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. -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) c/o Lazard Asset Management LLC 30 Rockefeller Plaza New York, New York 10112 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Nathan A. Paul, Esq. 30 Rockefeller Plaza New York, New York 10112 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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