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, 2011-June 30, 2012

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



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

ICA File Number: 811-21511
Reporting Period: 07/01/2011 - 06/30/2012
Lazard Global Total Return & Income Fund, Inc.









=================== Lazard Global Total Return & Income Fund ===================


BANCO SANTANDER S.A.

Ticker:       SAN            Security ID:  05964H105
Meeting Date: MAR 29, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.A   Accept Individual and Consolidated      For       For          Management
      Financial Statements and Statutory
      Reports for FY 2011
1.B   Approve Discharge of Directors for FY   For       For          Management
      2011
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.60 Per Share
3.A   Elect Esther Gimenez-Salinas Colomer    For       For          Management
      as Director
3.B   Ratify Appointment of and Elect         For       For          Management
      Vittorio Corbo Lioi as Director
3.C   Reelect Juan Rodriguez Inciarte as      For       For          Management
      Director
3.D   Reelect Emilio Botin-Sanz de Sautuola   For       For          Management
      y Garcia de los Rios as Director
3.E   Reelect Matias Rodriguez Inciarte as    For       For          Management
      Director
3.F   Reelect Manuel Soto Serrano as Director For       For          Management
4     Renew Appointment of Deloitte as        For       For          Management
      Auditor
5.A   Amend Articles 22, 23, 24, 27, 31, and  For       For          Management
      61
5.B   Amend Article 69                        For       For          Management
6.A   Amend 4, 5, 6, 7, and 8 of General      For       For          Management
      Meeting Regulations
6.B   Amend Articles 18, 19, 21, 22, and 26   For       For          Management
      of General Meeting Regulations
7     Authorize Capital Increase of EUR 500   For       For          Management
      Million
8     Authorize Increase in Capital up to 50  For       For          Management
      Percent via Issuance of Equity or
      Equity-Linked Securities, Excluding
      Preemptive Rights of up to 20 Percent
9.A   Authorize Capital Increase Charged      For       For          Management
      against Voluntary Reserves for Bonus
      Issue; Amend Article 5 of Bylaws
      Accordingly; Approve Listing of Shares
9.B   Authorize Capital Increase Charged      For       For          Management
      against Voluntary Reserves for Bonus
      Issue; Amend Article 5 of Bylaws
      Accordingly; Approve Listing of Shares
9.C   Authorize Capital Increase Charged      For       For          Management
      against Voluntary Reserves for Bonus
      Issue; Amend Article 5 of Bylaws
      Accordingly; Approve Listing of Shares
9.D   Authorize Capital Increase Charged      For       For          Management
      against Voluntary Reserves for Bonus
      Issue; Amend Article 5 of Bylaws
      Accordingly; Approve Listing of Shares
10.A  Authorize Issuance of Convertible Debt  For       For          Management
      Securities up to EUR 8 Billion with 20
      Percent Dilution Limit on Issues
      Excluding Preemptive Rights
10.B  Authorize Issuance of Non-convertible   For       For          Management
      Debt and Fixed-Income Securities up to
      EUR 40 Billion
10.C  Approve New Conversion Date for 2007    For       For          Management
      Mandatorily Convertible Debentures
11.A  Approve Deferred Annual Bonus under     For       For          Management
      Second Cycle of Deferred and
      Conditional Variable Remuneration Plan
11.B  Approve Deferred Annual Share Bonus     For       For          Management
      Plan under Third Cycle of Deferred and
      Conditional Share Plan
11.C  Approve Savings Plan for Santander UK   For       For          Management
      plc Employees and Other Companies of
      Santander Group in UK
12    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
13    Advisory Vote on Remuneration Report    For       For          Management


