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

                             THE ZWEIG 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: 07/01/2014 - 06/30/2015



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

ICA File Number: 811-04739
Reporting Period: 07/01/2014 - 06/30/2015
Zweig Fund Inc









=============================== Zweig Fund, Inc ================================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 24, 2015   Meeting Type: Annual
Record Date:  FEB 25, 2015

#     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
4     Report on Products Containing GE        Against   Against      Shareholder
      Ingredients
5     Require Independent Board Chairman      Against   For          Shareholder


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ALASKA AIR GROUP, INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 18, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patricia M. Bedient      For       For          Management
1.2   Elect Director Marion C. Blakey         For       For          Management
1.3   Elect Director Phyllis J. Campbell      For       For          Management
1.4   Elect Director Dhiren R. Fonseca        For       For          Management
1.5   Elect Director Jessie J. Knight, Jr.    For       For          Management
1.6   Elect Director Dennis F. Madsen         For       For          Management
1.7   Elect Director Helvi K. Sandvik         For       For          Management
1.8   Elect Director Katherine J. Savitt      For       For          Management
1.9   Elect Director J. Kenneth Thompson      For       For          Management
1.10  Elect Director Bradley D. Tilden        For       For          Management
1.11  Elect Director Eric K. Yeaman           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     Require Independent Board Chairman      Against   Against      Shareholder


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AMERICAN EAGLE OUTFITTERS, INC.

Ticker:       AEO            Security ID:  02553E106
Meeting Date: JUN 04, 2015   Meeting Type: Annual
Record Date:  APR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Janice E. Page           For       For          Management
1.2   Elect Director David M. Sable           For       Against      Management
1.3   Elect Director Noel J. Spiegel          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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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 10, 2015   Meeting Type: Annual
Record Date:  JAN 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tim Cook                 For       For          Management
1.2   Elect Director Al Gore                  For       For          Management
1.3   Elect Director Bob Iger                 For       For          Management
1.4   Elect Director Andrea Jung              For       For          Management
1.5   Elect Director Art Levinson             For       For          Management
1.6   Elect Director Ron Sugar                For       For          Management
1.7   Elect Director Sue Wagner               For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Report on Risks Associated with Repeal  Against   Against      Shareholder
      of Climate Change Policies
6     Adopt Proxy Access Right                Against   For          Shareholder


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 12, 2015

#     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 Thomas F. O'Neill        For       For          Management
1.10  Elect Director Francisco Sanchez        For       For          Management
1.11  Elect Director Daniel Shih              For       For          Management
1.12  Elect Director Kelvin R. Westbrook      For       For          Management
1.13  Elect Director Patricia A. Woertz       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     Require Independent Board Chairman      Against   For          Shareholder


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 28, 2015   Meeting Type: Annual
Record Date:  FEB 18, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jennifer S. Banner       For       For          Management
1.2   Elect Director K. David Boyer, Jr.      For       For          Management
1.3   Elect Director Anna R. Cablik           For       For          Management
1.4   Elect Director Ronald E. Deal           For       For          Management
1.5   Elect Director James A. Faulkner        For       For          Management
1.6   Elect Director I. Patricia Henry        For       For          Management
1.7   Elect Director John P. Howe, III        For       For          Management
1.8   Elect Director Eric C. Kendrick         For       For          Management
1.9   Elect Director Kelly S. King            For       For          Management
1.10  Elect Director Louis B. Lynn            For       For          Management
1.11  Elect Director Edward C. Milligan       For       For          Management
1.12  Elect Director Charles A. Patton        For       For          Management
1.13  Elect Director Nido R. Qubein           For       For          Management
1.14  Elect Director Tollie W. Rich, Jr.      For       For          Management
1.15  Elect Director Thomas E. Skains         For       For          Management
1.16  Elect Director Thomas N. Thompson       For       For          Management
1.17  Elect Director Edwin H. Welch           For       For          Management
1.18  Elect Director Stephen T. Williams      For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and         Against   For          Shareholder
      Political Contributions
5     Claw-back of Payments under             Against   For          Shareholder
      Restatements


