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, 2013-June 30, 2014

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











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

ICA File Number: 811-21511
Reporting Period: 07/01/2013 - 06/30/2014
Lazard Global Total Return & Income Fund, Inc.









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


AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: MAY 12, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director Ursula M. Burns          For       For          Management
1c    Elect Director Kenneth I. Chenault      For       For          Management
1d    Elect Director Peter Chernin            For       For          Management
1e    Elect Director Anne Lauvergeon          For       For          Management
1f    Elect Director Theodore J. Leonsis      For       For          Management
1g    Elect Director Richard C. Levin         For       For          Management
1h    Elect Director Richard A. McGinn        For       For          Management
1i    Elect Director Samuel J. Palmisano      For       For          Management
1j    Elect Director Steven S Reinemund       For       For          Management
1k    Elect Director Daniel L. Vasella        For       For          Management
1l    Elect Director Robert D. Walter         For       For          Management
1m    Elect Director Ronald A. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   Against      Shareholder
5     Report on Board Oversight of Privacy    Against   Against      Shareholder
      and Data Security and Requests for
      Customer Information
6     Provide Right to Act by Written Consent Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 28, 2014   Meeting Type: Annual
Record Date:  DEC 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Amend Articles to Eliminate Board       For       For          Management
      Blank Check Authority to Issue
      Preferred Stock
4     Establish a Par Value for Common Stock  For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Establish Board Committee on Human      Against   Against      Shareholder
      Rights
9     Report on Trade Associations and        Against   Against      Shareholder
      Organizations that Promote
      Sustainability Practices
10    Advisory Vote to Increase Capital       Against   For          Shareholder
      Repurchase Program
11    Proxy Access                            Against   Against      Shareholder


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BHP BILLITON LIMITED

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 21, 2013   Meeting Type: Annual
Record Date:  SEP 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Appoint KPMG LLP as the Auditor of BHP  For       For          Management
      Billiton Plc
3     Authorize the Board to Fix              For       For          Management
      Remuneration of the Auditor
4     Approve the Authority to Issue Shares   For       For          Management
      in BHP Billiton Plc
5     Approve the Authority to Issue Shares   For       For          Management
      in BHP Billiton Plc for Cash
6     Approve the Repurchase of Up to 213.62  For       For          Management
      Million Shares in BHP Billiton Plc
7     Approve the Remuneration Report         For       For          Management
8     Approve the Long Term Incentive Plan    For       For          Management
9     Approve the Grant of Deferred Shares    For       For          Management
      and Performance Shares to Andrew
      Mackenzie, Executive Director of the
      Company
10    Elect Andrew Mackenzie as Director      For       For          Management
11    Elect Malcolm Broomhead as Director     For       For          Management
12    Elect John Buchanan as Director         For       For          Management
13    Elect Carlos Cordeiro as Director       For       For          Management
14    Elect David Crawford as Director        For       For          Management
15    Elect Pat Davies as Director            For       For          Management
16    Elect Carolyn Hewson as Director        For       For          Management
17    Elect Lindsay Maxsted as Director       For       For          Management
18    Elect Wayne Murdy as Director           For       For          Management
19    Elect Keith Rumble as Director          For       For          Management
20    Elect John Schubert as Director         For       For          Management
21    Elect Shriti Vadera as Director         For       For          Management
22    Elect Jac Nasser as Director            For       For          Management
23    Elect Ian Dunlop as Director            Against   Against      Shareholder