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BHP BILLITON LIMITED

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 17, 2011   Meeting Type: Annual
Record Date:  SEP 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for BHP Billiton
      Limited and BHP Billiton Plc
2     Elect Lindsay Maxsted as a Director of  For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
3     Elect Shriti Vadera as a Director of    For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
4     Elect Malcolm Broomhead as a Director   For       For          Management
      of BHP Billiton Limited and BHP
      Billiton Plc
5     Elect John Buchanan as a Director of    For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
6     Elect Carlos Cordeiro as a Director of  For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
7     Elect David Crawford as a Director of   For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
8     Elect Carolyn Hewson as a Director of   For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
9     Elect Marius Kloppers as a Director of  For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
10    Elect Wayne Murdy as a Director of BHP  For       For          Management
      Billiton Limited and BHP Billiton Plc
11    Elect Keith Rumble as a Director of     For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
12    Elect John Schubert as a Director of    For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
13    Elect Jacques Nasser as a Director of   For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
14    Appoint KPMG Audit Plc as Auditors of   For       For          Management
      BHP Billiton Plc
15    Approve the Authority to Issue Shares   For       For          Management
      in BHP Biliton Plc
16    Approve the Authority to Issue Shares   For       For          Management
      in BHP Biliton Plc for Cash
17    Approve the Repurchase of Up to 213.62  For       For          Management
      Million Shares in BHP Billiton Plc
18    Approve the Remuneration Report         For       For          Management
19    Approve the Termination Benefits for    For       For          Management
      Group Management Committee Members
20    Approve the Grant of Awards to Marius   For       For          Management
      Kloppers under the Group Incentive
      Scheme and the Long Term Incentive Plan


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BP PLC

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Robert Dudley as Director      For       For          Management
4     Re-elect Iain Conn as Director          For       For          Management
5     Elect Dr Brian Gilvary as Director      For       For          Management
6     Re-elect Dr Byron Grote as Director     For       For          Management
7     Re-elect Paul Anderson as Director      For       For          Management
8     Re-elect Frank Bowman as Director       For       For          Management
9     Re-elect Antony Burgmans as Director    For       For          Management
10    Re-elect Cynthia Carroll as Director    For       For          Management
11    Re-elect George David as Director       For       For          Management
12    Re-elect Ian Davis as Director          For       For          Management
13    Elect Dame Ann Dowling as Director      For       For          Management
14    Re-elect Brendan Nelson as Director     For       For          Management
15    Re-elect Phuthuma Nhleko as Director    For       For          Management
16    Elect Andrew Shilston as Director       For       For          Management
17    Re-elect Carl-Henric Svanberg as        For       For          Management
      Director
18    Reappoint Ernst & Young LLP as          For       For          Management
      Auditors and Authorise Their
      Remuneration
19    Authorise Market Purchase               For       For          Management
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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BRITISH AMERICAN TOBACCO PLC

Ticker:       BATS           Security ID:  110448107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
5     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
6     Re-elect Richard Burrows as Director    For       For          Management
7     Re-elect John Daly as Director          For       For          Management
8     Re-elect Karen de Segundo as Director   For       For          Management
9     Re-elect Nicandro Durante as Director   For       For          Management
10    Re-elect Robert Lerwill as Director     For       For          Management
11    Re-elect Christine Morin-Postel as      For       For          Management
      Director
12    Re-elect Gerry Murphy as Director       For       For          Management
13    Re-elect Kieran Poynter as Director     For       For          Management
14    Re-elect Anthony Ruys as Director       For       For          Management
15    Re-elect Sir Nicholas Scheele as        For       For          Management
      Director
16    Re-elect Ben Stevens as Director        For       For          Management
17    Elect Ann Godbehere as Director         For       For          Management
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase               For       For          Management
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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CANON INC.

Ticker:       7751           Security ID:  138006309
Meeting Date: MAR 29, 2012   Meeting Type: Annual
Record Date:  DEC 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 60
2     Amend Articles To Authorize Internet    For       For          Management
      Disclosure of Shareholder Meeting
      Materials - Indemnify Directors and
      Statutory Auditors
3.1   Elect Director Mitarai, Fujio           For       For          Management
3.2   Elect Director Tanaka, Toshizo          For       For          Management
3.3   Elect Director Ikoma, Toshiaki          For       For          Management
3.4   Elect Director Watanabe, Kunio          For       For          Management
3.5   Elect Director Adachi, Yoroku           For       For          Management
3.6   Elect Director Mitsuhashi, Yasuo        For       For          Management
3.7   Elect Director Matsumoto, Shigeyuki     For       For          Management
3.8   Elect Director Homma, Toshio            For       For          Management
3.9   Elect Director Nakaoka, Masaki          For       For          Management
3.10  Elect Director Honda, Haruhisa          For       For          Management
3.11  Elect Director Ozawa, Hideki            For       For          Management
3.12  Elect Director Maeda, Masaya            For       For          Management
3.13  Elect Director Tani, Yasuhiro           For       For          Management
3.14  Elect Director Araki, Makoto            For       For          Management
3.15  Elect Director Suematsu, Hiroyuki       For       For          Management
3.16  Elect Director Uzawa, Shigeyuki         For       For          Management
3.17  Elect Director Nagasawa, Kenichi        For       For          Management
3.18  Elect Director Otsuka, Naoji            For       For          Management
4     Appoint Statutory Auditor Uramoto,      For       For          Management
      Kengo
5     Approve Retirement Bonus Payment for    For       Against      Management
      Directors
6     Approve Annual Bonus Payment to         For       For          Management
      Directors


