================================================================================

                                 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: 811-04739

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

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

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

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

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

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

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

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

                        Date of Fiscal Year End: 11/30

               Date of Reporting Period: 07/01/2017- 06/30/2018

================================================================================



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

ICA File Number: 811-04739
Reporting Period: 07/01/2017 - 06/30/2018
Virtus Total Return Fund Inc.









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


ABERTIS INFRAESTRUCTURAS S.A

Ticker:       ABE            Security ID:  E0003D111
Meeting Date: MAR 12, 2018   Meeting Type: Annual
Record Date:  MAR 07, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Approve Discharge of Board              For       For          Management
4     Ratify Appointment of and Elect         For       For          Management
      Francisco Jose Aljaro Navarro as
      Director
5     Renew Appointment of Deloitte as        For       For          Management
      Auditor
6     Approve Sale of 57.05 Percent of        For       For          Management
      Hispasat SA to Red Electrica
      Corporacion
7     Receive Amendments to Board of          None      None         Management
      Directors' Regulations
8     Advisory Vote on Remuneration Report    For       Against      Management
9     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

AENA S.M.E., S.A.

Ticker:       AENA           Security ID:  E526K0106
Meeting Date: APR 10, 2018   Meeting Type: Annual
Record Date:  APR 05, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Standalone Financial Statements For       For          Management
2     Approve Consolidated Financial          For       For          Management
      Statements
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Discharge of Board              For       For          Management
5.1   Ratify Appointment of and Elect Jaime   For       For          Management
      Garcia-Legaz Ponce as Director
5.2   Ratify Appointment of and Elect Josep   For       For          Management
      Pique Camps as Director
5.3   Ratify Appointment of and Elect Angel   For       For          Management
      Luis Arias Serrano as Director
6     Advisory Vote on Remuneration Report    For       For          Management
7     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

ALLETE, INC.

Ticker:       ALE            Security ID:  018522300
Meeting Date: MAY 08, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

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


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

AMERICAN ELECTRIC POWER COMPANY, INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 24, 2018   Meeting Type: Annual
Record Date:  FEB 26, 2018

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


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

AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: MAY 23, 2018   Meeting Type: Annual
Record Date:  MAR 28, 2018

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


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

AMERICAN WATER WORKS COMPANY, INC.

Ticker:       AWK            Security ID:  030420103
Meeting Date: MAY 11, 2018   Meeting Type: Annual
Record Date:  MAR 15, 2018

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


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

AQUA AMERICA, INC.

Ticker:       WTR            Security ID:  03836W103
Meeting Date: MAY 08, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn J. Burke         For       For          Management
1.2   Elect Director Nicholas DeBenedictis    For       For          Management
1.3   Elect Director Christopher H. Franklin  For       For          Management
1.4   Elect Director William P. Hankowsky     For       For          Management
1.5   Elect Director Daniel J. Hilferty       For       For          Management
1.6   Elect Director Wendell F. Holland       For       For          Management
1.7   Elect Director Ellen T. Ruff            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ATLANTIA SPA

Ticker:       ATL            Security ID:  T05404107
Meeting Date: AUG 02, 2017   Meeting Type: Special
Record Date:  JUL 24, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with Merger  For       For          Management
      with Abertis Infraestructuras SA and
      Bylaws Amendments Related
1     Approve Additional Phantom Option Plan  For       For          Management
      2017


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

ATLANTIA SPA

Ticker:       ATL            Security ID:  T05404107
Meeting Date: FEB 21, 2018   Meeting Type: Special
Record Date:  FEB 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Extend the Term for the Execution of    For       For          Management
      the Share Capital Increase Previously
      Approved by Shareholders and
      Reschedule the Lock-Up Period of the
      Special Shares


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

ATLANTIA SPA

Ticker:       ATL            Security ID:  T05404107
Meeting Date: APR 20, 2018   Meeting Type: Annual
Record Date:  APR 11, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements,           For       For          Management
      Statutory Reports, and Allocation of
      Income
2     Integrate Remuneration of External      For       For          Management
      Auditors
3     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
4.a.1 Slate Submitted by Sintonia SpA         None      Did Not Vote Shareholder
4.a.2 Slate Submitted by Institutional        None      For          Shareholder
      Investors (Assogestioni)
4.b   Approve Internal Auditors' Remuneration For       For          Management
5     Approve Remuneration Policy             For       For          Management
6     Amend Additional Phantom Option Plan    For       For          Management
      2017
A     Deliberations on Possible Legal Action  None      Against      Management
      Against Directors if Presented by
      Shareholders


