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: 811-21511
                                                      -------------

                LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.

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               (Exact name of registrant as specified in charter)

                         c/o Lazard Asset Management LLC
                              30 Rockefeller Plaza
                            New York, New York 10112

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               (Address of principal executive offices) (Zip code)

                              Nathan A. Paul, Esq.
                              30 Rockefeller Plaza
                            New York, New York 10112

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                     (Name and address of agent for service)

       Registrant's telephone number, including area code: (800) 823-6300

                         Date of fiscal year end: 12/31

              Date of reporting period: July 1, 2008-June 30, 2009

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




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

ICA File Number: 811-21511
Reporting Period: 07/01/2008 - 06/30/2009
Lazard Global Total Return & Income Fund, Inc.









=================== LAZARD GLOBAL TOTAL RETURN & INCOME FUND ===================


BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

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


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BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 14, 2009   Meeting Type: Annual
Record Date:  FEB 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruth E. Bruch            For       For          Management
1.2   Elect Director Nicholas M. Donofrio     For       For          Management
1.3   Elect Director Gerald L. Hassell        For       For          Management
1.4   Elect Director Edmund F. Kelly          For       For          Management
1.5   Elect Director Robert P. Kelly          For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Michael J. Kowalski      For       For          Management
1.8   Elect Director John A. Luke, Jr.        For       For          Management
1.9   Elect Director Robert Mehrabian         For       For          Management
1.10  Elect Director Mark A. Nordenberg       For       For          Management
1.11  Elect Director Catherine A. Rein        For       For          Management
1.12  Elect Director William C. Richardson    For       For          Management
1.13  Elect Director Samuel C. Scott III      For       For          Management
1.14  Elect Director John P. Surma            For       For          Management
1.15  Elect Director Wesley W. von Schack     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder


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BP PLC

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 16, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     TO RECEIVE THE DIRECTORS  ANNUAL REPORT For       For          Management
      AND ACCOUNTS
2     TO APPROVE THE DIRECTORS  REMUNERATION  For       Against      Management
      REPORT
3     DIRECTOR MR A BURGMANS                  For       For          Management
4     DIRECTOR MRS C B CARROLL                For       For          Management
5     DIRECTOR SIR WILLIAM CASTELL            For       For          Management
6     DIRECTOR MR I C CONN                    For       For          Management
7     DIRECTOR MR G DAVID                     For       For          Management
8     DIRECTOR MR E B DAVIS, JR               For       For          Management
9     DIRECTOR MR R DUDLEY                    For       For          Management
10    DIRECTOR MR D J FLINT                   For       For          Management
11    DIRECTOR DR B E GROTE                   For       For          Management
12    DIRECTOR DR A B HAYWARD                 For       For          Management
13    DIRECTOR MR A G INGLIS                  For       For          Management
14    DIRECTOR DR D S JULIUS                  For       For          Management
15    DIRECTOR SIR TOM MCKILLOP               For       Withhold     Management
16    DIRECTOR SIR IAN PROSSER                For       For          Management
17    DIRECTOR MR P D SUTHERLAND              For       For          Management
18    TO RE-APPOINT ERNST & YOUNG LLP AS      For       For          Management
      AUDITORS AND AUTHORIZE THEBOARD TO FIX
      THEIR REMUNERATION
19    SPECIAL RESOLUTION: TO GIVE LIMITED     For       For          Management
      AUTHORITY FOR THE PURCHASEOF ITS OWN
      SHARES BY THE COMPANY
20    TO GIVE LIMITED AUTHORITY TO ALLOT      For       For          Management
      SHARES UP TO A SPECIFIEDAMOUNT
21    SPECIAL RESOLUTION: TO GIVE AUTHORITY   For       For          Management
      TO ALLOT A LIMITED NUMBEROF SHARES FOR
      CASH FREE OF PRE-EMPTION RIGHTS
22    SPECIAL RESOLUTION: TO AUTHORIZE THE    For       For          Management
      CALLING OF GENERAL MEETINGS(EXCLUDING
      ANNUAL GENERAL MEETINGS) BY NOTICE OF
      AT LEAST 14CLEAR DAYS


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BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director L. Andreotti             For       For          Management
2     Elect Director L. B. Campbell           For       For          Management
3     Elect Director J. M. Cornelius          For       For          Management
4     Elect Director L. J. Freeh              For       For          Management
5     Elect Director L. H. Glimcher           For       For          Management
6     Elect Director M. Grobstein             For       For          Management
7     Elect Director L. Johansson             For       For          Management
8     Elect Director A. J. Lacy               For       For          Management
9     Elect Director V. L. Sato               For       For          Management
10    Elect Director T. D. West, Jr.          For       For          Management
11    Elect Director R. S. Williams           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
14    Reduce Supermajority Vote Requirement   Against   Against      Shareholder
15    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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CADBURY PLC

Ticker:       CBY            Security ID:  12721E102
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend of 11.1 Pence    For       For          Management
      Per Ordinary Share
3     Approve Remuneration Report             For       For          Management
4     Re-elect Roger Carr as Director         For       For          Management
5     Re-elect Todd Stitzer as Director       For       For          Management
6     Elect Baroness Hogg as Director         For       For          Management
7     Elect Colin Day as Director             For       For          Management
8     Elect Andrew Bonfield as Director       For       For          Management
9     Reappoint Deloitte LLP as Auditors of   For       For          Management
      the Company
10    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
11    Authorise Company and its Subsidiaries  For       For          Management
      to Make EU Political Donations to
      Political Parties or Independent
      Election Candidates, to Political
      Organisations Other than Political
      Parties and to Incur EU Political
      Expenditure up to GBP 100,000
12    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights Under a General
      Authority up to GBP 45,410,520 and an
      Additional Amount Pursuant to a Rights
      Issue of up to GBP 90,821,040 After
      Deducting Any Securities Issued Under
      the General Authority
13    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 6,811,578
14    Authorise Market Purchase of up to GBP  For       For          Management
      13,623,156
15    Approve That a General Meeting Other    For       For          Management
      Than an Annual General  Meeting May Be
      Called on Not Less than 14 Clear Days'
      Notice


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CANON INC.