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 07, 2011   Meeting Type: Annual
Record Date:  OCT 10, 2011

#     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 Arun Sarin               For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
18    Report on Internet Fragmentation        Against   Against      Shareholder
19    Stock Retention/Holding Period          Against   Against      Shareholder


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Armitage      For       For          Management
2     Elect Director Richard H. Auchinleck    For       For          Management
3     Elect Director James E. Copeland, Jr.   For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Ruth R. Harkin           For       For          Management
6     Elect Director Ryan M. Lance            For       For          Management
7     Elect Director Mohd H. Marican          For       For          Management
8     Elect Director Harold W. McGraw, III    For       For          Management
9     Elect Director James J. Mulva           For       For          Management
10    Elect Director Robert A. Niblock        For       For          Management
11    Elect Director Harald J. Norvik         For       For          Management
12    Elect Director William K. Reilly        For       For          Management
13    Elect Director Victoria J. Tschinkel    For       For          Management
14    Elect Director Kathryn C. Turner        For       For          Management
15    Elect Director William E. Wade, Jr.     For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
18    Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Report on Lobbying Payments and Policy  Against   For          Shareholder
21    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
22    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Gender Identity


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CRH PLC

Ticker:       CRG            Security ID:  12626K203
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4(a)  Elect Ernst Bartschi as Director        For       For          Management
4(b)  Re-elect Maeve Carton as Director       For       For          Management
4(c)  Re-elect Bill Egan as Director          For       For          Management
4(d)  Re-elect Utz-Hellmuth Felcht as         For       For          Management
      Director
4(e)  Re-elect Nicky Hartery as Director      For       For          Management
4(f)  Re-elect Jan de Jong as Director        For       For          Management
4(g)  Re-elect John Kennedy as Director       For       For          Management
4(h)  Re-elect Myles Lee as Director          For       For          Management
4(i)  Elect Heather McSharry as Director      For       For          Management
4(j)  Re-elect Albert Manifold as Director    For       For          Management
4(k)  Re-elect Dan O'Connor as Director       For       For          Management
4(l)  Re-elect Mark Towe as Director          For       For          Management
5     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
6     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
7     Authorise Market Purchase               For       For          Management
8     Authorise Reissuance of Repurchased     For       For          Management
      Shares
9     Amend Articles of Association           For       For          Management
10    Amend Articles of Association           For       For          Management


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EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 07, 2012   Meeting Type: Annual
Record Date:  NOV 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Fernandez G.          For       For          Management
1.2   Elect Director A.F. Golden              For       For          Management
1.3   Elect Director W.R. Johnson             For       For          Management
1.4   Elect Director J.B. Menzer              For       For          Management
1.5   Elect Director A.A. Busch, III          For       For          Management
1.6   Elect Director R.I. Ridgway             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Sustainability                Against   For          Shareholder
5     Declassify the Board of Directors       Against   For          Shareholder


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ENI SPA

Ticker:       ENI            Security ID:  26874R108
Meeting Date: APR 30, 2012   Meeting Type: Annual/Special
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income            For       For          Management
3     Approve Remuneration Report             For       For          Management
1     Amend Articles 17 and 28; Add New       For       For          Management
      Article 34 (Board-Related)


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GDF SUEZ

Ticker:       GSZ            Security ID:  36160B105
Meeting Date: APR 23, 2012   Meeting Type: Annual/Special
Record Date:  MAR 09, 2012