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

ATMOS ENERGY CORPORATION

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 07, 2018   Meeting Type: Annual
Record Date:  DEC 15, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert W. Best           For       For          Management
1b    Elect Director Kim R. Cocklin           For       For          Management
1c    Elect Director Kelly H. Compton         For       For          Management
1d    Elect Director Richard W. Douglas       For       For          Management
1e    Elect Director Ruben E. Esquivel        For       For          Management
1f    Elect Director Rafael G. Garza          For       For          Management
1g    Elect Director Richard K. Gordon        For       For          Management
1h    Elect Director Robert C. Grable         For       For          Management
1i    Elect Director Michael E. Haefner       For       For          Management
1j    Elect Director Nancy K. Quinn           For       For          Management
1k    Elect Director Richard A. Sampson       For       For          Management
1l    Elect Director Stephen R. Springer      For       For          Management
1m    Elect Director Richard Ware, II         For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

AUCKLAND INTERNATIONAL AIRPORT LTD.

Ticker:       AIA            Security ID:  Q06213146
Meeting Date: OCT 26, 2017   Meeting Type: Annual
Record Date:  OCT 24, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Justine Smyth as Director         For       For          Management
2     Elect James Miller as Director          For       For          Management
3     Elect Julia Hoare as Director           For       For          Management
4     Approve Increase in Total Quantum of    For       For          Management
      Annual Directors' Fees
5     Authorize Board to Fix Remuneration of  For       For          Management
      the Auditors
6     Approve that Auckland Airport           Against   Against      Shareholder
      Investigate Way that Jet A1 Fuel Could
      Be Unloaded from A Ship to Holding
      Tanks that Could Be Utilized by Fuel
      Supplier that Meets The Required
      Standards
7     Approve that Auckland Airport           Against   Against      Shareholder
      Investigate Other Business Areas to
      Reduce CO2 Emissions
8     Approve that Auckland Airport Lobby     Against   Against      Shareholder
      New Zealand Government to Support Use
      of Debt-free Money to Make Climate
      Change Financially Viable


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

CANADIAN NATIONAL RAILWAY COMPANY

Ticker:       CNR            Security ID:  136375102
Meeting Date: APR 24, 2018   Meeting Type: Annual
Record Date:  MAR 01, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shauneen Bruder          For       For          Management
1.2   Elect Director Donald J. Carty          For       For          Management
1.3   Elect Director Gordon D. Giffin         For       For          Management
1.4   Elect Director Julie Godin              For       For          Management
1.5   Elect Director Edith E. Holiday         For       For          Management
1.6   Elect Director V. Maureen Kempston      For       For          Management
      Darkes
1.7   Elect Director Denis Losier             For       For          Management
1.8   Elect Director Kevin G. Lynch           For       For          Management
1.9   Elect Director James E. O'Connor        For       For          Management
1.10  Elect Director Robert Pace              For       For          Management
1.11  Elect Director Robert L. Phillips       For       For          Management
1.12  Elect Director Laura Stein              For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

CELLNEX TELECOM S.A.

Ticker:       CLNX           Security ID:  E2R41M104
Meeting Date: MAY 30, 2018   Meeting Type: Annual
Record Date:  MAY 25, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Allocation of Income            For       For          Management
3     Approve Discharge of Board              For       For          Management
4     Approve Dividends                       For       For          Management
5     Amend Remuneration Policy               For       For          Management
6.1   Fix Number of Directors at 12           For       For          Management
6.2   Elect Maria Luisa Guijarro Pinal as     For       For          Management
      Director
6.3   Elect Anne Bouverot as Director         For       For          Management
6.4   Ratify Appointment of and Elect Carlos  For       For          Management
      del Rio Carcano as Director
6.5   Ratify Appointment of and Elect David   For       For          Management
      Diaz Almazan as Director
6.6   Reelect Bertrand Boudewijn Kan as       For       For          Management
      Director
6.7   Reelect Pierre Blayau as Director       For       For          Management
6.8   Reelect Peter Shore as Director         For       For          Management
6.9   Reelect Giampaolo Zambeletti as         For       For          Management
      Director
7     Authorize Increase in Capital up to 50  For       For          Management
      Percent via Issuance of Equity or
      Equity-Linked Securities, Excluding
      Preemptive Rights of up to 20 Percent
8     Authorize Issuance of Convertible       For       For          Management
      Bonds, Debentures, Warrants, and Other
      Debt Securities with Exclusion of
      Preemptive Rights up to 20 Percent of
      Capital
9     Authorize Share Repurchase Program      For       For          Management
10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
11    Advisory Vote on Remuneration Report    For       For          Management


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

CHENIERE ENERGY, INC.