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BP PLC

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 10, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     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 Remuneration Policy             For       For          Management
4     Re-elect Bob Dudley as Director         For       For          Management
5     Re-elect Iain Conn as Director          For       For          Management
6     Re-elect Dr Brian Gilvary 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    Re-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    Re-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    Approve Executive Directors' Incentive  For       For          Management
      Plan
20    Approve Remuneration of Non-Executive   For       For          Management
      Directors
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
23    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
24    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 30, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Policy             For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Approve Final Dividend                  For       For          Management
5     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
6     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
7     Re-elect Richard Burrows 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 Ann Godbehere 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 Ben Stevens as Director        For       For          Management
15    Re-elect Richard Tubb as Director       For       For          Management
16    Elect Savio Kwan as Director            For       For          Management
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 of Ordinary   For       For          Management
      Shares
20    Approve EU Political Donations and      For       For          Management
      Expenditure
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 28, 2014   Meeting Type: Annual
Record Date:  DEC 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 65
2     Amend Articles to Indemnify Directors   For       For          Management
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 Adachi, Yoroku           For       For          Management
3.5   Elect Director Mitsuhashi, Yasuo        For       For          Management
3.6   Elect Director Matsumoto, Shigeyuki     For       For          Management
3.7   Elect Director Homma, Toshio            For       For          Management
3.8   Elect Director Ozawa, Hideki            For       For          Management
3.9   Elect Director Maeda, Masaya            For       For          Management
3.10  Elect Director Tani, Yasuhiro           For       For          Management
3.11  Elect Director Nagasawa, Kenichi        For       For          Management
3.12  Elect Director Otsuka, Naoji            For       For          Management
3.13  Elect Director Yamada, Masanori         For       For          Management
3.14  Elect Director Wakiya, Aitake           For       For          Management
3.15  Elect Director Ono, Kazuto              For       For          Management
3.16  Elect Director Kimura, Akiyoshi         For       For          Management
3.17  Elect Director Osanai, Eiji             For       For          Management
3.18  Elect Director Saida, Kunitaro          For       For          Management
3.19  Elect Director Kato, Haruhiko           For       For          Management
4.1   Appoint Statutory Auditor Araki, Makoto For       For          Management
4.2   Appoint Statutory Auditor Yoshida,      For       For          Management
      Osami
4.3   Appoint Statutory Auditor Kitamura,     For       Against      Management
      Kuniyoshi
5     Approve Annual Bonus Payment to         For       For          Management
      Directors


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 02, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linnet F. Deily          For       For          Management
1b    Elect Director Robert E. Denham         For       For          Management
1c    Elect Director Alice P. Gast            For       For          Management
1d    Elect Director Enrique Hernandez, Jr.   For       For          Management
1e    Elect Director Jon M. Huntsman, Jr.     For       For          Management
1f    Elect Director George L. Kirkland       For       For          Management
1g    Elect Director Charles W. Moorman, IV   For       For          Management
1h    Elect Director Kevin W. Sharer          For       For          Management
1i    Elect Director John G. Stumpf           For       For          Management
1j    Elect Director Ronald D. Sugar          For       For          Management
1k    Elect Director Carl Ware                For       For          Management
1l    Elect Director John S. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Charitable Contributions      Against   Against      Shareholder
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Report on Management of Hydraulic       Against   For          Shareholder
      Fracturing Risks and Opportunities
7     Require Independent Board Chairman      Against   For          Shareholder
8     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
9     Require Director Nominee with           Against   For          Shareholder
      Environmental Experience
10    Adopt Guidelines for Country Selection  Against   For          Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 19, 2013   Meeting Type: Annual
Record Date:  SEP 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director Marc Benioff             For       For          Management
1c    Elect Director Gregory Q. Brown         For       For          Management
1d    Elect Director M. Michele Burns         For       For          Management
1e    Elect Director Michael D. Capellas      For       For          Management
1f    Elect Director John T. Chambers         For       For          Management
1g    Elect Director Brian L. Halla           For       For          Management
1h    Elect Director John L. Hennessy         For       For          Management
1i    Elect Director Kristina M. Johnson      For       For          Management
1j    Elect Director Roderick C. McGeary      For       For          Management
1k    Elect Director Arun Sarin               For       For          Management
1l    Elect Director Steven M. West           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Approve Proxy Advisor Competition       Against   Against      Shareholder


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  FEB 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Duncan P. Hennes         For       For          Management
1c    Elect Director Franz B. Humer           For       For          Management
1d    Elect Director Eugene M. McQuade        For       For          Management
1e    Elect Director Michael E. O'Neill       For       For          Management
1f    Elect Director Gary M. Reiner           For       For          Management
1g    Elect Director Judith Rodin             For       For          Management
1h    Elect Director Robert L. Ryan           For       For          Management
1i    Elect Director Anthony M. Santomero     For       For          Management
1j    Elect Director Joan E. Spero            For       For          Management
1k    Elect Director Diana L. Taylor          For       For          Management
1l    Elect Director William S. Thompson, Jr. For       For          Management
1m    Elect Director James S. Turley          For       For          Management
1n    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Amend Director Indemnifications         Against   Against      Shareholder
      Provisions
8     Adopt Proxy Access Right                Against   Against      Shareholder


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard L. Armitage      For       For          Management
1b    Elect Director Richard H. Auchinleck    For       For          Management
1c    Elect Director Charles E. Bunch         For       For          Management
1d    Elect Director James E. Copeland, Jr.   For       For          Management
1e    Elect Director Jody L. Freeman          For       For          Management
1f    Elect Director Gay Huey Evans           For       For          Management
1g    Elect Director Ryan M. Lance            For       For          Management
1h    Elect Director Robert A. Niblock        For       For          Management
1i    Elect Director Harald J. Norvik         For       For          Management
1j    Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Operations


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EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 04, 2014   Meeting Type: Annual
Record Date:  NOV 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. N. Farr               For       For          Management
1.2   Elect Director H. Green                 For       For          Management
1.3   Elect Director C. A. Peters             For       For          Management
1.4   Elect Director J. W. Prueher            For       For          Management
1.5   Elect Director A.A. Busch, III          For       For          Management
1.6   Elect Director J. S. Turley             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     Report on Political Contributions       Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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ENI S.P.A.