#     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 1.50 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Reelect Gerard Mestrallet as Director   For       Against      Management
7     Reelect Jean-Francois Cirelli as        For       Against      Management
      Director
8     Reelect Jean-Louis Beffa as Director    For       For          Management
9     Reelect Paul Desmarais Jr as Director   For       Against      Management
10    Reelect Lord Simon of Highbury as       For       For          Management
      Director
11    Appoint Gerard Lamarche as Censor       For       For          Management
12    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million
14    Approve Issuance of up to 20 Percent    For       For          Management
      of Issued Capital Per Year for a
      Private Placement, up to Aggregate
      Nominal Amount of EUR 225 Million
15    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
16    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
17    Approve Employee Stock Purchase Plan    For       For          Management
18    Approve Stock Purchase Plan Reserved    For       For          Management
      for Employees of International
      Subsidiaries
19    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      at EUR 275 Million
20    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
21    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
22    Authorize up to 0.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
23    Amend Article 13 of Bylaws Re:          For       For          Management
      Employee Representatives in the Board
24    Amend Articles 16 and 17 of Bylaws Re:  For       For          Management
      Age limit of the CEO and the Chairman
      of the Board
25    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities
26    Approve Payment of Interim Dividends    For       For          Management
      (Shares)
A     Approve Dividends of EUR 0.83 per Share Against   Against      Shareholder


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GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Sir Christopher Gent as        For       For          Management
      Director
4     Re-elect Sir Andrew Witty as Director   For       For          Management
5     Re-elect Sir Roy Anderson as Director   For       For          Management
6     Re-elect Dr Stephanie Burns as Director For       For          Management
7     Re-elect Stacey Cartwright as Director  For       For          Management
8     Re-elect Larry Culp as Director         For       For          Management
9     Re-elect Sir Crispin Davis as Director  For       For          Management
10    Re-elect Simon Dingemans as Director    For       For          Management
11    Re-elect Judy Lewent as Director        For       For          Management
12    Re-elect Sir Deryck Maughan as Director For       For          Management
13    Re-elect Dr Daniel Podolsky as Director For       For          Management
14    Re-elect Dr Moncef Slaoui as Director   For       For          Management
15    Re-elect Tom de Swaan as Director       For       For          Management
16    Re-elect Sir Robert Wilson as Director  For       For          Management
17    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
18    Authorise the Audit & Risk Committee    For       For          Management
      to Fix Remuneration of Auditors
19    Authorise EU Political Donations and    For       For          Management
      Expenditure
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Approve the Exemption from Statement    For       For          Management
      of the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
25    Approve 2012 ShareSave Plan             For       For          Management
26    Approve 2012 ShareReward Plan           For       For          Management


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HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan M. Bennett          For       For          Management
2     Elect Director James R. Boyd            For       For          Management
3     Elect Director Milton Carroll           For       For          Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director Murry S. Gerber          For       For          Management
6     Elect Director S. Malcolm Gillis        For       For          Management
7     Elect Director Abdallah S. Jum'ah       For       For          Management
8     Elect Director David J. Lesar           For       For          Management
9     Elect Director Robert A. Malone         For       For          Management
10    Elect Director J. Landis Martin         For       For          Management
11    Elect Director Debra L. Reed            For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management


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HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gordon M. Bethune        For       For          Management
2     Elect Director Kevin Burke              For       For          Management
3     Elect Director Jaime Chico Pardo        For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director D. Scott Davis           For       For          Management
6     Elect Director Linnet F. Deily          For       For          Management
7     Elect Director Judd Gregg               For       For          Management
8     Elect Director Clive R. Hollick         For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Bradley T. Sheares       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Require Independent Board Chairman      Against   For          Shareholder
14    Report on Political Contributions       Against   For          Shareholder