Ticker:       LNG            Security ID:  16411R208
Meeting Date: MAY 17, 2018   Meeting Type: Annual
Record Date:  APR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director G. Andrea Botta          For       For          Management
1b    Elect Director Jack A. Fusco            For       For          Management
1c    Elect Director Vicky A. Bailey          For       For          Management
1d    Elect Director Nuno Brandolini          For       For          Management
1e    Elect Director David I. Foley           For       For          Management
1f    Elect Director David B. Kilpatrick      For       For          Management
1g    Elect Director Andrew Langham           For       For          Management
1h    Elect Director Courtney R. Mather       For       For          Management
1i    Elect Director Donald F. Robillard, Jr. For       For          Management
1j    Elect Director Neal A. Shear            For       For          Management
1k    Elect Director Heather R. Zichal        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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

CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 04, 2018   Meeting Type: Annual
Record Date:  MAR 06, 2018

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


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

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  22822V101
Meeting Date: MAY 17, 2018   Meeting Type: Annual
Record Date:  MAR 23, 2018

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


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

CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 18, 2018   Meeting Type: Annual
Record Date:  MAR 19, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Donna M. Alvarado        For       For          Management
1b    Elect Director John B. Breaux           For       For          Management
1c    Elect Director Pamela L. Carter         For       For          Management
1d    Elect Director James M. Foote           For       For          Management
1e    Elect Director Steven T. Halverson      For       For          Management
1f    Elect Director Paul C. Hilal            For       For          Management
1g    Elect Director Edward J. Kelly, III     For       For          Management
1h    Elect Director John D. McPherson        For       For          Management
1i    Elect Director David M. Moffett         For       For          Management
1j    Elect Director Dennis H. Reilley        For       For          Management
1k    Elect Director Linda H. Riefler         For       For          Management
1l    Elect Director J. Steven Whisler        For       For          Management
1m    Elect Director John J. Zillmer          For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

DOMINION ENERGY, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: MAY 09, 2018   Meeting Type: Annual
Record Date:  MAR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Barr          For       For          Management
1.2   Elect Director Helen E. Dragas          For       For          Management
1.3   Elect Director James O. Ellis, Jr.      For       For          Management
1.4   Elect Director Thomas F. Farrell, II    For       For          Management
1.5   Elect Director John W. Harris           For       For          Management
1.6   Elect Director Ronald W. Jibson         For       For          Management
1.7   Elect Director Mark J. Kington          For       For          Management
1.8   Elect Director Joseph M. Rigby          For       For          Management
1.9   Elect Director Pamela J. Royal          For       For          Management
1.10  Elect Director Robert H. Spilman, Jr.   For       For          Management
1.11  Elect Director Susan N. Story           For       For          Management
1.12  Elect Director Michael E. Szymanczyk    For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Methane Emissions Management  Against   Against      Shareholder
      and Reduction Targets
5     Provide Right to Act by Written Consent Against   Against      Shareholder


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

DTE ENERGY COMPANY

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 03, 2018   Meeting Type: Annual
Record Date:  MAR 06, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerard M. Anderson       For       For          Management
1.2   Elect Director David A. Brandon         For       For          Management
1.3   Elect Director W. Frank Fountain, Jr.   For       For          Management
1.4   Elect Director Charles G. McClure, Jr.  For       For          Management
1.5   Elect Director Gail J. McGovern         For       For          Management
1.6   Elect Director Mark A. Murray           For       For          Management
1.7   Elect Director James B. Nicholson       For       For          Management
1.8   Elect Director Josue Robles, Jr.        For       For          Management
1.9   Elect Director Ruth G. Shaw             For       For          Management
1.10  Elect Director Robert C. Skaggs, Jr.    For       For          Management
1.11  Elect Director David A. Thomas          For       For          Management
1.12  Elect Director James H. Vandenberghe    For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Independent Economic Analysis of Early  Against   Against      Shareholder
      Closure of Fermi 2 Nuclear Plant
6     Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Call Special Meeting


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

EAST JAPAN RAILWAY CO.