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BIOGEN INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 10, 2015   Meeting Type: Annual
Record Date:  APR 15, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alexander J. Denner      For       For          Management
1.2   Elect Director Caroline D. Dorsa        For       For          Management
1.3   Elect Director Nancy L. Leaming         For       For          Management
1.4   Elect Director Richard C. Mulligan      For       For          Management
1.5   Elect Director Robert W. Pangia         For       For          Management
1.6   Elect Director Stelios Papadopoulos     For       For          Management
1.7   Elect Director Brian S. Posner          For       For          Management
1.8   Elect Director Eric K. Rowinsky         For       For          Management
1.9   Elect Director George A. Scangos        For       For          Management
1.10  Elect Director Lynn Schenk              For       For          Management
1.11  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
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 28, 2015   Meeting Type: Annual
Record Date:  APR 01, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abdlatif Yousef Al-Hamad For       For          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 Sir Deryck Maughan       For       For          Management
1m    Elect Director Cheryl D. Mills          For       For          Management
1n    Elect Director Thomas H. O'Brien        For       For          Management
1o    Elect Director Ivan G. Seidenberg       For       For          Management
1p    Elect Director Marco Antonio Slim Domit For       For          Management
1q    Elect Director John S. Varley           For       For          Management
1r    Elect Director Susan L. Wagner          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
5     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
6     Report on Lobbying Payments and Policy  Against   For          Shareholder


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CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 15, 2015   Meeting Type: Annual
Record Date:  MAR 23, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert C. Arzbaecher     For       For          Management
2     Elect Director William Davisson         For       For          Management
3     Elect Director Stephen A. Furbacher     For       For          Management
4     Elect Director Stephen J. Hagge         For       For          Management
5     Elect Director John D. Johnson          For       For          Management
6     Elect Director Robert G. Kuhbach        For       For          Management
7     Elect Director Edward A. Schmitt        For       For          Management
8     Elect Director Theresa E. Wagler        For       For          Management
9     Elect Director W. Anthony Will          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify KPMG LLP as Auditors             For       For          Management
12    Proxy Access                            Against   For          Shareholder
13    Provide Right to Act by Written Consent Against   For          Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 20, 2014   Meeting Type: Annual
Record Date:  SEP 22, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director M. Michele Burns         For       For          Management
1c    Elect Director Michael D. Capellas      For       For          Management
1d    Elect Director John T. Chambers         For       For          Management
1e    Elect Director Brian L. Halla           For       For          Management
1f    Elect Director John L. Hennessy         For       For          Management
1g    Elect Director Kristina M. Johnson      For       For          Management
1h    Elect Director Roderick C. McGeary      For       For          Management
1i    Elect Director Arun Sarin               For       For          Management
1j    Elect Director Steven M. West           For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Establish Public Policy Board Committee Against   Against      Shareholder
6     Adopt Proxy Access Right                Against   Against      Shareholder
7     Report on Political Contributions       Against   For          Shareholder


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: OCT 08, 2014   Meeting Type: Special
Record Date:  AUG 18, 2014

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


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CONTINENTAL RESOURCES, INC.

Ticker:       CLR            Security ID:  212015101
Meeting Date: MAY 19, 2015   Meeting Type: Annual
Record Date:  MAR 24, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lon McCain               For       For          Management
1.2   Elect Director Mark E. Monroe           For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Ratify Grant Thornton LLP as Auditors   For       For          Management
4     Require Independent Board Chairman      Against   For          Shareholder


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CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 12, 2015   Meeting Type: Annual
Record Date:  MAR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director Robert J. Bernhard       For       For          Management
3     Elect Director Franklin R. Chang Diaz   For       For          Management
4     Elect Director Bruno V. Di Leo Allen    For       For          Management
5     Elect Director Stephen B. Dobbs         For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Alexis M. Herman         For       For          Management
8     Elect Director Thomas J. Lynch          For       For          Management
9     Elect Director William I. Miller        For       For          Management
10    Elect Director Georgia R. Nelson        For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
13    Require Independent Board Chairman      Against   Against      Shareholder