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HSBC HOLDINGS PLC

Ticker:       HSBA           Security ID:  404280406
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     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 Laura Cha 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    Elect Joachim Faber 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 Stuart Gulliver as Director    For       For          Management
3j    Re-elect James Hughes-Hallett as        For       For          Management
      Director
3k    Re-elect William Laidlaw as Director    For       For          Management
3l    Elect John Lipsky as Director           For       For          Management
3m    Re-elect Janis Lomax as Director        For       For          Management
3n    Re-elect Iain Mackay as Director        For       For          Management
3o    Re-elect Nagavara Murthy as Director    For       For          Management
3p    Re-elect Sir Simon Robertson as         For       For          Management
      Director
3q    Re-elect John Thornton as Director      For       For          Management
4     Reappoint KPMG Audit plc as Auditors    For       For          Management
      and Authorise Their Remuneration
5     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
6     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
7     Authorise Market Purchase               For       For          Management
8     Approve Scrip Dividend Program          For       For          Management
9     Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Andy D. Bryant           For       For          Management
3     Elect Director Susan L. Decker          For       For          Management
4     Elect Director John J. Donahoe          For       For          Management
5     Elect Director Reed E. Hundt            For       For          Management
6     Elect Director Paul S. Otellini         For       For          Management
7     Elect Director James D. Plummer         For       For          Management
8     Elect Director David S. Pottruck        For       For          Management
9     Elect Director Frank D. Yeary           For       For          Management
10    Elect Director David B. Yoffie          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       For          Management
2     Elect Director William R. Brody         For       For          Management
3     Elect Director Kenneth I. Chenault      For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director David N. Farr            For       For          Management
6     Elect Director Shirley Ann Jackson      For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director Samuel J. Palmisano      For       For          Management
11    Elect Director Virginia M. Rometty      For       For          Management
12    Elect Director Joan E. Spero            For       For          Management
13    Elect Director Sidney Taurel            For       For          Management
14    Elect Director Lorenzo H. Zambrano      For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   For          Shareholder
18    Report on Political Contributions       Against   Against      Shareholder
19    Report on Lobbying Expenses             Against   Against      Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   For          Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Kenneth C. Frazier       For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director William B. Harrison Jr.  For       For          Management
6     Elect Director C. Robert Kidder         For       For          Management
7     Elect Director Rochelle B. Lazarus      For       For          Management
8     Elect Director Carlos E. Represas       For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Craig B. Thompson        For       For          Management
11    Elect Director Wendell P. Weeks         For       For          Management
12    Elect Director Peter C. Wendell         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
17    Report on Charitable and Political      Against   Against      Shareholder
      Contributions


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           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    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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

MITSUBISHI UFJ FINANCIAL GROUP

Ticker:       8306           Security ID:  606822104
Meeting Date: JUN 28, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 6 for Ordinary
      Shares
2.1   Elect Director Okihara, Takamune        For       For          Management
2.2   Elect Director Okauchi, Kinya           For       For          Management
2.3   Elect Director Nagayasu, Katsunori      For       For          Management
2.4   Elect Director Tanaka, Masaaki          For       For          Management
2.5   Elect Director Yuuki, Taihei            For       For          Management
2.6   Elect Director Hamakawa, Ichiro         For       For          Management
2.7   Elect Director Kagawa, Akihiko          For       For          Management
2.8   Elect Director Toyoizumi, Toshiro       For       For          Management
2.9   Elect Director Hirano, Nobuyuki         For       For          Management
2.10  Elect Director Teraoka, Shunsuke        For       For          Management
2.11  Elect Director Wakabayashi, Tatsuo      For       For          Management
2.12  Elect Director Araki, Saburo            For       For          Management
2.13  Elect Director Noguchi, Hiroyuki        For       For          Management
2.14  Elect Director Tokunari, Muneaki        For       For          Management
2.15  Elect Director Araki, Ryuuji            For       For          Management
2.16  Elect Director Watanabe, Kazuhiro       For       For          Management
2.17  Elect Director Otoshi, Takuma           For       For          Management


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

NOMURA HOLDINGS INC.