Ticker:       9020           Security ID:  J1257M109
Meeting Date: JUN 22, 2018   Meeting Type: Annual
Record Date:  MAR 31, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 70
2.1   Elect Director Tomita, Tetsuro          For       For          Management
2.2   Elect Director Ogata, Masaki            For       For          Management
2.3   Elect Director Fukasawa, Yuji           For       For          Management
2.4   Elect Director Kawanobe, Osamu          For       For          Management
2.5   Elect Director Nakai, Masahiko          For       For          Management
2.6   Elect Director Maekawa, Tadao           For       For          Management
2.7   Elect Director Ota, Tomomichi           For       For          Management
2.8   Elect Director Arai, Kenichiro          For       For          Management
2.9   Elect Director Matsuki, Shigeru         For       For          Management
2.10  Elect Director Akaishi, Ryoji           For       For          Management
2.11  Elect Director Kise, Yoichi             For       For          Management
2.12  Elect Director Nishino, Fumihisa        For       For          Management
2.13  Elect Director Hamaguchi, Tomokazu      For       For          Management
2.14  Elect Director Ito, Motoshige           For       For          Management
2.15  Elect Director Amano, Reiko             For       For          Management


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

EMERA INCORPORATED

Ticker:       EMA            Security ID:  290876101
Meeting Date: MAY 24, 2018   Meeting Type: Annual
Record Date:  MAR 28, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott C. Balfour         For       For          Management
1.2   Elect Director Sylvia D. Chrominska     For       For          Management
1.3   Elect Director Henry E. Demone          For       For          Management
1.4   Elect Director Allan L. Edgeworth       For       For          Management
1.5   Elect Director James D. Eisenhauer      For       For          Management
1.6   Elect Director Kent M. Harvey           For       For          Management
1.7   Elect Director B. Lynn Loewen           For       For          Management
1.8   Elect Director Donald A. Pether         For       For          Management
1.9   Elect Director John B. Ramil            For       For          Management
1.10  Elect Director Andrea S. Rosen          For       For          Management
1.11  Elect Director Richard P. Sergel        For       For          Management
1.12  Elect Director M. Jacqueline Sheppard   For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

ENBRIDGE INC.

Ticker:       ENB            Security ID:  29250N105
Meeting Date: MAY 09, 2018   Meeting Type: Annual
Record Date:  MAR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela L. Carter         For       For          Management
1.2   Elect Director Clarence P. Cazalot, Jr. For       For          Management
1.3   Elect Director Marcel R. Coutu          For       For          Management
1.4   Elect Director Gregory L. Ebel          For       For          Management
1.5   Elect Director J. Herb England          For       For          Management
1.6   Elect Director Charles W. Fischer       For       For          Management
1.7   Elect Director V. Maureen Kempston      For       For          Management
      Darkes
1.8   Elect Director Michael McShane          For       For          Management
1.9   Elect Director Al Monaco                For       For          Management
1.10  Elect Director Michael E.J. Phelps      For       For          Management
1.11  Elect Director Dan C. Tutcher           For       For          Management
1.12  Elect Director Catherine L. Williams    For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

ENEL SPA

Ticker:       ENEL           Security ID:  T3679P115
Meeting Date: MAY 24, 2018   Meeting Type: Annual/Special
Record Date:  MAY 15, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income            For       For          Management
3     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
4     Integrate Remuneration of Auditors      For       For          Management
5     Approve Long Term Incentive Plan        For       For          Management
6     Approve Remuneration Policy             For       For          Management
1.a   Amend Company Bylaws Re: Article 31     For       For          Management
1.b   Amend Company Bylaws Re: Article 21     For       For          Management
A     Deliberations on Possible Legal Action  None      Against      Management
      Against Directors if Presented by
      Shareholders