Ticker:       ENI            Security ID:  26874R108
Meeting Date: MAY 08, 2014   Meeting Type: Annual/Special
Record Date:  MAR 31, 2014

#     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     Authorize Share Repurchase Program      For       For          Management
4     Amend Articles Re: Director             None      Against      Shareholder
      Honorability Requirements
5     Amend Company Bylaws Re: Shareholder    For       For          Management
      Meetings
6     Fix Number of Directors                 For       For          Management
7     Fix Board Terms for Directors           For       For          Management
8a    Slate Submitted by the Italian Treasury None      Against      Shareholder
8b    Slate Submitted by Institutional        None      For          Shareholder
      Investors
9     Elect Board Chair                       None      For          Management
10    Approve Remuneration of Directors       For       Against      Management
11    Approve Remuneration of Executive       None      For          Management
      Directors
12a   Slate Submitted by the Italian Treasury None      Against      Shareholder
12b   Slate Submitted by Institutional        None      For          Shareholder
      Investors
13    Appoint Chair of the Board of           None      For          Shareholder
      Statutory Auditors
14    Approve Internal Auditors' Remuneration For       For          Management
15    Approve Compensation of the Judicial    For       For          Management
      Officer of Corte dei Conti Responsible
      for Eni's Financial Control
16    Approve Long-Term Monetary Incentive    For       For          Management
      Plan 2014-2016
17    Approve Remuneration Report             For       For          Management


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GDF SUEZ

Ticker:       GSZ            Security ID:  36160B105
Meeting Date: APR 28, 2014   Meeting Type: Annual/Special
Record Date:  APR 23, 2014

#     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 Regarding
      New Transactions
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Renew Appointment of Ernst and Young    For       For          Management
      et Autres as Auditor
7     Renew Appointment of Deloitte and       For       For          Management
      Associes as Auditor
8     Renew Appointment of Auditex as         For       For          Management
      Alternate Auditor
9     Renew Appointment of BEAS as Alternate  For       For          Management
      Auditor
10    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million
11    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 225 Million
12    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for up to 20
      Percent of Issued Capital Per Year for
      Private Placements up to Aggregate
      Nominal Amount of EUR 225 Million
13    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
14    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
15    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
16    Authorize Capital Issuances for Use in  For       For          Management
       Employee Stock Purchase Plan Reserved
      for Employees of International
      Subsidiaries
17    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      at EUR 265 Million
18    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
19    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
20    Authorize up to 0.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
21    Authorize up to 0.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan Reserved for a few Employees and
      Corporate Officers
22    Allow Loyalty Dividends to Long-Term    For       Against      Management
      Registered Shareholders, and Amend
      Article 26 Accordingly
23    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities
24    Advisory Vote on Compensation of        For       Against      Management
      Gerard Mestrallet, Chairman and CEO
25    Advisory Vote on Compensation of        For       Against      Management
      Jean-Francois Cirelli, Vice-Chairman
      and Vice-CEO
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 07, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     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 Remuneration Policy             For       For          Management
4     Re-elect Sir Christopher Gent as        For       For          Management
      Director
5     Re-elect Sir Andrew Witty as Director   For       For          Management
6     Re-elect Sir Roy Anderson as Director   For       For          Management
7     Re-elect Dr Stephanie Burns as Director For       For          Management
8     Re-elect Stacey Cartwright as Director  For       For          Management
9     Re-elect Simon Dingemans as Director    For       For          Management
10    Re-elect Lynn Elsenhans 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 Jing Ulrich as Director        For       For          Management
17    Re-elect Hans Wijers as Director        For       For          Management
18    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
19    Authorise the Audit & Risk Committee    For       For          Management
      to Fix Remuneration of Auditors
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
23    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
24    Approve the Exemption from Statement    For       For          Management
      of the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
25    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan M. Bennett          For       For          Management
1.2   Elect Director James R. Boyd            For       For          Management
1.3   Elect Director Milton Carroll           For       For          Management
1.4   Elect Director Nance K. Dicciani        For       For          Management
1.5   Elect Director Murry S. Gerber          For       For          Management
1.6   Elect Director Jose C. Grubisich        For       For          Management
1.7   Elect Director Abdallah S. Jum'ah       For       For          Management
1.8   Elect Director David J. Lesar           For       For          Management
1.9   Elect Director Robert A. Malone         For       For          Management
1.10  Elect Director J. Landis Martin         For       For          Management
1.11  Elect Director Debra L. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Human Rights Risk Assessment  Against   For          Shareholder
      Process