Ticker:       7751           Security ID:  138006309
Meeting Date: MAR 27, 2009   Meeting Type: Annual
Record Date:  MAR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     DIVIDEND FROM SURPLUS                   For       For          Management
2     PARTIAL AMENDMENT TO THE ARTICLES OF    For       For          Management
      INCORPORATION
3.1   DIRECTOR FUJIO MITARAI                  For       For          Management
3.2   DIRECTOR TSUNEJI UCHIDA                 For       For          Management
3.3   DIRECTOR TOSHIZO TANAKA                 For       For          Management
3.4   DIRECTOR NOBUYOSHI TANAKA               For       For          Management
3.5   DIRECTOR JUNJI ICHIKAWA                 For       For          Management
3.6   DIRECTOR AKIYOSHI MOROE                 For       For          Management
3.7   DIRECTOR KUNIO WATANABE                 For       For          Management
3.8   DIRECTOR YOROKU ADACHI                  For       For          Management
3.9   DIRECTOR YASUO MITSUHASHI               For       For          Management
3.10  DIRECTOR TOMONORI IWASHITA              For       For          Management
3.11  DIRECTOR MASAHIRO OSAWA                 For       For          Management
3.12  DIRECTOR SHIGEYUKI MATSUMOTO            For       For          Management
3.13  DIRECTOR KATSUICHI SHIMIZU              For       For          Management
3.14  DIRECTOR RYOICHI BAMBA                  For       For          Management
3.15  DIRECTOR TOSHIO HOMMA                   For       For          Management
3.16  DIRECTOR MASAKI NAKAOKA                 For       For          Management
3.17  DIRECTOR HARUHISA HONDA                 For       For          Management
3.18  DIRECTOR TOSHIYUKI KOMATSU              For       For          Management
3.19  DIRECTOR TETSURO TAHARA                 For       For          Management
3.20  DIRECTOR SEIJIRO SEKINE                 For       For          Management
3.21  DIRECTOR SHUNJI ONDA                    For       For          Management
3.22  DIRECTOR KAZUNORI FUKUMA                For       For          Management
3.23  DIRECTOR HIDEKI OZAWA                   For       For          Management
3.24  DIRECTOR MASAYA MAEDA                   For       For          Management
3.25  DIRECTOR TOSHIAKI IKOMA                 For       For          Management
4     GRANT OF RETIREMENT ALLOWANCE TO A      For       For          Management
      DIRECTOR TO RETIRE
5     GRANT OF BONUS TO DIRECTORS             For       For          Management
6     ISSUANCE OF SHARE OPTIONS AS STOCK      For       For          Management
      OPTIONS WITHOUT COMPENSATION


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Internet Fragmentation        Against   Against      Shareholder


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Armitage      For       For          Management
1.2   Elect Director Richard H. Auchinleck    For       For          Management
1.3   Elect Director James E. Copeland, Jr.   For       For          Management
1.4   Elect Director Kenneth M. Duberstein    For       For          Management
1.5   Elect Director Ruth R. Harkin           For       For          Management
1.6   Elect Director Harold W. McGraw III     For       For          Management
1.7   Elect Director James J. Mulva           For       For          Management
1.8   Elect Director Harald J. Norvik         For       For          Management
1.9   Elect Director William K. Reilly        For       For          Management
1.10  Elect Director Bobby S. Shackouls       For       For          Management
1.11  Elect Director Victoria J. Tschinkel    For       For          Management
1.12  Elect Director Kathryn C. Turner        For       For          Management
1.13  Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Adopt Principles for Health Care Reform Against   For          Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Report on Political Contributions       Against   For          Shareholder
7     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
8     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
9     Require Director Nominee Qualifications Against   Against      Shareholder


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CREDIT SUISSE GROUP (FORMERLY CS HOLDING)

Ticker:       CS             Security ID:  225401108
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
1.2   Approve Remuneration Report             For       For          Management
1.3   Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Retained Earnings For       For          Management
      and Dividends of CHF 0.10 per Share
4.1   Approve Issuance of Convertible Bonds   For       For          Management
      and/or Options without Preemptive
      Rights; Approve EUR 4 Million Increase
      of Existing Pool of Capital to
      Guarantee Conversion Rights
4.2   Approve Creation of CHF 4 Million Pool  For       For          Management
      of Capital without Preemptive Rights
5.1   Amend Articles Re: Auditors             For       For          Management
5.2   Amend Articles Re: Presence Quorum for  For       For          Management
      Board Resolutions
5.3   Amend Articles Re: Contributions in     For       For          Management
      Kind
6.1.1 Reelect Hans-Ulrich Doerig as Director  For       For          Management
6.1.2 Reelect Walter Kielholz as Director     For       For          Management
6.1.3 Reelect Richard Thornburgh as Director  For       For          Management
6.1.4 Elect Andreas Koopmann as Director      For       For          Management
6.1.5 Elect Urs Rohner as Director            For       For          Management
6.1.6 Elect John Tiner as Director            For       For          Management
6.2   Ratify KPMG AG as Auditors              For       For          Management
6.3   Ratify BDO Visura as Special Auditors   For       For          Management