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

ENGIE

Ticker:       ENGI           Security ID:  F7629A107
Meeting Date: MAY 18, 2018   Meeting Type: Annual/Special
Record Date:  MAY 15, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.7 per Share and an
      Extra of EUR 0.07 per Share to Long
      Term  Registered Shares
4     Approve Transactions Relating to the    For       For          Management
      Merging of the French Natural Gas
      Terminal and Transmission Businesses
5     Approve Transaction with the French     For       For          Management
      State Re: Purchase of 11.1 Million
      Shares
6     Approve Transaction with the French     For       For          Management
      State Re: Potential Purchase of
      Shares, Depending on the Number of
      Shares Acquired by the Employees under
      the Link 2018 Employee Shareholding
      Plan
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Elect Jean-Pierre Clamadieu as Director For       For          Management
9     Elect Ross McInnes as Director          For       For          Management
10    Approve Compensation of Isabelle        For       For          Management
      Kocher, CEO
11    Approve Remuneration Policy of          For       For          Management
      Chairman of the Board since May 18,
      2018
12    Approve Remuneration Policy of CEO      For       For          Management
      since Jan. 1, 2018
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million
15    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements up to Aggregate Nominal
      Amount of EUR 225 Million
16    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote under Items 13 to 15
17    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
18    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million,
      Only in the Event of a Public Tender
      Offer or Share Exchange Offer
19    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million,
      Only in the Event of a Public Tender
      Offer or Share Exchange Offer
20    Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities for Private
      Placements up to Aggregate Nominal
      Amount of EUR 225 Million, Only in the
      Event of a Public Tender Offer or
      Share Exchange Offer
21    Authorize Board to Increase Capital in  For       Against      Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote under Items 18 to 20, Only in the
      Event of a Public Tender Offer or
      Share Exchange Offer
22    Authorize Capital Increase of up to 10  For       Against      Management
      Percent of Issued Capital for
      Contributions in Kind, Only in the
      Event of a Public Tender Offer
23    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      at EUR 265 Million
24    Authorize Capitalization of Reserves    For       Against      Management
      for Bonus Issue or Increase in Par
      Value, Only in the Event of a public
      Tender Offer
25    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
26    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
27    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of International
      Subsidiaries
28    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Restricted Stock
      Plans
29    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Restricted Stock
      Plans Reserved for Some Employees and
      Corporate Officers
30    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

FLUGHAFEN ZUERICH AG

Ticker:       FHZN           Security ID:  H26552135
Meeting Date: APR 19, 2018   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
2     Receive Auditor's Report (Non-Voting)   None      None         Management
3     Accept Financial Statements and         For       For          Management
      Statutory Reports
4     Approve Remuneration Report             For       For          Management
      (Non-Binding)
5     Approve Discharge of Board of Directors For       For          Management
6.1   Approve Allocation of Income and        For       For          Management
      Ordinary Dividends of CHF 3.30 per
      Share
6.2   Approve Dividends from Capital          For       For          Management
      Contribution Reserves of CHF 3.20 per
      Share
7.1   Approve Maximum Remuneration of Board   For       For          Management
      of Directors in the Amount of CHF 1.6
      Million
7.2   Approve Maximum Remuneration of         For       For          Management
      Executive Committee in the Amount of
      CHF 4.5 Million
8.1.1 Reelect Guglielmo Brentel as Director   For       For          Management
8.1.2 Reelect Josef Felder as Director        For       For          Management
8.1.3 Reelect Stephan Gemkow as Director      For       For          Management
8.1.4 Reelect Corine Mauch as Director        For       For          Management
8.1.5 Reelect Andreas Schmid as Director      For       For          Management
8.2   Elect Andreas Schmid as Board Chairman  For       For          Management
8.3.1 Appoint Vincent Albers as Member of     For       For          Management
      the Nomination and Compensation
      Committee
8.3.2 Appoint Guglielmo Brentel as Member of  For       For          Management
      the Nomination and Compensation
      Committee
8.3.3 Appoint Eveline Saupper as Member of    For       For          Management
      the Nomination and Compensation
      Committee
8.3.4 Appoint Andreas Schmid as Non-Voting    For       For          Management
      Member of the Nomination and
      Compensation Committee
8.4   Designate Marianne Sieger as            For       For          Management
      Independent Proxy
8.5   Ratify Ernst & Young AG as Auditors     For       For          Management
9     Transact Other Business (Voting)        For       Against      Management


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

FORTIS INC.

Ticker:       FTS            Security ID:  349553107
Meeting Date: MAY 03, 2018   Meeting Type: Annual
Record Date:  MAR 16, 2018

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


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

FRONTERA ENERGY CORPORATION

Ticker:       FEC            Security ID:  35905B107
Meeting Date: MAY 31, 2018   Meeting Type: Annual/Special
Record Date:  APR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Six          For       For          Management
2.1   Elect Director Luis Fernando Alarcon    For       For          Management
2.2   Elect Director W. Ellis Armstrong       For       For          Management
2.3   Elect Director Gabriel de Alba          For       For          Management
2.4   Elect Director Raymond Bromark          For       For          Management
2.5   Elect Director Russell Ford             For       For          Management
2.6   Elect Director Camilo Marulanda         For       For          Management
3     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
4     Approve Stock Split                     For       For          Management


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

IBERDROLA S.A.