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HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 28, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Gordon M. Bethune        For       For          Management
1B    Elect Director Kevin Burke              For       For          Management
1C    Elect Director Jaime Chico Pardo        For       For          Management
1D    Elect Director David M. Cote            For       For          Management
1E    Elect Director D. Scott Davis           For       For          Management
1F    Elect Director Linnet F. Deily          For       For          Management
1G    Elect Director Judd Gregg               For       For          Management
1H    Elect Director Clive Hollick            For       For          Management
1I    Elect Director Grace D. Lieblein        For       For          Management
1J    Elect Director George Paz               For       For          Management
1K    Elect Director Bradley T. Sheares       For       For          Management
1L    Elect Director Robin L. Washington      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Pro-rata Vesting of Equity Awards       Against   For          Shareholder
7     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

HSBC HOLDINGS PLC

Ticker:       HSBA           Security ID:  404280406
Meeting Date: MAY 23, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Policy             For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Approve Variable Pay Cap                For       For          Management
5(a)  Elect Kathleen Casey as Director        For       For          Management
5(b)  Elect Sir Jonathan Evans as Director    For       For          Management
5(c)  Elect Marc Moses as Director            For       For          Management
5(d)  Elect Jonathan Symonds as Director      For       For          Management
5(e)  Re-elect Safra Catz as Director         For       For          Management
5(f)  Re-elect Laura Cha as Director          For       For          Management
5(g)  Re-elect Marvin Cheung as Director      For       For          Management
5(h)  Re-elect Joachim Faber as Director      For       For          Management
5(i)  Re-elect Rona Fairhead as Director      For       For          Management
5(j)  Re-elect Renato Fassbind as Director    For       For          Management
5(k)  Re-elect Douglas Flint as Director      For       For          Management
5(l)  Re-elect Stuart Gulliver as Director    For       For          Management
5(m)  Re-elect Sam Laidlaw as Director        For       For          Management
5(n)  Re-elect John Lipsky as Director        For       For          Management
5(o)  Re-elect Rachel Lomax as Director       For       For          Management
5(p)  Re-elect Iain Mackay as Director        For       For          Management
5(q)  Re-elect Sir Simon Robertson as         For       For          Management
      Director
6     Reappoint KPMG Audit plc as Auditors    For       For          Management
7     Authorise the Group Audit Committee to  For       For          Management
      Fix Remuneration of Auditors
8     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Directors to Allot Any        For       For          Management
      Repurchased Shares
11    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
12    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights in Relation to
      Contingent Convertible Securities
13    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Relation to
      Contingent Convertible Securities
14    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director Andy D. Bryant           For       For          Management
1c    Elect Director Susan L. Decker          For       For          Management
1d    Elect Director John J. Donahoe          For       For          Management
1e    Elect Director Reed E. Hundt            For       For          Management
1f    Elect Director Brian M. Krzanich        For       For          Management
1g    Elect Director James D. Plummer         For       For          Management
1h    Elect Director David S. Pottruck        For       For          Management
1i    Elect Director Frank D. Yeary           For       For          Management
1j    Elect Director David B. Yoffie          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alain J.P. Belda         For       For          Management
1.2   Elect Director William R. Brody         For       For          Management
1.3   Elect Director Kenneth I. Chenault      For       For          Management
1.4   Elect Director Michael L. Eskew         For       For          Management
1.5   Elect Director David N. Farr            For       For          Management
1.6   Elect Director Shirley Ann Jackson      For       For          Management
1.7   Elect Director Andrew N. Liveris        For       For          Management
1.8   Elect Director W. James McNerney, Jr.   For       For          Management
1.9   Elect Director James W. Owens           For       For          Management
1.10  Elect Director Virginia M. Rometty      For       For          Management
1.11  Elect Director Joan E. Spero            For       For          Management
1.12  Elect Director Sidney Taurel            For       For          Management
1.13  Elect Director Lorenzo H. Zambrano      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   For          Shareholder
8     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

JOY GLOBAL INC.