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CRH PLC

Ticker:       CRH            Security ID:  12626K203
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3a    Reelect W.P. Egan as Director           For       For          Management
3b    Reelect J.M. de Jong as Director        For       For          Management
3c    Reelect M. Lee as Director              For       For          Management
3d    Reelect G.A. Culpepper as Director      For       For          Management
3e    Reelect A. Manifold as Director         For       For          Management
3f    Reelect W.I. O'Mahony as Director       For       For          Management
3g    Reelect M.S. Towe as Director           For       For          Management
4     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
5     Increase in Authorized Share Capital    For       For          Management
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Share Repurchase              For       For          Management
9     Amend Articles of Association Re:       For       For          Management
      Treasury Shares
10    Authorize Reissuance of Treasury Shares For       For          Management
11    Approve Scrip Dividend Program          For       For          Management
12    Approve Notice of Period for            For       For          Management
      Extraordinary General Meetings
13    Amend Articles of Association           For       For          Management


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DIAGEO PLC

Ticker:       DEO            Security ID:  25243Q205
Meeting Date: OCT 15, 2008   Meeting Type: Annual
Record Date:  SEP 8, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     REPORT AND ACCOUNTS 2008                For       For          Management
2     DIRECTORS  REMUNERATION REPORT 2008     For       For          Management
3     DECLARATION OF FINAL DIVIDEND           For       For          Management
4     TO RE-ELECT DR FB HUMER (MEMBER OF      For       For          Management
      NOMINATION COMMITTEE, CHAIRMAN OF
      COMMITTEE) AS A DIRECTOR
5     TO RE-ELECT M LILJA (MEMBER OF AUDIT,   For       For          Management
      NOMINATION, REMUNERATION COMMITTEE) AS
      A DIRECTOR
6     TO RE-ELECT WS SHANAHAN (MEMBER OF      For       For          Management
      AUDIT, NOMINATION, REMUNERATION
      COMMITTEE) AS A DIRECTOR
7     TO RE-ELECT HT STITZER (MEMBER OF       For       For          Management
      AUDIT, NOMINATION, REMUNERATION
      COMMITTEE) AS A DIRECTOR
8     ELECTION OF PG SCOTT (MEMBER OF AUDIT,  For       For          Management
      CHAIRMAN OF COMMITTEE, NOMINATION,
      REMUNERATION) AS A DIRECTOR
9     RATIFY AUDITORS                         For       For          Management
10    AUTHORITY TO ALLOT RELEVANT SECURITIES  For       For          Management
11    DISAPPLICATION OF PRE-EMPTION RIGHTS    For       For          Management
12    AUTHORITY TO PURCHASE OWN ORDINARY      For       For          Management
      SHARES
13    AUTHORITY TO MAKE POLITICAL DONATIONS   For       For          Management
      AND/OR TO INCUR POLITICAL EXPENDITURE
14    ADOPTION OF THE DIAGEO PLC 2008         For       For          Management
      PERFORMANCE SHARE PLAN
15    ADOPTION OF THE DIAGEO PLC 2008 SENIOR  For       For          Management
      EXECUTIVE SHARE OPTION PLAN
16    AUTHORITY TO ESTABLISH INTERNATIONAL    For       For          Management
      SHARE PLANS
17    AMENDMENTS TO THE ARTICLES OF           For       For          Management
      ASSOCIATION


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EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director L.R. Faulkner            For       For          Management
1.3   Elect Director K.C. Frazier             For       For          Management
1.4   Elect Director .W. George               For       For          Management
1.5   Elect Director R.C. King                For       For          Management
1.6   Elect Director M.C. Nelson              For       For          Management
1.7   Elect Director S.J. Palmisano           For       For          Management
1.8   Elect Director S.S Reinemund            For       For          Management
1.9   Elect Director R.W. Tillerson           For       For          Management
1.10  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   For          Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
6     Require Independent Board Chairman      Against   For          Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Average     Against   Against      Shareholder
      U.S. per Capita Income
9     Review Anti-discrimination Policy on    Against   Against      Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
12    Report on Climate Change Impacts on     Against   Against      Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable      Against   Against      Shareholder
      Energy


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GDF SUEZ

Ticker:                      Security ID:  36160B105
Meeting Date: DEC 17, 2008   Meeting Type: Special
Record Date:  NOV 17, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Spin-Off Agreement and Its      For       For          Management
      Remuneration to GDF Investissements 31
2     Approve Spin-Off Agreement and Its      For       For          Management
      Remuneration to GDF Investissements 37
3     Amend Article 16 of the Bylaws Re:      For       For          Management
      Election of Vice-Chairman
4     Amend Articles 13.1 and 13.3 of the     For       For          Management
      Bylaws Re: Election of Shareholder
      Employee Representative to the Board of
      Directors
5     Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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GDF SUEZ