Ticker:       IBE            Security ID:  E6165F166
Meeting Date: APR 13, 2018   Meeting Type: Annual
Record Date:  APR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Consolidated and Standalone     For       For          Management
      Management Reports
3     Approve Discharge of Board              For       For          Management
4     Elect Anthony L. Gardner as Director    For       For          Management
5     Reelect Georgina Kessel Martinez as     For       For          Management
      Director
6     Approve Allocation of Income and        For       For          Management
      Dividends
7     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
8     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
9     Authorize Share Repurchase and Capital  For       For          Management
      Reduction via Amortization of
      Repurchased Shares
10    Advisory Vote on Remuneration Report    For       For          Management
11    Approve Remuneration Policy             For       For          Management
12    Authorize Share Repurchase Program      For       For          Management
13    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49456B101
Meeting Date: MAY 09, 2018   Meeting Type: Annual
Record Date:  MAR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Kinder        For       For          Management
1.2   Elect Director Steven J. Kean           For       For          Management
1.3   Elect Director Kimberly A. Dang         For       For          Management
1.4   Elect Director Ted A. Gardner           For       For          Management
1.5   Elect Director Anthony W. Hall, Jr.     For       For          Management
1.6   Elect Director Gary L. Hultquist        For       For          Management
1.7   Elect Director Ronald L. Kuehn, Jr.     For       For          Management
1.8   Elect Director Deborah A. Macdonald     For       For          Management
1.9   Elect Director Michael C. Morgan        For       For          Management
1.10  Elect Director Arthur C. Reichstetter   For       For          Management
1.11  Elect Director Fayez Sarofim            For       For          Management
1.12  Elect Director C. Park Shaper           For       For          Management
1.13  Elect Director William A. Smith         For       For          Management
1.14  Elect Director Joel V. Staff            For       For          Management
1.15  Elect Director Robert F. Vagt           For       For          Management
1.16  Elect Director Perry M. Waughtal        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Report on Methane Emissions Management  Against   Against      Shareholder
6     Report on Sustainability                Against   Against      Shareholder
7     Assess Portfolio Impacts of Policies    Against   Against      Shareholder
      to Meet 2 Degree Scenario


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

NATIONAL GRID PLC

Ticker:       NG.            Security ID:  G6S9A7120
Meeting Date: JUL 31, 2017   Meeting Type: Annual
Record Date:  JUL 29, 2017

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


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

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 24, 2018   Meeting Type: Annual
Record Date:  MAR 26, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director James L. Camaren         For       For          Management
1c    Elect Director Kenneth B. Dunn          For       For          Management
1d    Elect Director Naren K. Gursahaney      For       For          Management
1e    Elect Director Kirk S. Hachigian        For       For          Management
1f    Elect Director Toni Jennings            For       For          Management
1g    Elect Director Amy B. Lane              For       For          Management
1h    Elect Director James L. Robo            For       For          Management
1i    Elect Director Rudy E. Schupp           For       For          Management
1j    Elect Director John L. Skolds           For       For          Management
1k    Elect Director William H. Swanson       For       For          Management
1l    Elect Director Hansel E. Tookes, II     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 08, 2018   Meeting Type: Annual
Record Date:  MAR 13, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter A. Altabef         For       For          Management
1.2   Elect Director Eric L. Butler           For       For          Management
1.3   Elect Director Aristides S. Candris     For       For          Management
1.4   Elect Director Wayne S. DeVeydt         For       For          Management
1.5   Elect Director Joseph Hamrock           For       For          Management
1.6   Elect Director Deborah A. Henretta      For       For          Management
1.7   Elect Director Michael E. Jesanis       For       For          Management
1.8   Elect Director Kevin T. Kabat           For       For          Management
1.9   Elect Director Richard L. Thompson      For       For          Management
1.10  Elect Director Carolyn Y. Woo           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

NORFOLK SOUTHERN CORPORATION

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 01, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Thomas D. Bell, Jr.      For       For          Management
1b    Elect Director Wesley G. Bush           For       For          Management
1c    Elect Director Daniel A. Carp           For       For          Management
1d    Elect Director Mitchell E. Daniels, Jr. For       For          Management
1e    Elect Director Marcela E. Donadio       For       For          Management
1f    Elect Director Steven F. Leer           For       For          Management
1g    Elect Director Michael D. Lockhart      For       For          Management
1h    Elect Director Amy E. Miles             For       For          Management
1i    Elect Director Martin H. Nesbitt        For       For          Management
1j    Elect Director Jennifer F. Scanlon      For       For          Management
1k    Elect Director James A. Squires         For       For          Management
1l    Elect Director John R. Thompson         For       For          Management
2     Ratify KPMG LLPas Auditors              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

ONE GAS, INC.