Ticker:       8604           Security ID:  65535H208
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Koga, Nobuyuki           For       For          Management
1.2   Elect Director Watanabe, Kenichi        For       For          Management
1.3   Elect Director Shibata, Takumi          For       For          Management
1.4   Elect Director Itatani, Masanori        For       For          Management
1.5   Elect Director Nishimatsu, Masanori     For       For          Management
1.6   Elect Director David Benson             For       For          Management
1.7   Elect Director Sakane, Masahiro         For       For          Management
1.8   Elect Director Kanemoto, Toshinori      For       For          Management
1.9   Elect Director Tsuji, Haruo             For       For          Management
1.10  Elect Director Fujinuma, Tsuguoki       For       For          Management
1.11  Elect Director Clara Furse              For       For          Management
1.12  Elect Director Kusakari, Takao          For       For          Management
1.13  Elect Director Michael Lim Choo San     For       For          Management
2     Amend Articles to Stress Corporate      Against   Against      Shareholder
      Identity in Many Languages
3     Amend Articles to Require Use of YHD    Against   Against      Shareholder
      as the Firm's Abbreviated Name
4     Amend Articles to Prescribe a Formula   Against   Against      Shareholder
      Linking Officer Pay and Job Security
      to Share Price
5     Amend Articles to Mandate a Maximum     Against   Against      Shareholder
      Ratio of Profitability to Personnel
      Expense
6     Delete Director Indemnification         Against   Against      Shareholder
      Provision from the Articles of
      Association
7     Amend Articles to Add Subsidiary        Against   Against      Shareholder
      Operations to Approved Business Lines
8     Amend Articles to Ban Stock Options     Against   Against      Shareholder
      for Director & Officer Compensation
9     Amend Articles to Require Advance       Against   Against      Shareholder
      Shareholder Approval for Public
      Offerings other than Rights Issues
10    Amend Articles to Require Disclosure    Against   Against      Shareholder
      of Content of Shareholder Meeting
      Rehearsals 8 Weeks Before Meeting Date
11    Amend Articles to Ban Lending to,       Against   Against      Shareholder
      Investment in Tokyo Electric Power or
      Kansai Electric Power
12    Amend Articles to Require Only          Against   Against      Shareholder
      Japanese Style Toilets in Company
      Offices
13    Amend Articles to Require Directors to  Against   Against      Shareholder
      be called "Crystals"
14    Amend Articles to Require Outsourcing   Against   Against      Shareholder
      of Account Opening Paperwork, Website
      Help
15    Reduce Authorized Capital from 60       Against   Against      Shareholder
      Billion [sic] to 5.966 Billion Shares
16    Amend Articles to No Longer Specify     Against   Against      Shareholder
      Headquarters Location in Chuo-ku, Tokyo
17    Amend Articles to Define Timing of AGM  Against   Against      Shareholder
      as Within Three Months of Either April
      1 or October 1, According to Gregorian
      Calendar, Coordinated Universal Time
18    Amend Articles to Define the Chairman   Against   Against      Shareholder
      as Group Chairman
19    Delete Supplementary Provisions from    Against   Against      Shareholder
      the Articles of Association


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  JAN 26, 2012

#     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 2.25 per Share
4     Approve CHF 19.7 Million Reduction in   For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares
5.1.1 Reelect Sikrant Datar as Director       For       For          Management
5.1.2 Reelect Andreas von Planta as Director  For       For          Management
5.1.3 Reelect Wendelin Wiedeking as Director  For       For          Management
5.1.4 Reelect William Brody as Director       For       For          Management
5.1.5 Reelect Rolf Zinkernagel as Director    For       For          Management
5.2   Elect Dimitri Azar as Director          For       For          Management
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       Against      Management
      Presented At The Meeting


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Director Naomi O. Seligman              For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Indra K. Nooyi           For       For          Management
8     Elect Director Sharon Percy Rockefeller For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Lloyd G. Trotter         For       For          Management
11    Elect Director Daniel Vasella           For       For          Management
12    Elect Director Alberto Weisser          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Omnibus Stock Plan                For       For          Management
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Establish Risk Oversight Committee      Against   Against      Shareholder
18    Require Independent Board Chairman      Against   For          Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director W. Don Cornwell          For       For          Management
4     Elect Director Frances D. Fergusson     For       For          Management
5     Elect Director William H. Gray, III     For       For          Management
6     Elect Director Helen H. Hobbs           For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director James M. Kilts           For       For          Management
9     Elect Director George A. Lorch          For       For          Management
10    Elect Director John P. Mascotte         For       For          Management
11    Elect Director Suzanne Nora Johnson     For       For          Management
12    Elect Director Ian C. Read              For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director Marc Tessier-Lavigne     For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Publish Political Contributions         Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Non-Employee Director Compensation      Against   Against      Shareholder


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

SANOFI

Ticker:       SAN            Security ID:  80105N105
Meeting Date: MAY 04, 2012   Meeting Type: Annual/Special
Record Date:  MAR 26, 2012

#     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 2.65  per Share
4     Elect Laurent Attal as Director         For       For          Management
5     Reelect Uwe Bicker as Director          For       For          Management
6     Reelect Jean Rene Fourtou as Director   For       For          Management
7     Reelect Claudie Haignere as Director    For       For          Management
8     Reelect Carole Piwnica as Director      For       For          Management
9     Reelect Klaus Pohle as Director         For       For          Management
10    Appoint Ernst & Young et Autres as      For       For          Management
      Auditor
11    Appoint Auditex as Alternate Auditor    For       For          Management
12    Ratify Change of Registered Office to   For       For          Management
      54, rue La Boetie, 75008 Paris and
      Amend Article 4 of Bylaws Accordingly
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Authorize up to 1.2 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SAP AG