Ticker:                      Security ID:  36160B105
Meeting Date: MAY 4, 2009    Meeting Type: Annual/Special
Record Date:  APR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.20 per Share
4     Approve Auditors' Special Report        For       For          Management
      Regarding Related-Party Transactions
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Elect Patrick Arnaud as Representative  For       Against      Management
      of Employee Shareholders to the Board
7     Elect Charles Bourgeois as              For       Against      Management
      Representative of Employee Shareholders
      to the Board
8     Elect Emmanuel Bridoux as               For       Against      Management
      Representative of Employee Shareholders
      to the Board
9     Elect Gabrielle Prunet as               For       Against      Management
      Representative of Employee Shareholders
      to the Board
10    Elect Jean-Luc Rigo as Representative   For       Against      Management
      of Employee Shareholders to the Board
11    Elect Philippe Taurines as              For       Against      Management
      Representative of Employee Shareholders
      to the Board
12    Elect Robin Vander Putten as            For       Against      Management
      Representative of Employee Shareholders
      to the Board
13    Approve Employee Stock Purchase Plan    For       For          Management
      for International Employees
14    Authorize up to 0.5 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
15    Authorize up to 0.5 Percent of Issued   For       Against      Management
      Capital for Use in Restricted Stock
      Plan
16    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities
A     Authorize up to 0.5 Percent of Issued   Against   Against      Shareholder
      Capital for Use in Stock Option Plan to
      All Employees
B     Authorize up to 0.5 Percent of Issued   Against   Against      Shareholder
      Capital for Use in Restricted Stock
      Plan  to All Employees and Officers
C     Approve Dividends of EUR 0.80 per Share Against   Against      Shareholder


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GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James I. Cash, Jr.       For       For          Management
1.2   Elect Director William M. Castell       For       For          Management
1.3   Elect Director Ann M. Fudge             For       For          Management
1.4   Elect Director Susan Hockfield          For       For          Management
1.5   Elect Director Jeffrey R. Immelt        For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Alan G. (A.G.) Lafley    For       For          Management
1.8   Elect Director Robert W. Lane           For       For          Management
1.9   Elect Director Ralph S. Larsen          For       For          Management
1.10  Elect Director Rochelle B. Lazarus      For       For          Management
1.11  Elect Director James J. Mulva           For       For          Management
1.12  Elect Director Sam Nunn                 For       For          Management
1.13  Elect Director Roger S. Penske          For       For          Management
1.14  Elect Director Robert J. Swieringa      For       For          Management
1.15  Elect Director Douglas A. Warner III    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
5     Evaluate the Potential Conversion of    Against   Against      Shareholder
      the Corporation's Business Units into
      Four or More Public Corporations and
      Distribute New Shares
6     Adopt Policy to Cease the Payments of   Against   For          Shareholder
      Dividends or Equivalent Payments to
      Senior Executives for Shares Not Owned
7     Submit Severance Agreement (Change in   Against   For          Shareholder
      Control) to shareholder Vote


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GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 20, 2009   Meeting Type: Annual/Special
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect James Murdoch as Director         For       For          Management
4     Re-elect Larry Culp as Director         For       For          Management
5     Re-elect Sir Crispin Davis as Director  For       For          Management
6     Re-elect Dr Moncef Slaoui as Director   For       For          Management
7     Re-elect Tom de Swaan as Director       For       For          Management
8     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
9     Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
10    Authorise the Company and its           For       For          Management
      Subsidiaries to Make EU Political
      Donations to Political Organisations
      Other than Political Parties up to GBP
      50,000 and to Incur EU Political
      Expenditure up to GBP 50,000
11    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights Under a General
      Authority up to GBP 432,359,137 and an
      Additional Amount Pursuant to a Rights
      Issue of up to GBP 864,692,333 After
      Deducting Any Securities Issued Under
      the General Authority
12    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 64,854,519
13    Authorise 518,836,153 Ordinary Shares   For       For          Management
      for Market Purchase
14    Approve the Exemption from Statement of For       For          Management
      the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditor's Reports
15    Approve That a General Meeting of the   For       For          Management
      Company Other Than an Annual General
      Meeting May Be Called on Not Less Than
      14 Clear Days' Notice
16    Approve GlaxoSmithKline 2009            For       For          Management
      Performance Share Plan
17    Approve GlaxoSmithKline 2009 Share      For       For          Management
      Option Plan
18    Approve GlaxoSmithKline 2009 Deferred   For       For          Management
      Annual Bonus Plan


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director David H. Batchelder      For       For          Management
3     Elect Director Francis S. Blake         For       For          Management
4     Elect Director Ari Bousbib              For       For          Management
5     Elect Director Gregory D. Brenneman     For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Approve Right to Call Special Meetings  For       Against      Management
12    Provide for Cumulative Voting           Against   For          Shareholder
13    Call Special Meetings                   Against   For          Shareholder
14    Prepare Employment Diversity Report     Against   For          Shareholder
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Assess Energy Use and Establish         Against   For          Shareholder
      Reduction Targets


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

HSBC HOLDINGS PLC

Ticker:       HBC            Security ID:  404280406
Meeting Date: MAR 19, 2009   Meeting Type: Special
Record Date:  MAR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Authorised Ordinary For       For          Management
      Share Capital from USD 7,500,100,000,
      GBP 401,500 and EUR 100,000 to USD
      10,500,100,000, GBP 401,500 and EUR
      100,000
2     Subject to the Passing of Resolution 1, For       For          Management
      Authorise Issue of Equity or
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 2,530,200,000
      (Rights Issue)
3     Subject to the Passing of Resolution 2, For       For          Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 2,530,200,000
      (Rights Issue)