Ticker:       JOY            Security ID:  481165108
Meeting Date: MAR 04, 2014   Meeting Type: Annual
Record Date:  JAN 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward L. Doheny, II     For       For          Management
1.2   Elect Director Steven L. Gerard         For       For          Management
1.3   Elect Director John T. Gremp            For       For          Management
1.4   Elect Director John Nils Hanson         For       For          Management
1.5   Elect Director Gale E. Klappa           For       For          Management
1.6   Elect Director Richard B. Loynd         For       For          Management
1.7   Elect Director P. Eric Siegert          For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 27, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison, Jr. For       For          Management
1f    Elect Director C. Robert Kidder         For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2013   Meeting Type: Annual
Record Date:  SEP 13, 2013

#     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         For       For          Management
4     Elect Director Maria M. Klawe           For       For          Management
5     Elect Director Stephen J. Luczo         For       For          Management
6     Elect Director David F. Marquardt       For       For          Management
7     Elect Director Charles H. Noski         For       For          Management
8     Elect Director Helmut Panke             For       For          Management
9     Elect Director John W. Thompson         For       For          Management
10    Amend Executive Incentive Bonus Plan    For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

MITSUBISHI UFJ FINANCIAL GROUP

Ticker:       8306           Security ID:  606822104
Meeting Date: JUN 27, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 9
2.1   Elect Director Sono, Kiyoshi            For       For          Management
2.2   Elect Director Wakabayashi, Tatsuo      For       For          Management
2.3   Elect Director Hirano, Nobuyuki         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 Kagawa, Akihiko          For       For          Management
2.7   Elect Director Kuroda, Tadashi          For       For          Management
2.8   Elect Director Nagaoka, Takashi         For       For          Management
2.9   Elect Director Okamoto, Junichi         For       For          Management
2.10  Elect Director Noguchi, Hiroyuki        For       For          Management
2.11  Elect Director Okuda, Tsutomu           For       For          Management
2.12  Elect Director Araki, Ryuuji            For       For          Management
2.13  Elect Director Okamoto, Kunie           For       For          Management
2.14  Elect Director Kawamoto, Yuuko          For       For          Management
2.15  Elect Director Matsuyama, Haruka        For       For          Management
3     Appoint Statutory Auditor Sato,         For       Against      Management
      Yukihiro
4     Approve Adjustment to Aggregate         For       For          Management
      Compensation Ceiling for Directors


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 25, 2014   Meeting Type: Annual
Record Date:  JAN 16, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       Against      Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.45 per Share
4.1   Approve Remuneration of Directors in    For       Against      Management
      the Amount of CHF 8.0 Million
      (Non-Binding)
4.2   Approve Remuneration of Executive       For       For          Management
      Committee in the Amount of CHF 67.7
      Million for Performance Cycle 2013
      (Non-Binding)
5.1   Reelect Joerg Reinhardt as Director     For       For          Management
      and Chairman of the Board of Directors
5.2   Reelect Dimitri Azar as Director        For       For          Management
5.3   Reelect Verena Briner as Director       For       For          Management
5.4   Reelect Srikant Datar as Director       For       For          Management
5.5   Reelect Ann Fudge as Director           For       For          Management
5.6   Reelect Pierre Landolt as Director      For       For          Management
5.7   Reelect Ulrich Lehner as Director       For       For          Management
5.8   Reelect Andreas von Planta as Director  For       For          Management
5.9   Reelect Charles Sawyers as Director     For       For          Management
5.10  Reelect Enrico Vanni as Director        For       For          Management
5.11  Reelect William Winters as Director     For       For          Management
6.1   Elect Srikant Datar as Member of the    For       Against      Management
      Compensation Committee
6.2   Elect Ann Fudge as Member of the        For       For          Management
      Compensation Committee
6.3   Elect Ulrich Lehner as Member of the    For       Against      Management
      Compensation Committee
6.4   Elect Enrico Vanni as Member of the     For       Against      Management
      Compensation Committee
7     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
8     Designate Peter Andreas Zahn as         For       For          Management
      Independent Proxy
9     Additional And/or Counter-proposals     For       Against      Management
      Presented At The Meeting


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 31, 2013   Meeting Type: Annual
Record Date:  SEP 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       Withhold     Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       Withhold     Management
1.6   Elect Director George H. Conrades       For       Withhold     Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       Withhold     Management
1.9   Elect Director Jeffrey O. Henley        For       Withhold     Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Establish Human Rights Committee        Against   Against      Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder
7     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
8     Adopt Multiple Performance Metrics      Against   For          Shareholder
      Under Executive Incentive Plans
9     Require Shareholder Approval of         Against   For          Shareholder
      Quantifiable Performance Metrics