Ticker:       OGS            Security ID:  68235P108
Meeting Date: MAY 24, 2018   Meeting Type: Annual
Record Date:  MAR 26, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Gibson           For       For          Management
1.2   Elect Director Pattye L. Moore          For       For          Management
1.3   Elect Director Douglas H. Yaeger        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 Articles of Incorporation to      For       For          Management
      Declassify the Board, to Provide for
      the Annual Election of All Directors,
      and to Provide Directors May Be
      Removed With or Without Cause


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 23, 2018   Meeting Type: Annual
Record Date:  MAR 26, 2018

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


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

ORSTED A/S

Ticker:       ORSTED         Security ID:  K7653Q105
Meeting Date: MAR 08, 2018   Meeting Type: Annual
Record Date:  MAR 01, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Board                 None      None         Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Approve Discharge of Management and     For       For          Management
      Board
4     Approve Allocation of Income and        For       For          Management
      Dividends of DKK 9 Per Share
5     Authorize Share Repurchase Program      None      None         Management
      (The Board is Not Requesting Any
      Authorization)
6a    Amend Articles Re: Editorial Changes    For       For          Management
6b    Amend Articles Re: Discontinuation of   For       For          Management
      the Nomination Committee
6c    Approve Financial Reporting in English  For       For          Management
6d    Approve Guidelines for Incentive-Based  For       For          Management
      Compensation for Executive Management
      and Board
6e    Authorize Editorial Changes to Adopted  For       For          Management
      Resolutions in Connection with
      Registration with Danish Authorities
7a    Determine Number of Members (8) and     For       For          Management
      Deputy Members (0) of Board
7b    Reelect Thomas Andersen (Chairman) as   For       For          Management
      Director
7c    Reelect Lene Skole (Vice Chairman) as   For       For          Management
      Director
7d    Reelect Lynda Armstrong as Director     For       For          Management
7e    Reelect Pia Gjellerup as Director       For       For          Management
7f    Reelect Benny Loft as Director          For       For          Management
7g    Reelect Peter Korsholm as Director      For       For          Management
7h    Elect Dieter Wemmer as New Director     For       For          Management
7i    Elect Jorgen Kildahl as New Director    For       For          Management
8     Approve Remuneration of Directors in    For       For          Management
      the Amount of DKK 960,000 for
      Chairman, DKK 640,000 for Vice
      Chairman, and DKK 320,000 for Other
      Directors; Approve Remuneration for
      Committee Work
9     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
10    Other Business                          None      None         Management


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

PEMBINA PIPELINE CORPORATION

Ticker:       PPL            Security ID:  706327103
Meeting Date: MAY 04, 2018   Meeting Type: Annual
Record Date:  MAR 16, 2018

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


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 17, 2018   Meeting Type: Annual
Record Date:  FEB 16, 2018

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


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 16, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director Kathleen L. Brown        For       For          Management
1.3   Elect Director Andres Conesa            For       For          Management
1.4   Elect Director Maria Contreras-Sweet    For       For          Management
1.5   Elect Director Pablo A. Ferrero         For       For          Management
1.6   Elect Director William D. Jones         For       For          Management
1.7   Elect Director Jeffrey W. Martin        For       For          Management
1.8   Elect Director Bethany J. Mayer         For       For          Management
1.9   Elect Director William G. Ouchi         For       For          Management
1.10  Elect Director Debra L. Reed            For       For          Management
1.11  Elect Director William C. Rusnack       For       For          Management
1.12  Elect Director Lynn Schenk              For       For          Management
1.13  Elect Director Jack T. Taylor           For       For          Management
1.14  Elect Director James C. Yardley         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Proxy Access Right                Against   Against      Shareholder


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

SPIRE INC.