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

HSBC HOLDINGS PLC

Ticker:       HBC            Security ID:  404280406
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3a    Re-elect Safra Catz as Director         For       For          Management
3b    Re-elect Vincent Cheng as Director      For       For          Management
3c    Re-elect Marvin Cheung as Director      For       For          Management
3d    Re-elect John Coombe as Director        For       For          Management
3e    Re-elect Jose Duran as Director         For       For          Management
3f    Re-elect Rona Fairhead as Director      For       For          Management
3g    Re-elect Douglas Flint as Director      For       For          Management
3h    Re-elect Alexander Flockhart as         For       For          Management
      Director
3i    Re-elect Lun Fung as Director           For       For          Management
3j    Re-elect Michael Geoghegan as Director  For       For          Management
3k    Re-elect Stephen Green as Director      For       For          Management
3l    Re-elect Stuart Gulliver as Director    For       For          Management
3m    Re-elect James Hughes-Hallett as        For       For          Management
      Director
3n    Re-elect Sam Laidlaw as Director        For       For          Management
3o    Re-elect J Lomaxas Director             For       For          Management
3p    Re-elect Sir Mark Moody-Stuart as       For       For          Management
      Director
3q    Re-elect Gwyn Morgan as Director        For       For          Management
3r    Re-elect Nagavara Murthy as Director    For       For          Management
3s    Re-elect Simon Robertson as Director    For       For          Management
3t    Re-elect John Thornton as Director      For       For          Management
3u    Re-elect Sir Brian Williamson as        For       For          Management
      Director
4     Reappoint KPMG Audit plc as Auditors    For       For          Management
      and Authorise the Group Audit Committee
      to Determine Their Remuneration
5     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 100,000
6     Subject to the Passing of Resolution 5, For       For          Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP
7     Authorise 1,720,481,200 Ordinary Shares For       For          Management
      for Market Purchase
8     Adopt New Articles of Association       For       For          Management
9     Approve That a General Meeting Other    For       For          Management
      Than an Annual General Meeting May Be
      Called on Not Less Than 14 Clear Days'
      Notice


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. J. P. Belda           For       For          Management
1.2   Elect Director C. Black                 For       For          Management
1.3   Elect Director W. R. Brody              For       For          Management
1.4   Elect Director K. I. Chenault           For       For          Management
1.5   Elect Director M. L. Eskew              For       For          Management
1.6   Elect Director S. A. Jackson            For       For          Management
1.7   Elect Director T. Nishimuro             For       For          Management
1.8   Elect Director  J. W. Owens             For       For          Management
1.9   Elect Director S. J. Palmisano          For       For          Management
1.10  Elect Director J. E. Spero              For       For          Management
1.11  Elect Director S. Taurel                For       For          Management
1.12  Elect Director L. H. Zambrano           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Review Executive Compensation           Against   Against      Shareholder
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Michael M.E. Johns       For       For          Management
1.4   Elect Director Arnold G. Langbo         For       For          Management
1.5   Elect Director Susan L. Lindquist       For       For          Management
1.6   Elect Director Leo F. Mullin            For       For          Management
1.7   Elect Director Wiliam D. Perez          For       For          Management
1.8   Elect Director Charles Prince           For       For          Management
1.9   Elect Director David Satcher            For       For          Management
1.10  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Crandall C. Bowles       For       For          Management
1.2   Elect Director Stephen B. Burke         For       For          Management
1.3   Elect Director David M. Cote            For       For          Management
1.4   Elect Director James S. Crown           For       For          Management
1.5   Elect Director James Dimon              For       For          Management
1.6   Elect Director Ellen V. Futter          For       For          Management
1.7   Elect Director William H. Gray, III     For       For          Management
1.8   Elect Director Laban P. Jackson, Jr.    For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Lee R. Raymond           For       For          Management
1.11  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Disclose Prior Government Service       Against   Against      Shareholder
5     Provide for Cumulative Voting           Against   Against      Shareholder
6     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
7     Report on Predatory Lending Policies    Against   Against      Shareholder
8     Amend Key Executive Performance Plan    Against   For          Shareholder
9     Stock Retention/Holding Period          Against   Against      Shareholder
10    Prepare Carbon Principles Report        Against   Against      Shareholder


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 5, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director William H. Gates, III    For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Reed Hastings            For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Approve Executive Incentive Bonus Plan  For       For          Management
11    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
12    Ratify Auditors                         For       For          Management
13    Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Charitable Contributions      Against   Against      Shareholder