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Shona L. Brown           For       For          Management
1b    Elect Director George W. Buckley        For       For          Management
1c    Elect Director Ian M. Cook              For       For          Management
1d    Elect Director Dina Dublon              For       For          Management
1e    Elect Director Rona A. Fairhead         For       For          Management
1f    Elect Director Ray L. Hunt              For       For          Management
1g    Elect Director Alberto Ibarguen         For       For          Management
1h    Elect Director Indra K. Nooyi           For       For          Management
1i    Elect Director Sharon Percy Rockefeller For       For          Management
1j    Elect Director James J. Schiro          For       For          Management
1k    Elect Director Lloyd G. Trotter         For       For          Management
1l    Elect Director Daniel Vasella           For       For          Management
1m    Elect Director Alberto Weisser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions Policy
6     Stock Retention/Holding Period          Against   For          Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director W. Don Cornwell          For       For          Management
1.3   Elect Director Frances D. Fergusson     For       For          Management
1.4   Elect Director Helen H. Hobbs           For       For          Management
1.5   Elect Director Constance J. Horner      For       For          Management
1.6   Elect Director James M. Kilts           For       For          Management
1.7   Elect Director George A. Lorch          For       For          Management
1.8   Elect Director Shantanu Narayen         For       For          Management
1.9   Elect Director Suzanne Nora Johnson     For       For          Management
1.10  Elect Director Ian C. Read              For       For          Management
1.11  Elect Director Stephen W. Sanger        For       For          Management
1.12  Elect Director Marc Tessier-Lavigne     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions Policy
6     Review and Assess Membership of         Against   Against      Shareholder
      Lobbying Organizations
7     Provide Right to Act by Written Consent Against   For          Shareholder


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

SANOFI

Ticker:       SAN            Security ID:  80105N105
Meeting Date: MAY 05, 2014   Meeting Type: Annual
Record Date:  MAR 27, 2014

#     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 2.80 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Reelect Christopher Viehbacher as       For       For          Management
      Director
6     Reelect Robert Castaigne as Director    For       For          Management
7     Reelect Christian Mulliez as Director   For       For          Management
8     Elect Patrick Kron as Director          For       For          Management
9     Advisory Vote on Compensation of Serge  For       For          Management
      Weinberg, Chairman
10    Advisory Vote on Compensation of        For       For          Management
      Christopher Viehbacher, CEO
11    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
12    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SAP AG

Ticker:       SAP            Security ID:  803054204
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2013
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.00 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2013
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2013
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2014
6a    Amend Affiliation Agreements with       For       For          Management
      Subsidiary SAP Erste Beteiligungs- und
      Vermoegensverwaltungs GmbH
6b    Amend Affiliation Agreements with       For       For          Management
      Subsidiary SAP Zweite Beteiligungs-
      und Vermoegensverwaltungs GmbH
7     Approve Affiliation Agreements with     For       For          Management
      Subsidiary SAP Ventures Investment GmbH
8a    Change of Corporate Form to Societas    For       For          Management
      Europaea (SE)
8b.1  Elect Hasso Plattner to the             For       For          Management
      Supervisory Board
8b.2  Elect Pekka Ala-Pietilae to the         For       For          Management
      Supervisory Board
8b.3  Elect Anja Feldmann to the Supervisory  For       For          Management
      Board
8b.4  Elect Wilhelm Haarmann to the           For       Against      Management
      Supervisory Board
8b 5  Elect Bernard Liautaud to the           For       For          Management
      Supervisory Board
8b.6  Elect Hartmut Mehdorn to the            For       Against      Management
      Supervisory Board
8b.7  Elect Erhard Schipporeit to the         For       For          Management
      Supervisory Board
8b.8  Elect Hagemann Snabe to the             For       For          Management
      Supervisory Board
8b.9  Elect Klaus Wucherer to the             For       For          Management
      Supervisory Board