Ticker:       SR             Security ID:  84857L101
Meeting Date: JAN 25, 2018   Meeting Type: Annual
Record Date:  NOV 30, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Borer            For       For          Management
1.2   Elect Director Maria V. Fogarty         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

SYDNEY AIRPORT

Ticker:       SYD            Security ID:  Q8808P103
Meeting Date: MAY 25, 2018   Meeting Type: Annual
Record Date:  MAY 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Remuneration Report             For       For          Management
2     Elect Trevor Gerber as Director         For       For          Management
3     Elect Grant Fenn as Director            For       Against      Management
4     Elect Abigail Cleland as Director       For       For          Management
5     Approve Grant of Rights to Geoff        For       For          Management
      Culbert
1     Elect Russell Balding as Director       For       For          Management


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

TARGA RESOURCES CORP.

Ticker:       TRGP           Security ID:  87612G101
Meeting Date: MAY 24, 2018   Meeting Type: Annual
Record Date:  APR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Evans          For       For          Management
1.2   Elect Director Joe Bob Perkins          For       For          Management
1.3   Elect Director Ershel C. Redd, Jr.      For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 20, 2018

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


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

TRANSCANADA CORPORATION

Ticker:       TRP            Security ID:  89353D107
Meeting Date: APR 27, 2018   Meeting Type: Annual
Record Date:  MAR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin E. Benson          For       For          Management
1.2   Elect Director Stephan Cretier          For       For          Management
1.3   Elect Director Russell K. Girling       For       For          Management
1.4   Elect Director S. Barry Jackson         For       For          Management
1.5   Elect Director John E. Lowe             For       For          Management
1.6   Elect Director Paula Rosput Reynolds    For       For          Management
1.7   Elect Director Mary Pat Salomone        For       For          Management
1.8   Elect Director Indira V. Samarasekera   For       For          Management
1.9   Elect Director D. Michael G. Stewart    For       For          Management
1.10  Elect Director Siim A. Vanaselja        For       For          Management
1.11  Elect Director Thierry Vandal           For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     SP 1: Report on Climate Change          For       For          Shareholder


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

TRANSURBAN GROUP

Ticker:       TCL            Security ID:  Q9194A106
Meeting Date: OCT 12, 2017   Meeting Type: Annual
Record Date:  OCT 10, 2017

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


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

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


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

VECTREN CORPORATION

Ticker:       VVC            Security ID:  92240G101
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

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


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

VINCI

Ticker:       DG             Security ID:  F5879X108
Meeting Date: APR 17, 2018   Meeting Type: Annual/Special
Record Date:  APR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.45 per Share
4     Reelect Xavier Huillard as Director     For       For          Management
5     Reelect Yves-Thibault de Silguy as      For       For          Management
      Director
6     Reelect Marie-Christine Lombard as      For       For          Management
      Director
7     Reelect Qatar Holding LLC as Director   For       For          Management
8     Elect Rene Medori as Director           For       For          Management
9     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
10    Approve Additional Pension Scheme       For       For          Management
      Agreement with Xavier Huillard
11    Approve Termination Package of Xavier   For       For          Management
      Huillard
12    Approve Transaction with                For       For          Management
      YTSeuropaconsultants Re: Services
      Agreement
13    Approve Remuneration Policy for         For       For          Management
      Chairman and CEO
14    Approve Compensation of Xavier          For       For          Management
      Huillard, Chairman and CEO
15    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
16    Authorize up to 1 Percent of Issued     For       For          Management
      Capital for Use in Restricted Stock
      Plans
17    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
18    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of International
      Subsidiaries
19    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

VISTRA ENERGY CORP.

Ticker:       VST            Security ID:  92840M102
Meeting Date: MAR 02, 2018   Meeting Type: Special
Record Date:  JAN 19, 2018

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


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard K. Davis         For       For          Management
1b    Elect Director Ben Fowke                For       For          Management
1c    Elect Director Richard T. O'Brien       For       For          Management
1d    Elect Director David K. Owens           For       For          Management
1e    Elect Director Christopher J.           For       For          Management
      Policinski
1f    Elect Director James T. Prokopanko      For       For          Management
1g    Elect Director A. Patricia Sampson      For       For          Management
1h    Elect Director James J. Sheppard        For       For          Management
1i    Elect Director David A. Westerlund      For       For          Management
1j    Elect Director Kim Williams             For       For          Management
1k    Elect Director Timothy V. Wolf          For       For          Management
1l    Elect Director Daniel Yohannes          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors

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



                                  SIGNATURES

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

(Registrant) Virtus Total Return Fund Inc.

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

Date: August 22, 2018