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

MITSUBISHI UFJ FINANCIAL GROUP

Ticker:       8306           Security ID:  606822104
Meeting Date: JUN 26, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 5 for Ordinary
      Shares
2     Amend Articles To Amend Provisions on   For       For          Management
      Preferred Shares to Reflect
      Cancellation - Reflect Digitalization
      of Share Certificates - Authorize
      Public Announcements in Electronic
      Format
3.1   Elect Director Ryosuke Tamakoshi        For       For          Management
3.2   Elect Director Haruya Uehara            For       For          Management
3.3   Elect Director Nobuo Kuroyanagi         For       For          Management
3.4   Elect Director Kyota Omori              For       For          Management
3.5   Elect Director Saburo Sano              For       For          Management
3.6   Elect Director Hiroshi Saito            For       For          Management
3.7   Elect Director Nobushige Kamei          For       For          Management
3.8   Elect Director Shintaro Yasuda          For       For          Management
3.9   Elect Director Katsunori Nagayasu       For       For          Management
3.10  Elect Director Fumiyuki Akikusa         For       For          Management
3.11  Elect Director Kazuo Takeuchi           For       For          Management
3.12  Elect Director Kinya Okauchi            For       For          Management
3.13  Elect Director Kaoru Wachi              For       For          Management
3.14  Elect Director Takashi Oyamada          For       For          Management
3.15  Elect Director Akio Harada              For       For          Management
3.16  Elect Director Ryuji Araki              For       For          Management
3.17  Elect Director Takuma Otoshi            For       For          Management
4.1   Appoint Statutory Auditor Tetsuo Maeda  For       For          Management
4.2   Appoint Statutory Auditor Tsutomu       For       For          Management
      Takasuka
4.3   Appoint Statutory Auditor Kunie Okamoto For       For          Management
4.4   Appoint Statutory Auditor Yasushi Ikeda For       For          Management


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

NESTLE SA

Ticker:       NSRGY          Security ID:  641069406
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       For          Management
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 1.40 per Share
4.1.1 Reelect Daniel Borel as Director        For       For          Management
4.1.2 Reelect Carolina Mueller-Moehl as       For       For          Management
      Director
4.2   Ratify KPMG AG as Auditors              For       For          Management
5     Approve CHF 180 million Reduction in    For       For          Management
      Share Capital
6     MARK THE FOR BOX TO THE RIGHT IF YOU    None      Against      Management
      WISH TO GIVE A PROXY TO INDEPENDENT
      REPRESENTATIVE, MR. JEAN-LUDOVIC
      HARTMAN


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

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Calling the Meeting to Order            None      None         Management
3     Designate Inspector or Shareholder      None      None         Management
      Representative(s) of Minutes of Meeting
4     Acknowledge Proper Convening of Meeting None      None         Management
5     Prepare and Approve List of             None      None         Management
      Shareholders
6     Receive Financial Statements and        None      None         Management
      Statutory Reports; Receive CEO's Review
7     Accept Financial Statements and         For       For          Management
      Statutory Reports
8     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 Per Share
9     Approve Discharge of Board and          For       For          Management
      President
10    Approve Remuneration of Directors in    For       For          Management
      the Amount of EUR 440,000 for Chairman,
      EUR 150,000 for Vice Chairman, and EUR
      130,000 for Other Directors; Approve
      Remuneration for Committee Work
11    Fix Number of Directors at 11           For       For          Management
12.1  Reelect Georg Ehrnrooth as Director     For       For          Management
12.2  Reelect Lalita D. Gupte as Director     For       For          Management
12.3  Reelect Bengt Holmstrom as Director     For       For          Management
12.4  Reelect Henning Kagermann as Director   For       For          Management
12.5  Reelect Olli-Pekka Kallasvuo as         For       For          Management
      Director
12.6  Reelect Per Karlsson as Director        For       For          Management
12.7  Reelect Jorma Ollila as Director        For       For          Management
12.8  Reelect Marjorie Scardino as Director   For       For          Management
12.9  Reelect Risto Siilasmaa as Director     For       For          Management
12.10 Reelect Keijo Suila as Directors as     For       For          Management
      Director
12.11 Elect Isabel Marey-Semper as New        For       For          Management
      Director
13    Approve Remuneration of Auditors        For       For          Management
14    Ratify PricewaterhouseCoopers Oy as     For       For          Management
      Auditors
15    Authorize Repurchase of up to 360       For       For          Management
      Million Nokia Shares
16    Close Meeting                           None      None         Management
17    MARK THE FOR BOX IF YOU WISH TO         None      Against      Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH
      LEGALCOUNSELS OF NOKIA CORPORATION, TO
      VOTE, IN THEIR DISCRETION, ONYOUR
      BEHALF ONLY UPON ITEM 17.


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

NOMURA HOLDINGS INC.

Ticker:       8604           Security ID:  65535H208
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles To Approve Creation of   For       For          Management
      New Classes of Preferred Shares -
      Reflect Digitalization of Share
      Certificates
2.1   Elect Director Junichi Ujiie            For       For          Management
2.2   Elect Director Kenichi Watanabe         For       For          Management
2.3   Elect Director Takumi Shibata           For       For          Management
2.4   Elect Director Masanori Itatani         For       For          Management
2.5   Elect Director Yoshifumi Kawabata       For       For          Management
2.6   Elect Director Masaharu Shibata         For       For          Management
2.7   Elect Director Hideaki Kubori           For       For          Management
2.8   Elect Director Haruo Tsuji              For       For          Management
2.9   Elect Director Fumihide Nomura          For       For          Management
2.10  Elect Director Masahiro Sakane          For       For          Management
2.11  Elect Director Tsuguoki Fujinuma        For       For          Management
2.12  Elect Director Hajime Sawabe            For       For          Management
3     Approve Stock Option Plan and           For       For          Management
      Deep-Discount Option Plan