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

STATE STREET INSTITUTIONAL INVESTMENT TRUST

Ticker:                      Security ID:  857492888
Meeting Date: FEB 27, 2014   Meeting Type: Special
Record Date:  NOV 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William L. Marshall      For       For          Management
1.2   Elect Director Patrick J. Riley         For       For          Management
1.3   Elect Director Richard D. Shirk         For       For          Management
1.4   Elect Director Bruce D. Taber           For       For          Management
1.5   Elect Director Scott F. Powers          For       For          Management
1.6   Elect Director Michael F. Holland       For       For          Management
1.7   Elect Director William L. Boyan         For       For          Management
1.8   Elect Director Rina K. Spence           For       For          Management
1.9   Elect Director Douglas T. Williams      For       For          Management
1.10  Elect Director James E. Ross            For       For          Management
2     Amend Declaration of Trust for Feeder   For       For          Management
      Trust
3     Amend Declaration of Trust for Master   For       For          Management
      Trust
4a    Approve Change of Fundamental           For       For          Management
      Investment Restrictions with Respect
      to Concentrating Investments in an
      Industry
4b    Approve Change of Fundamental           For       For          Management
      Investment Restrictions with Respect
      to Borrowing Money and Issuing
      Securities
4c    Approve Change of Fundamental           For       For          Management
      Investment Restrictions with Respect
      to Making Loans
4d    Approve Change of Fundamental           For       For          Management
      Investment Restrictions with Respect
      to Investment in Commodities and
      Commodity Contracts
4e    Approve Change of Fundamental           For       For          Management
      Investment Restrictions with Respect
      to Investment in Real Estate
4f    Approve Change of Fundamental           For       For          Management
      Investment Restrictions with Respect
      to Participation in Underwriting of
      Securities
4g    Approve Elimination of Fundamental      For       For          Management
      Investment Restrictions with Respect
      to Pledging, Mortgaging or
      Hypothecating Fund Assets
4h    Approve Elimination of Fundamental      For       For          Management
      Investment Restrictions with Respect
      to Diversification of Investments
4i    Approve Elimination of Fundamental      For       For          Management
      Investment Restrictions with Respect
      to Investing Illiquid Securities


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

SUMITOMO MITSUI FINANCIAL GROUP, INC.

Ticker:       8316           Security ID:  86562M209
Meeting Date: JUN 27, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 65
2.1   Elect Director Miyata, Koichi           For       For          Management
2.2   Elect Director Kurumatani, Nobuaki      For       For          Management
2.3   Elect Director Inoue, Atsuhiko          For       For          Management
2.4   Elect Director Ota, Jun                 For       For          Management
2.5   Elect Director Yokoyama, Yoshinori      For       For          Management
3     Appoint Statutory Auditor Nakao,        For       For          Management
      Kazuhiko


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 16, 2014   Meeting Type: Annual/Special
Record Date:  APR 08, 2014

#     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 2.38 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Patricia Barbizet as Director   For       For          Management
6     Reelect Marie-Christine                 For       For          Management
      Coisne-Roquette as Director
7     Reelect Paul Desmarais Jr as Director   For       For          Management
8     Reelect Barbara Kux as Director         For       For          Management
9     Advisory Vote on Compensation of        For       For          Management
      Christophe de Margerie
10    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
11    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 575 Million
12    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Item 11
13    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
14    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
15    Authorize Capital Issuances for Use in  For       For          Management
       Employee Stock Purchase Plans
      Reserved for International Subsidiaries
16    Authorize up to 0.8 Percent of Issued   For       Against      Management
      Capital for Use in Restricted Stock
      Plans
17    Amend Article 11 of Bylaws Re:          For       For          Management
      Employee Representatives and  Employee
      Shareholder Representatives
18    Amend Article 12 of Bylaws Re: Age      For       For          Management
      Limit for Chairman of the Board
19    Amend Article 15 of Bylaws Re:  Age     For       For          Management
      Limit for CEO
20    Amend Article 17 of Bylaws Re: Proxy    For       For          Management
      Voting
21    Amend Board Internal Rules Re:          Against   Against      Shareholder
      Publication of a Quarterly Newsletter
      Written by Employee Shareholder
      Representatives and Employee
      Representatives
22    Amend the Social Criteria that are      Against   Against      Shareholder
      Currently Linked to Executive
      Compensation from Negative Safety
      Indicators to Positive Safety Indicator
23    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders and Amend
      Article 20 of Bylaws
24    Approve Appointment of Employee         Against   Against      Shareholder
      Representatives to the Board
      Committees and Amend Article 12.5 of
      Bylaws
25    Amend Article 12.7 of Bylaws:           Against   Against      Shareholder
      Remuneration of Directors