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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: APR 30, 2015   Meeting Type: Annual
Record Date:  FEB 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1a  Elect Director Jose E. Almeida          For       For          Management
1.1b  Elect Director Michael W. Brown         For       For          Management
1.1c  Elect Director Donald J. Carty          For       For          Management
1.1d  Elect Director Randolph L. Cowen        For       For          Management
1.1e  Elect Director James S. DiStasio        For       For          Management
1.1f  Elect Director John R. Egan             For       For          Management
1.1g  Elect Director William D. Green         For       For          Management
1.1h  Elect Director Edmund F. Kelly          For       For          Management
1.1i  Elect Director Jami Miscik              For       For          Management
1.1j  Elect Director Paul Sagan               For       For          Management
1.1k  Elect Director David N. Strohm          For       For          Management
1.1l  Elect Director Joseph M. Tucci          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     Require Independent Board Chairman      Against   For          Shareholder


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FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: JUN 11, 2015   Meeting Type: Annual
Record Date:  APR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Erskine B. Bowles        For       For          Management
1.3   Elect Director Susan D.                 For       For          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     Amend Omnibus Stock Plan                For       Against      Management
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Report on Sustainability                Against   For          Shareholder
6     Report on Human Rights Risk Assessment  Against   Against      Shareholder
      Process


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FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen G. Butler        For       For          Management
2     Elect Director Kimberly A. Casiano      For       For          Management
3     Elect Director Anthony F. Earley, Jr.   For       For          Management
4     Elect Director Mark Fields              For       For          Management
5     Elect Director Edsel B. Ford II         For       For          Management
6     Elect Director William Clay Ford, Jr.   For       For          Management
7     Elect Director James P. Hackett         For       For          Management
8     Elect Director James H. Hance, Jr.      For       For          Management
9     Elect Director William W. Helman Iv     For       For          Management
10    Elect Director Jon M. Huntsman, Jr.     For       For          Management
11    Elect Director William E. Kennard       For       For          Management
12    Elect Director John C. Lechleiter       For       For          Management
13    Elect Director Ellen R. Marram          For       For          Management
14    Elect Director Gerald L. Shaheen        For       For          Management
15    Elect Director John L. Thornton         For       For          Management
16    Ratify PricewaterhouseCoopers LLPas     For       For          Management
      Auditors
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
18    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
19    Amend Bylaws to Call Special Meetings   Against   For          Shareholder


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GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 23, 2015   Meeting Type: Annual
Record Date:  MAY 01, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel A. DeMatteo       For       For          Management
1.2   Elect Director Thomas N. Kelly, Jr.     For       For          Management
1.3   Elect Director Shane S. Kim             For       For          Management
1.4   Elect Director J. Paul Raines           For       For          Management
1.5   Elect Director Gerald R. Szczepanski    For       For          Management
1.6   Elect Director Kathy P. Vrabeck         For       For          Management
1.7   Elect Director Lawrence S. Zilavy       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  MAR 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John F. Cogan            For       For          Management
1b    Elect Director Etienne F. Davignon      For       For          Management
1c    Elect Director Carla A. Hills           For       For          Management
1d    Elect Director Kevin E. Lofton          For       For          Management
1e    Elect Director John W. Madigan          For       For          Management
1f    Elect Director John C. Martin           For       For          Management
1g    Elect Director Nicholas G. Moore        For       For          Management
1h    Elect Director Richard J. Whitley       For       For          Management
1i    Elect Director Gayle E. Wilson          For       For          Management
1j    Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder
7     Report on Sustainability                Against   For          Shareholder
8     Report on Specialty Drug Pricing Risks  Against   For          Shareholder


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 03, 2015   Meeting Type: Annual
Record Date:  APR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       Withhold     Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       Withhold     Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Alan R. Mulally          For       For          Management
1.9   Elect Director Paul S. Otellini         For       Withhold     Management
1.10  Elect Director K. Ram Shriram           For       Withhold     Management
1.11  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
7     Report on Costs of Renewable Energy     Against   Against      Shareholder
      Investments
8     Report on Risks Associated with Repeal  Against   Against      Shareholder
      of Climate Change Policies


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HCA HOLDINGS, INC.