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

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 24, 2009   Meeting Type: Annual
Record Date:  JAN 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2 per Share
4     Approve CHF 3 Million Reduction in      For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares
5.1   Amend Articles Re: Require Annual       Against   For          Shareholder
      Advisory Vote on Remuneration Report,
      incl. Disclosure of Compensation Amount
      Paid to Board of Directors and
      Executive Management
5.2   Amend Corporate Purpose Re:             For       For          Management
      Sustainability
5.3   Amend Articles Re: Auditors             For       For          Management
6.1   Retirement of Peter Burckhardt and      None      None         Management
      William George as Directors
      (Non-Voting)
6.2.1 Reelect Srikant Datar as Director       For       For          Management
6.2.2 Reelect Andreas von Planta as Director  For       For          Management
6.2.3 Reelect Wendelin Wiedeking as Director  For       For          Management
6.2.4 Reelect Rolf Zinkernagel as Director    For       For          Management
6.3   Elect William Brody as Director         For       For          Management
7     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2008   Meeting Type: Annual
Record Date:  AUG 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey O. Henley        For       For          Management
1.2   Elect Director Lawrence J. Ellison      For       For          Management
1.3   Elect Director Donald L. Lucas          For       For          Management
1.4   Elect Director Michael J. Boskin        For       For          Management
1.5   Elect Director Jack F. Kemp             For       For          Management
1.6   Elect Director Jeffrey S. Berg          For       For          Management
1.7   Elect Director Safra A. Catz            For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director H. Raymond Bingham       For       For          Management
1.10  Elect Director Charles E. Phillips, Jr. For       For          Management
1.11  Elect Director Naomi O. Seligman        For       For          Management
1.12  Elect Director George H. Conrades       For       For          Management
1.13  Elect Director Bruce R. Chizen          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

SANOFI AVENTIS

Ticker:       SNY            Security ID:  80105N105
Meeting Date: APR 17, 2009   Meeting Type: Annual/Special
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.20 per Share
4     Ratify Appointment of Chris Viehbacher  For       For          Management
      as Director
5     Approve Auditors' Special Report        For       For          Management
      Regarding Related-Party Transactions
6     Approve Transaction with Chris          For       Against      Management
      Viehbacher Re: Severance Payments
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
9     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 500 Million
10    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
11    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
12    Authorize Capitalization of Reserves of For       For          Management
      Up to EUR 500 Million for Bonus Issue
      or Increase in Par Value
13    Approve Employee Stock Purchase Plan    For       For          Management
14    Authorize up to 2.5  Percent of Issued  For       Against      Management
      Capital for Use in Stock Option Plan
15    Authorize up to 1.0 Percent of Issued   For       Against      Management
      Capital for Use in Restricted Stock
      Plan
16    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
17    Amend Article 15 of the Bylaws Re:      For       For          Management
      Audit Committee
18    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SUEZ

Ticker:                      Security ID:  864686100
Meeting Date: JUL 16, 2008   Meeting Type: Annual/Special
Record Date:  JUN 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger by Absorption of Rivolam For       For          Management
2     Approve Spin-Off of Suez Environnement  For       For          Management
3     Approve Distribution of 65 percent of   For       For          Management
      Suez Environnement to Suez's
      Shareholders
4     Approve Special Auditors' Report        For       For          Management
      Regarding Related-Party Transactions
5     Approve Merger by Absorption of Suez by For       For          Management
      GDF
6     Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

TOTAL SA

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 15, 2009   Meeting Type: Annual/Special
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.28  per Share
4     Approve Special Auditors' Report        For       For          Management
      Presenting  Ongoing Related-Party
      Transactions
5     Approve Transaction with Thierry        For       For          Management
      Desmarest
6     Approve Transaction with Christophe de  For       For          Management
      Margerie
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Reelect Anne Lauvergeon as Director     For       Against      Management
9     Reelect Daniel Bouton as Director       For       Against      Management
10    Reelect Bertrand Collomb as Director    For       For          Management
11    Reelect Christophe de Margerie as       For       For          Management
      Director
12    Reelect Michel Pebereau as Director     For       Against      Management
13    Electe Patrick Artus as Director        For       For          Management
14    Amend Article 12 of Bylaws Re: Age      For       For          Management
      Limit for Chairman
A     Amend Article 19 of Bylaws Re:          Against   Against      Shareholder
      Disclosure of Individual Stock Option
      Plans
B     Amend Article 11 of Bylaws Re:          Against   Against      Shareholder
      Nomination of Employee's  Shareholder
      Representative to the Board of
      Directors
C     Approve Restricted Stock Plan for       Against   Against      Shareholder
      Employee


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

UBS AG

Ticker:       UBS            Security ID:  H89231338
Meeting Date: OCT 2, 2008    Meeting Type: Special
Record Date:  SEP 3, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     ELECTION OF DIRECTOR: SALLY BOTT        For       For          Management
2     ELECTION OF DIRECTOR: RAINER-MARC FREY  For       For          Management
3     ELECTION OF DIRECTOR: BRUNO GEHRIG      For       For          Management
4     ELECTION OF DIRECTOR: WILLIAM G.        For       For          Management
      PARRETT
5     AMENDMENTS TO THE ARTICLES OF           For       For          Management
      ASSOCIATION: ADJUSTMENT TO THE NEW UBS
      CORPORATE GOVERNANCE EFFECTIVE AS OF 1
      JULY 2008
6     IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS For       Against      Management
      DURING THE EXTRAORDINARY GENERAL
      MEETING, I/WE AUTHORIZE MY/OUR PROXY TO
      ACT IN ACCORDANCE WITH THE BOARD OF
      DIRECTORS