Ticker:       SAP            Security ID:  803054204
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2011
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.10 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2011
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2011
5     Approve Remuneration System for         For       For          Management
      Management Board Members
6     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2012
7a    Elect Hasso Plattner to the             For       For          Management
      Supervisory Board
7b    Elect Pekka Ala-Pietilae to the         For       For          Management
      Supervisory Board
7c    Elect Anja Feldmann to the Supervisory  For       For          Management
      Board
7d    Elect Wilhelm Haarmann to the           For       For          Management
      Supervisory Board
7e    Elect Bernard Liautaud to the           For       For          Management
      Supervisory Board
7f    Elect Hartmut Mehdorn to the            For       For          Management
      Supervisory Board
7g    Elect Erhard Schipporeit to the         For       For          Management
      Supervisory Board
7h    Elect Klaus Wucherer to the             For       For          Management
      Supervisory Board
8     Amend Articles Re: Cancellation of      For       For          Management
      Pool of Authorized Capital;
      Elimination of Clauses Referring to
      Registered Shares


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

SUMITOMO MITSUI FINANCIAL GROUP, INC.

Ticker:       8316           Security ID:  86562M209
Meeting Date: JUN 28, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 50
2.1   Elect Director Miyata, Koichi           For       For          Management
2.2   Elect Director Kurumatani, Nobuaki      For       For          Management
2.3   Elect Director Yokoyama, Yoshinori      For       For          Management
3.1   Appoint Statutory Auditor Yamaguchi,    For       For          Management
      Yoji
3.2   Appoint Statutory Auditor Tsuruta,      For       For          Management
      Rokuro


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 10, 2012   Meeting Type: Annual
Record Date:  FEB 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruth E. Bruch            For       For          Management
2     Elect Director Nicholas M. Donofrio     For       For          Management
3     Elect Director Gerald L. Hassell        For       For          Management
4     Elect Director Edmund F. Kelly          For       For          Management
5     Elect Director Richard J. Kogan         For       For          Management
6     Elect Director Michael J. Kowalski      For       For          Management
7     Elect Director John A. Luke, Jr.        For       For          Management
8     Elect Director Mark A. Nordenberg       For       For          Management
9     Elect Director Catherine A. Rein        For       For          Management
10    Elect Director William C. Richardson    For       For          Management
11    Elect Director Samuel C. Scott, III     For       For          Management
12    Elect Director Wesley W. von Schack     For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Require Independent Board Chairman      Against   For          Shareholder
16    Restore or Provide for Cumulative       Against   For          Shareholder
      Voting


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Francis S. Blake         For       For          Management
3     Elect Director Ari Bousbib              For       For          Management
4     Elect Director Gregory D. Brenneman     For       For          Management
5     Elect Director J. Frank Brown           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    Elect Director Ronald L. Sargent        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
15    Prepare Employment Diversity Report     Against   For          Shareholder
16    Amend Right to Act by Written Consent   Against   For          Shareholder
17    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Adopt Storm Water Run-off Management    Against   Against      Shareholder
      Policy


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 11, 2012   Meeting Type: Annual/Special
Record Date:  APR 03, 2012

#     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     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Christophe de Margerie as       For       For          Management
      Director
6     Reelect Patrick Artus as Director       For       For          Management
7     Reelect Bertrand Collomb as Director    For       For          Management
8     Reelect Anne Lauvergeon as Director     For       For          Management
9     Reelect Michel Pebereau as Director     For       For          Management
10    Ratify Appointment of Gerard Lamarche   For       For          Management
      as Director
11    Elect Anne-Marie Idrac as Director      For       For          Management
12    Approve Severance Payment Agreement     For       Against      Management
      with Christophe de Margerie
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 2.5 Billion
      and/or Authorize Capitalization of
      Reserves for Bonus Issue or Increase
      in Par Value
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 850 Million
15    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Item 14
16    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
17    Approve Employee Stock Purchase Plan    For       For          Management
18    Approve Stock Purchase Plan Reserved    For       For          Management
      for Employees of International
      Subsidiaries
19    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
A     Approve Additional Indicators to        Against   Against      Shareholder
      Include in the Information Provided on
      Corporate Executive Officers
      Remuneration
B     Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UBS AG