Ticker:       HCA            Security ID:  40412C101
Meeting Date: APR 30, 2015   Meeting Type: Annual
Record Date:  MAR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Milton Johnson        For       For          Management
1.2   Elect Director Robert J. Dennis         For       For          Management
1.3   Elect Director Nancy-Ann DeParle        For       For          Management
1.4   Elect Director Thomas F. Frist, III     For       For          Management
1.5   Elect Director William R. Frist         For       For          Management
1.6   Elect Director Ann H. Lamont            For       For          Management
1.7   Elect Director Jay O. Light             For       For          Management
1.8   Elect Director Geoffrey G. Meyers       For       For          Management
1.9   Elect Director Michael W. Michelson     For       For          Management
1.10  Elect Director Wayne J. Riley           For       For          Management
1.11  Elect Director John W. Rowe             For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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HELMERICH & PAYNE, INC.

Ticker:       HP             Security ID:  423452101
Meeting Date: MAR 04, 2015   Meeting Type: Annual
Record Date:  JAN 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William L. Armstrong     For       For          Management
1b    Elect Director Randy A. Foutch          For       For          Management
1c    Elect Director Hans Helmerich           For       For          Management
1d    Elect Director John W. Lindsay          For       For          Management
1e    Elect Director Paula Marshall           For       For          Management
1f    Elect Director Thomas A. Petrie         For       For          Management
1g    Elect Director Donald F. Robillard, Jr. For       For          Management
1h    Elect Director Francis Rooney           For       For          Management
1i    Elect Director Edward B. Rust, Jr.      For       For          Management
1j    Elect Director John D. Zeglis           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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INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2015   Meeting Type: Annual
Record Date:  MAR 23, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director Aneel Bhusri             For       For          Management
1c    Elect Director Andy D. Bryant           For       For          Management
1d    Elect Director Susan L. Decker          For       For          Management
1e    Elect Director John J. Donahoe          For       Against      Management
1f    Elect Director Reed E. Hundt            For       For          Management
1g    Elect Director Brian M. Krzanich        For       For          Management
1h    Elect Director James D. Plummer         For       For          Management
1i    Elect Director David S. Pottruck        For       For          Management
1j    Elect Director Frank D. Yeary           For       For          Management
1k    Elect Director David B. Yoffie          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     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Adopt Holy Land Principles              Against   Against      Shareholder
7     Require Independent Board Chairman      Against   For          Shareholder
8     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2015   Meeting Type: Annual
Record Date:  MAR 20, 2015

#     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       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Amend Omnibus Stock Plan                For       For          Management
5     Require Independent Board Chairman      Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
8     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
9     Report on Certain Vesting Program       Against   For          Shareholder
10    Disclosure of Recoupment Activity from  Against   For          Shareholder
      Senior Officers


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: MAY 05, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1a  Elect Director Ann E. Dunwoody          For       For          Management
1.1b  Elect Director Lewis Kramer             For       For          Management
1.1c  Elect Director Robert B. Millard        For       For          Management
1.1d  Elect Director Vincent Pagano, Jr.      For       For          Management
1.1e  Elect Director H. Hugh Shelton          For       For          Management
1.1f  Elect Director Arthur L. Simon          For       For          Management
1.1g  Elect Director Michael T. Strianese     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     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
5     Amend Bylaws to Call Special Meetings   Against   For          Shareholder


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

LEAR CORPORATION

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard H. Bott          For       For          Management
1b    Elect Director Thomas P. Capo           For       For          Management
1c    Elect Director Jonathan F. Foster       For       For          Management
1d    Elect Director Kathleen A. Ligocki      For       For          Management
1e    Elect Director Conrad L. Mallett, Jr.   For       For          Management
1f    Elect Director Donald L. Runkle         For       For          Management
1g    Elect Director Matthew J. Simoncini     For       For          Management
1h    Elect Director Gregory C. Smith         For       For          Management
1i    Elect Director Henry D.G. Wallace       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


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 21, 2015   Meeting Type: Annual
Record Date:  MAR 16, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George W. Henderson, III For       For          Management
1.2   Elect Director Eric G. Johnson          For       For          Management
1.3   Elect Director M. Leanne Lachman        For       For          Management
1.4   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


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

MACY'S, INC.