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

UBS AG

Ticker:       UBS            Security ID:  H89231338
Meeting Date: NOV 27, 2008   Meeting Type: Special
Record Date:  OCT 31, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     MANDATORY CONVERTIBLE NOTES CREATION OF For       For          Management
      CONDITIONAL CAPITAL APPROVAL OF ARTICLE
      4A PARA. 4 OF THE ARTICLES OF
      ASSOCIATION
2     IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS For       Against      Management
      DURING THE EXTRAORDINARY GENERAL
      MEETING, I/WE AUTHORIZE MY/OUR PROXY TO
      ACT IN ACCORDANCE WITH THE BOARD OF
      DIRECTORS


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

UBS AG

Ticker:       UBS            Security ID:  H89231338
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
1.2   Approve 2009 Compensation Model         For       Did Not Vote Management
2     Approve Carrying Forward of Net Loss    For       Did Not Vote Management
3.1.1 Reelect Peter Voser as Director         For       Did Not Vote Management
3.1.2 Reelect David Sidwell as Director       For       Did Not Vote Management
3.1.3 Reelect Sally Bott as Director          For       Did Not Vote Management
3.1.4 Reelect Rainer-Marc Frey as Director    For       Did Not Vote Management
3.1.5 Reelect Bruno Gehrig as Director        For       Did Not Vote Management
3.1.6 Reelect William Parrett as Director     For       Did Not Vote Management
3.2.1 Elect Kaspar Villiger as Director       For       Did Not Vote Management
3.2.2 Elect Michel Demare as Director         For       Did Not Vote Management
3.2.3 Elect Ann Goodbehere as Director        For       Did Not Vote Management
3.2.4 Elect Axel Lehmann as Director          For       Did Not Vote Management
3.3   Ratify Ernst & Young Ltd. as Auditors   For       Did Not Vote Management
3.4   Ratify BDO Visura as Special Auditors   For       Did Not Vote Management
4     Approve Issuance of Warrants without    For       Did Not Vote Management
      Preemptive Rights; Approve Creation of
      CHF 10 Million Pool of Capital to
      Guarantee Conversion Rights
5     Approve Creation of CHF 29.3 Million    For       Did Not Vote Management
      Pool of Capital without Preemptive
      Rights


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis R. Chenevert       For       For          Management
1.2   Elect Director George David             For       For          Management
1.3   Elect Director John V. Faraci           For       For          Management
1.4   Elect Director Jean-Pierre Garnier      For       For          Management
1.5   Elect Director Jamie S. Gorelick        For       For          Management
1.6   Elect Director Carlos M. Gutierrez      For       For          Management
1.7   Elect Director Edward A. Kangas         For       For          Management
1.8   Elect Director Charles R. Lee           For       For          Management
1.9   Elect Director Richard D. McCormick     For       For          Management
1.10  Elect Director Harold McGraw III        For       For          Management
1.11  Elect Director Richard B. Myers         For       For          Management
1.12  Elect Director H. Patrick Swygert       For       For          Management
1.13  Elect Director Andre Villeneuve         For       For          Management
1.14  Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Foreign Military Sales        Against   Against      Shareholder
      Offsets


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 29, 2008   Meeting Type: Annual
Record Date:  JUN 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Sir John Bond as Director      For       For          Management
3     Re-elect John Buchanan as Director      For       For          Management
4     Re-elect Vittorio Colao as Director     For       For          Management
5     Re-elect Andy Halford as Director       For       For          Management
6     Re-elect Alan Jebson as Director        For       For          Management
7     Re-elect Nick Land as Director          For       For          Management
8     Re-elect Anne Lauvergeon as Director    For       For          Management
9     Re-elect Simon Murray as Director       For       For          Management
10    Re-elect Luc Vandevelde as Director     For       For          Management
11    Re-elect Anthony Watson as Director     For       For          Management
12    Re-elect Philip Yea as Director         For       For          Management
13    Approve Final Dividend of 5.02 Pence    For       For          Management
      Per Ordinary Share
14    Approve Remuneration Report             For       For          Management
15    Reappoint Deloitte & Touche LLP as      For       For          Management
      Auditors of the Company
16    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
17    Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 1,100,000,000
18    Subject to the Passing of Resolution    For       For          Management
      17, Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 300,000,000
19    Authorise 5,300,000,000 Ordinary Shares For       For          Management
      for Market Purchase
20    Authorise the Company and its           For       For          Management
      Subsidiaries to Make EU Political
      Donations to Political Parties, and/or
      Independent Election Candidates, to
      Political Organisations Other Than
      Political Parties and Incur EU
      Political Expenditure up to GBP 100,000
21    Amend Articles of Association           For       For          Management
22    Approve Vodafone Group 2008 Sharesave   For       For          Management
      Plan

========== 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.


LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.

By:    /s/ Charles Carroll
       ---------------------------
       Charles Carroll
       Chief Executive Officer


Date:  August 25, 2009

Pursuant to the requirements of the Investment Company Act of 1940, this Report
has been signed below by the principal executive officer on behalf of the
Registrant on the date indicated.


By:    /s/ Charles Carroll
       ---------------------------
       Charles Carroll
       Chief Executive Officer


Date:  August 25, 2009