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

UBS AG

Ticker:       UBSN           Security ID:  H89231338
Meeting Date: MAY 07, 2014   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 Remuneration Report             For       Did Not Vote Management
      (Non-Binding)
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of CHF 0.25 per Share from
      Capital Contribution Reserve
3     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
4     Amend Articles Re: Ordinance Against    For       Did Not Vote Management
      Excessive Remuneration at Listed
      Companies
5     Advisory Vote on the EU Capital         For       Did Not Vote Management
      Requirements Directive of 2013 (CRD IV)
6.1a  Reelect Axel Weber as Director and      For       Did Not Vote Management
      Board Chairman
6.1b  Reelect Michel Demare as Director       For       Did Not Vote Management
6.1c  Reelect David Sidwell as Director       For       Did Not Vote Management
6.1d  Reelect Reto Francioni as Director      For       Did Not Vote Management
6.1e  Reelect Ann Godbehere as Director       For       Did Not Vote Management
6.1f  Reelect Axel Lehmann as Director        For       Did Not Vote Management
6.1g  Reelect Helmut Panke as Director        For       Did Not Vote Management
6.1h  Reelect William Parrett as Director     For       Did Not Vote Management
6.1i  Reelect Isabelle Romy as Director       For       Did Not Vote Management
6.1j  Reelect Beatrice Weder di Mauro as      For       Did Not Vote Management
      Director
6.1k  Reelect Joseph Yam as Director          For       Did Not Vote Management
6.2.1 Appoint Ann Godbehere as Member of the  For       Did Not Vote Management
      Human Resources and Compensation
      Committee
6.2.2 Appoint Michel Demare as Member of the  For       Did Not Vote Management
      Human Resources and Compensation
      Committee
6.2.3 Appoint Helmut Panke as Member of the   For       Did Not Vote Management
      Human Resources and Compensation
      Committee
6.2.4 Appoint Reto Francioni as Member of     For       Did Not Vote Management
      the Human Resources and  Compensation
      Committee
6.3   Designate ADB Altorfer Duss &           For       Did Not Vote Management
      Beilstein AG as Independent Proxy
6.4   Ratify Ernst & Young AG as Auditors     For       Did Not Vote Management
7     Transact Other Business (Voting)        For       Did Not Vote Management


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

UNILEVER PLC

Ticker:       ULVR           Security ID:  904767704
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Policy             For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Re-elect Paul Polman as Director        For       For          Management
5     Re-elect Jean-Marc Huet as Director     For       For          Management
6     Re-elect Laura Cha as Director          For       For          Management
7     Re-elect Louise Fresco as Director      For       For          Management
8     Re-elect Ann Fudge as Director          For       For          Management
9     Re-elect Dr Byron Grote as Director     For       For          Management
10    Re-elect Mary Ma as Director            For       For          Management
11    Re-elect Hixonia Nyasulu as Director    For       For          Management
12    Re-elect Sir Malcolm Rifkind as         For       For          Management
      Director
13    Re-elect John Rishton as Director       For       For          Management
14    Re-elect Kees Storm as Director         For       For          Management
15    Re-elect Michael Treschow as Director   For       For          Management
16    Re-elect Paul Walsh as Director         For       For          Management
17    Elect Feike Sijbesma as Director        For       For          Management
18    Appoint KPMG LLP as Auditors            For       For          Management
19    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
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 of Ordinary   For       For          Management
      Shares
23    Authorise EU Political Donations and    For       For          Management
      Expenditure
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 28, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Louis R. Chenevert       For       For          Management
1b    Elect Director John V. Faraci           For       For          Management
1c    Elect Director Jean-Pierre Garnier      For       For          Management
1d    Elect Director Jamie S. Gorelick        For       For          Management
1e    Elect Director Edward A. Kangas         For       For          Management
1f    Elect Director Ellen J. Kullman         For       For          Management
1g    Elect Director Marshall O. Larsen       For       For          Management
1h    Elect Director Harold McGraw, III       For       For          Management
1i    Elect Director Richard B. Myers         For       For          Management
1j    Elect Director H. Patrick Swygert       For       For          Management
1k    Elect Director Andre Villeneuve         For       For          Management
1l    Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 06, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Aida M. Alvarez          For       For          Management
1b    Elect Director James I. Cash, Jr.       For       For          Management
1c    Elect Director Roger C. Corbett         For       For          Management
1d    Elect Director Pamela J. Craig          For       For          Management
1e    Elect Director Douglas N. Daft          For       For          Management
1f    Elect Director Michael T. Duke          For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Marissa A. Mayer         For       For          Management
1i    Elect Director C. Douglas McMillon      For       For          Management
1j    Elect Director Gregory B. Penner        For       For          Management
1k    Elect Director Steven S Reinemund       For       For          Management
1l    Elect Director Jim C. Walton            For       For          Management
1m    Elect Director S. Robson Walton         For       For          Management
1n    Elect Director Linda S. Wolf            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Disclosure of Recoupment Activity from  Against   For          Shareholder
      Senior Officers
6     Report on Lobbying Payments and Policy  Against   For          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 18, 2014

 

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 18, 2014