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 15, 2015   Meeting Type: Annual
Record Date:  MAR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director John A. Bryant           For       For          Management
1c    Elect Director Deirdre P. Connelly      For       For          Management
1d    Elect Director Meyer Feldberg           For       For          Management
1e    Elect Director Leslie D. Hale           For       For          Management
1f    Elect Director Sara Levinson            For       For          Management
1g    Elect Director Terry J. Lundgren        For       For          Management
1h    Elect Director Joseph Neubauer          For       For          Management
1i    Elect Director Joyce M. Roche           For       For          Management
1j    Elect Director Paul C. Varga            For       For          Management
1k    Elect Director Craig E. Weatherup       For       For          Management
1l    Elect Director Marna C. Whittington     For       For          Management
1m    Elect Director Annie Young-Scrivner     For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 09, 2015   Meeting Type: Annual
Record Date:  APR 15, 2015

#     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 Marc Olivie              For       For          Management
1j    Elect Director Rima Qureshi             For       For          Management
1k    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1l    Elect Director Jackson P. Tai           For       For          Management
1m    Elect Director Edward Suning Tian       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

MICHAEL KORS HOLDINGS LIMITED

Ticker:       KORS           Security ID:  G60754101
Meeting Date: JUL 31, 2014   Meeting Type: Annual
Record Date:  JUN 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Idol             For       For          Management
1b    Elect Director Silas K.F. Chou          For       For          Management
1c    Elect Director Ann McLaughlin Korologos For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: SEP 05, 2014   Meeting Type: Annual
Record Date:  JUL 22, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Thomas Georgens          For       For          Management
1b    Elect Director T. Michael Nevens        For       For          Management
1c    Elect Director Jeffry R. Allen          For       For          Management
1d    Elect Director Tor R. Braham            For       For          Management
1e    Elect Director Alan L. Earhart          For       For          Management
1f    Elect Director Gerald Held              For       For          Management
1g    Elect Director Kathryn M. Hill          For       For          Management
1h    Elect Director George T. Shaheen        For       For          Management
1i    Elect Director Robert T. Wall           For       For          Management
1j    Elect Director Richard P. Wallace       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Establish Public Policy Board Committee Against   Against      Shareholder
7     Ratify Auditors                         For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 05, 2014   Meeting Type: Annual
Record Date:  SEP 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       Withhold     Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       Withhold     Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Naomi O. Seligman        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
5     Adopt Multiple Performance Metrics      Against   For          Shareholder
      Under Executive Incentive Plans
6     Adopt Specific Performance Standards    Against   For          Shareholder
7     Adopt Proxy Access Right                Against   For          Shareholder


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

PARKER-HANNIFIN CORPORATION

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 22, 2014   Meeting Type: Annual
Record Date:  AUG 29, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert G. Bohn           For       For          Management
1.2   Elect Director Linda S. Harty           For       For          Management
1.3   Elect Director William E. Kassling      For       For          Management
1.4   Elect Director Robert J. Kohlhepp       For       For          Management
1.5   Elect Director Kevin A. Lobo            For       For          Management
1.6   Elect Director Klaus-Peter Muller       For       For          Management
1.7   Elect Director Candy M. Obourn          For       For          Management
1.8   Elect Director Joseph M. Scaminace      For       For          Management
1.9   Elect Director Wolfgang R. Schmitt      For       For          Management
1.10  Elect Director Ake Svensson             For       For          Management
1.11  Elect Director James L. Wainscott       For       For          Management
1.12  Elect Director Donald E. Washkewicz     For       For          Management
2     Ratify 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
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  FEB 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shona L. Brown           For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Ian M. Cook              For       For          Management
1.4   Elect Director Dina Dublon              For       For          Management
1.5   Elect Director Rona A. Fairhead         For       For          Management
1.6   Elect Director Richard W. Fisher        For       For          Management
1.7   Elect Director Alberto Ibarguen         For       For          Management
1.8   Elect Director William R. Johnson       For       For          Management
1.9   Elect Director Indra K. Nooyi           For       For          Management
1.10  Elect Director David C. Page            For       For          Management
1.11  Elect Director Robert C. Pohlad         For       For          Management
1.12  Elect Director Lloyd G. Trotter         For       For          Management
1.13  Elect Director Daniel Vasella           For       For          Management
1.14  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     Establish a Board Committee on          Against   Against      Shareholder
      Sustainability
5     Pro-Rata Vesting of Equity Awards       Against   For          Shareholder
6     Report on Plans to Minimize             Against   Against      Shareholder
      Pesticides' Impact on Pollinators


