<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>exh_77c.txt
<DESCRIPTION>VOTES
<TEXT>
A special meeting of shareholders of the Fund was held on July 2, 2014. At the
meeting, shareholders approved a new investment sub-advisory agreement between
the Fund, First Trust and Chartwell Investment Partners, Inc. 10,262,122
(51.38%) of the outstanding voting securities were voted at the meeting. The
number of votes cast in favor of the new investment sub-advisory agreement was
8,549,222, the number of votes against was 536,584, and the number of broker
non-votes was 1,176,316. The terms of the new investment sub-advisory agreement
are substantially similar to the terms of the previous agreement.

</TEXT>
</DOCUMENT>