Ticker:       UBSN           Security ID:  H89231338
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  APR 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
1.2   Approve Remuneration Report             For       Did Not Vote Management
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of CHF 0.10 per Share from
      Capital Contribution Reserves
3     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
4.1.1 Reelect Michel Demare as Director       For       Did Not Vote Management
4.1.2 Reelect David Sidwell as Director       For       Did Not Vote Management
4.1.3 Reelect Rainer-Marc Frey as Director    For       Did Not Vote Management
4.1.4 Reelect Ann Godbehere as Director       For       Did Not Vote Management
4.1.5 Reelect Axel Lehmann as Director        For       Did Not Vote Management
4.1.6 Reelect Wolfgang Mayrhuber as Director  For       Did Not Vote Management
4.1.7 Reelect Helmut Panke as Director        For       Did Not Vote Management
4.1.8 Reelect William Parrett as Director     For       Did Not Vote Management
4.1.9 Reelect Joseph Yam as Director          For       Did Not Vote Management
4.2.1 Elect Isabelle Romy as Director         For       Did Not Vote Management
4.2.2 Elect Beatrice Weder di Mauro as        For       Did Not Vote Management
      Director
4.2.3 Elect Axel Weber as Director            For       Did Not Vote Management
4.3   Ratify Ernst & Young AG as Auditors     For       Did Not Vote Management
4.4   Ratify BDO AG as Special Auditor        For       Did Not Vote Management
5     Increase Pool of Conditional Capital    For       Did Not Vote Management
      by CHF 15.1 Million for Issuance of
      Stock Options and Other Equity Awards
      to Employees, Senior Executives, and
      Members of the Board
6.1   Amend Articles Re: Contributions in     For       Did Not Vote Management
      Kind
6.2   Amend Articles Re: Contributions in     For       Did Not Vote Management
      Kind


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

UNILEVER PLC

Ticker:       ULVR           Security ID:  904767704
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Paul Polman as Director        For       For          Management
4     Re-elect Jean-Marc Huet as Director     For       For          Management
5     Re-elect Louise Fresco as Director      For       For          Management
6     Re-elect Ann Fudge as Director          For       For          Management
7     Re-elect Charles Golden as Director     For       For          Management
8     Re-elect Byron Grote as Director        For       For          Management
9     Re-elect Sunil Bharti Mittal as         For       For          Management
      Director
10    Re-elect Hixonia Nyasulu as Director    For       For          Management
11    Re-elect Sir Malcolm Rifkind as         For       For          Management
      Director
12    Re-elect Kees Storm as Director         For       For          Management
13    Re-elect Michael Treschow as Director   For       For          Management
14    Re-elect Paul Walsh as Director         For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
22    Adopt New Articles of Association       For       For          Management


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis R. Chenevert       For       For          Management
2     Elect Director John V. Faraci           For       For          Management
3     Elect Director Jean-Pierre Garnier, Ph. For       For          Management
      D.
4     Elect Director Jamie S. Gorelick        For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Ellen J. Kullman         For       For          Management
7     Elect Director Richard D. McCormick     For       For          Management
8     Elect Director Harold McGraw, III       For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director H. Patrick Swygert       For       For          Management
11    Elect Director Andre Villeneuve         For       For          Management
12    Elect Director Christine Todd Whitman   For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Marissa A. Mayer         For       For          Management
9     Elect Director Gregory B. Penner        For       For          Management
10    Elect Director Steven S. Reinemund      For       For          Management
11    Elect Director H. Lee Scott, Jr.        For       Against      Management
12    Elect Director Arne M. Sorenson         For       For          Management
13    Elect Director Jim C. Walton            For       For          Management
14    Elect Director S. Robson Walton         For       For          Management
15    Elect Director Christopher J. Williams  For       Against      Management
16    Elect Director Linda S. Wolf            For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Report on Political Contributions       Against   For          Shareholder
20    Request Director Nominee with  Patient  Against   Against      Shareholder
      Safety and Healthcare Quality
      Experience
21    Performance-Based Equity Awards         Against   Against      Shareholder

========== 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 15, 2012 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 15, 2012