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 09, 2015   Meeting Type: Annual
Record Date:  JAN 12, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Harish Manwani           For       For          Management
1i    Elect Director Steven M. Mollenkopf     For       For          Management
1j    Elect Director Duane A. Nelles          For       For          Management
1k    Elect Director Clark T. 'Sandy' Randt,  For       For          Management
      Jr.
1l    Elect Director Francisco Ros            For       For          Management
1m    Elect Director Jonathan J. Rubinstein   For       For          Management
1n    Elect Director Brent Scowcroft          For       For          Management
1o    Elect Director Marc I. Stern            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  MAR 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Brymer        For       For          Management
1.2   Elect Director Michael L. Campbell      For       For          Management
1.3   Elect Director Alejandro (Alex)         For       For          Management
      Yemenidjian
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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

ROYAL CARIBBEAN CRUISES LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 28, 2015   Meeting Type: Annual
Record Date:  MAR 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John F. Brock            For       For          Management
1b    Elect Director Richard D. Fain          For       For          Management
1c    Elect Director Ann S. Moore             For       For          Management
1d    Elect Director Eyal M. Ofer             For       For          Management
1e    Elect Director William K. Reilly        For       For          Management
1f    Elect Director Vagn O. Sorensen         For       For          Management
1g    Elect Director Donald Thompson          For       For          Management
1h    Elect Director Arne Alexander           For       For          Management
      Wilhelmsen
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Delisting of Shares from Stock  For       For          Management
      Exchange
4     Ratify Pricewaterhouse Coopers LLP as   For       For          Management
      Auditors
5     Report on Plans to Increase Board       Against   Against      Shareholder
      Diversity


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 08, 2015   Meeting Type: Annual
Record Date:  FEB 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Peter L.S. Currie as Director     For       For          Management
1b    Elect K. Vaman Kamath as Director       For       For          Management
1c    Elect V. Maureen Kempston Darkes as     For       For          Management
      Director
1d    Elect Paal Kibsgaard as Director        For       For          Management
1e    Elect Nikolay Kudryavtsev as Director   For       For          Management
1f    Elect Michael E. Marks as Director      For       For          Management
1g    Elect Indra K. Nooyi as Director        For       For          Management
1h    Elect Lubna S. Olayan as Director       For       For          Management
1i    Elect Leo Rafael Reif as Director       For       For          Management
1j    Elect Tore I. Sandvold as Director      For       For          Management
1k    Elect Henri Seydoux as Director         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 13, 2015   Meeting Type: Annual
Record Date:  MAR 17, 2015

#     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 Gary C. Kelly            For       For          Management
1g    Elect Director Nancy B. Loeffler        For       For          Management
1h    Elect Director John T. Montford         For       For          Management
1i    Elect Director Thomas M. Nealon         For       For          Management
1j    Elect Director Daniel D. Villanueva     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John W. Brown            For       For          Management
1b    Elect Director Daniel J. Starks         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Ratify Ernst & Young LLP as Auditors    For       For          Management
6     Adopt Proxy Access Right                Against   For          Shareholder


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

SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867224107
Meeting Date: APR 30, 2015   Meeting Type: Annual
Record Date:  MAR 04, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel E. Benson            For       For          Management
1.2   Elect Director Jacynthe Cote            For       For          Management
1.3   Elect Director Dominic D'Alessandro     For       For          Management
1.4   Elect Director W. Douglas Ford          For       For          Management
1.5   Elect Director John D. Gass             For       For          Management
1.6   Elect Director John R. Huff             For       For          Management
1.7   Elect Director Maureen McCaw            For       For          Management
1.8   Elect Director Michael W. O'Brien       For       For          Management
1.9   Elect Director James W. Simpson         For       For          Management
1.10  Elect Director Eira M. Thomas           For       For          Management
1.11  Elect Director Steven W. Williams       For       For          Management
1.12  Elect Director Michael M. Wilson        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Amend By-laws                           For       For          Management
4     Approve Advance Notice Policy           For       For          Management
5     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 23, 2015   Meeting Type: Annual
Record Date:  FEB 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark S. Bartlett         For       For          Management
1b    Elect Director Edward C. Bernard        For       For          Management
1c    Elect Director Mary K. Bush             For       For          Management
1d    Elect Director Donald B. Hebb, Jr.      For       For          Management
1e    Elect Director Freeman A. Hrabowski,    For       For          Management
      III
1f    Elect Director James A.C. Kennedy       For       For          Management
1g    Elect Director Robert F. MacLellan      For       For          Management
1h    Elect Director Brian C. Rogers          For       For          Management
1i    Elect Director Olympia J. Snowe         For       For          Management
1j    Elect Director Alfred Sommer            For       For          Management
1k    Elect Director Dwight S. Taylor         For       For          Management
1l    Elect Director Anne Marie Whittemore    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LL as Auditors              For       For          Management


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

TEMPLETON DRAGON FUND, INC.

Ticker:       TDF            Security ID:  88018T101
Meeting Date: MAY 28, 2015   Meeting Type: Annual
Record Date:  MAR 31, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ann Torre Bates          For       For          Management
1.2   Elect Director David W. Niemiec         For       For          Management
1.3   Elect Director Frank A. Olson           For       For          Management
1.4   Elect Director Robert E. Wade           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 21, 2015   Meeting Type: Annual
Record Date:  MAR 23, 2015

#     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       For          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       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       Against      Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
6     Report on Certain Vesting Program       Against   For          Shareholder
7     Provide Right to Act by Written Consent Against   For          Shareholder


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

THE MOSAIC COMPANY

Ticker:       MOS            Security ID:  61945C103
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAR 18, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Nancy E. Cooper          For       For          Management
1b    Elect Director Gregory L. Ebel          For       For          Management
1c    Elect Director Denise C. Johnson        For       For          Management
1d    Elect Director Robert L. Lumpkins       For       For          Management
1e    Elect Director William T. Monahan       For       For          Management
1f    Elect Director James L. Popowich        For       For          Management
1g    Elect Director James T. Prokopanko      For       For          Management
1h    Elect Director Steven M. Seibert        For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRINITY INDUSTRIES, INC.

Ticker:       TRN            Security ID:  896522109
Meeting Date: MAY 04, 2015   Meeting Type: Annual
Record Date:  MAR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John L. Adams            For       For          Management
1.2   Elect Director Rhys J. Best             For       For          Management
1.3   Elect Director David W. Biegler         For       For          Management
1.4   Elect Director Antonio Carrillo         For       For          Management
1.5   Elect Director Leldon E. Echols         For       For          Management
1.6   Elect Director Ronald J. Gafford        For       For          Management
1.7   Elect Director Adrian Lajous            For       For          Management
1.8   Elect Director Charles W. Matthews      For       For          Management
1.9   Elect Director Douglas L. Rock          For       For          Management
1.10  Elect Director Dunia A. Shive           For       For          Management
1.11  Elect Director Timothy R. Wallace       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Adjust Par Value of Common Stock        For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew H. Card, Jr.      For       For          Management
1.2   Elect Director Erroll B. Davis, Jr.     For       For          Management
1.3   Elect Director David B. Dillon          For       For          Management
1.4   Elect Director Lance M. Fritz           For       For          Management
1.5   Elect Director Judith Richards Hope     For       For          Management
1.6   Elect Director John J. Koraleski        For       For          Management
1.7   Elect Director Charles C. Krulak        For       For          Management
1.8   Elect Director Michael R. McCarthy      For       For          Management
1.9   Elect Director Michael W. McConnell     For       For          Management
1.10  Elect Director Thomas F. McLarty, III   For       For          Management
1.11  Elect Director Steven R. Rogel          For       For          Management
1.12  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     Stock Retention/Holding Period          Against   For          Shareholder
5     Require Independent Board Chairman      Against   For          Shareholder


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jenne K. Britell         For       For          Management
1.2   Elect Director Jose B. Alvarez          For       For          Management
1.3   Elect Director Bobby J. Griffin         For       For          Management
1.4   Elect Director Michael J. Kneeland      For       For          Management
1.5   Elect Director Singleton B. McAllister  For       For          Management
1.6   Elect Director Brian D. McAuley         For       For          Management
1.7   Elect Director John S. McKinney         For       For          Management
1.8   Elect Director James H. Ozanne          For       For          Management
1.9   Elect Director Jason D. Papastavrou     For       For          Management
1.10  Elect Director Filippo Passerini        For       For          Management
1.11  Elect Director Donald C. Roof           For       For          Management
1.12  Elect Director Keith Wimbush            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


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 01, 2015   Meeting Type: Annual
Record Date:  APR 02, 2015

#     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     Amend Omnibus Stock Plan                For       For          Management
4     Change State of Incorporation from      For       For          Management
      Minnesota to Delaware
5     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
6     Require Independent Board Chairman      Against   Against      Shareholder


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

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 30, 2015   Meeting Type: Annual
Record Date:  MAR 03, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1a  Elect Director Jerry D. Choate          For       For          Management
1.1b  Elect Director Joseph W. Gorder         For       For          Management
1.1c  Elect Director Deborah P. Majoras       For       For          Management
1.1d  Elect Director Donald L. Nickles        For       For          Management
1.1e  Elect Director Philip J. Pfeiffer       For       For          Management
1.1f  Elect Director Robert A. Profusek       For       For          Management
1.1g  Elect Director Susan Kaufman Purcell    For       For          Management
1.1h  Elect Director Stephen M. Waters        For       For          Management
1.1i  Elect Director Randall J. Weisenburger  For       For          Management
1.1j  Elect Director Rayford Wilkins, Jr.     For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shellye L. Archambeau    For       For          Management
1.2   Elect Director Mark T. Bertolini        For       For          Management
1.3   Elect Director Richard L. Carrion       For       For          Management
1.4   Elect Director Melanie L. Healey        For       For          Management
1.5   Elect Director M. Frances Keeth         For       For          Management
1.6   Elect Director Lowell C. McAdam         For       For          Management
1.7   Elect Director Donald T. Nicolaisen     For       For          Management
1.8   Elect Director Clarence Otis, Jr.       For       For          Management
1.9   Elect Director Rodney E. Slater         For       For          Management
1.10  Elect Director Kathryn A. Tesija        For       For          Management
1.11  Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Net Neutrality                Against   For          Shareholder
5     Report on Indirect Political            Against   For          Shareholder
      Contributions
6     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
7     Stock Retention/Holding Period          Against   For          Shareholder
8     Provide Right to Act by Written Consent Against   For          Shareholder


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

ZIMMER HOLDINGS, INC.

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 05, 2015   Meeting Type: Annual
Record Date:  MAR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1a  Elect Director Christopher B. Begley    For       For          Management
1.1b  Elect Director Betsy J. Bernard         For       For          Management
1.1c  Elect Director Paul M. Bisaro           For       For          Management
1.1d  Elect Director Gail K. Boudreaux        For       For          Management
1.1e  Elect Director David C. Dvorak          For       For          Management
1.1f  Elect Director Michael J. Farrell       For       For          Management
1.1g  Elect Director Larry C. Glasscock       For       For          Management
1.1h  Elect Director Robert A. Hagemann       For       For          Management
1.1i  Elect Director Arthur J. Higgins        For       For          Management
1.1j  Elect Director Cecil B. Pickett         For       For          Management
2     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
3     Amend Deferred Compensation Plan        For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors

========== 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 Fund, Inc.

By:

/s/ George R. Alyward
------------------------------
George R. Aylward, President

Date: August 12, 2015