UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

**FORM N-PX**

**ANNUAL REPORT OF PROXY VOTING RECORD OF**

**The Central Europe & Russia Fund, Inc.**

Investment Company Act file number  811-6041

The Central Europe & Russia Fund, Inc.

(Exact name of registrant as specified in charter)

 

345 Park Avenue

New York, NY  10154

(Address of principal executive offices)             (Zip code)

David Goldman

Secretary

345 Park Avenue, Floor 27

New York, NY  10154-0004

(Name and address of agent for service)

Registrant's telephone number, including area code:  212-454-6778

Date of fiscal year end:  10/31

Date of reporting period:  7/1/08-6/30/09

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 
```

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

ICA File Number: 811-06041
Reporting Period: 07/01/2008 - 06/30/2009
The Central Europe & Russia Fund, Inc.

=================== THE CENTRAL EUROPE & RUSSIA FUND, INC. ======================

AIR BERLIN PLC

Ticker:                      Security ID:  G0177R100
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:

#     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 Dieter Pfundt as Director      For       For          Management
4     Elect Jean Debus as Director            For       For          Management
5     Reappoint KPMG Audit plc as Auditors of For       For          Management
      the Company
6     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
7     Authorise the Company and its           For       For          Management
      Subsidiaries to Make EU Political
      Donations to Political Parties and
      Independent Election Candidates, to
      Political Organisations Other Than
      Political Parties and Incur EU
      Political Expenditure up to GBP 100,000
8     Elect Ali Sabanci as Director           For       For          Management

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

BAUER AG

Ticker:                      Security ID:  D0639R105
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  JUN 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Remuneration of Supervisory     For       For          Management
      Board

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

BILFINGER BERGER AG

Ticker:       GBF            Security ID:  D11648108
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Ernst & Young AG as Auditors for For       For          Management
      Fiscal 2009
6     Approve Creation of EUR 55.5 Million    For       For          Management
      Pool of Capital without Preemptive
      Rights
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

CELESIO AG (FORMERLY GEHE AG)

Ticker:       CLS1           Security ID:  D1497R112
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.48 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Ernst & Young AG as Auditors for For       For          Management
      Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Creation of EUR 65.3 Million    For       Against      Management
      Pool of Capital without Preemptive
      Rights
8     Approve Issuance of Warrants/Bonds with For       Against      Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 500
      Million; Approve Creation of EUR 21.8
      Million Pool of Capital to Guarantee
      Conversion Rights
9     Elect W. M. Henning Rehder to the       For       For          Management
      Supervisory Board

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

DEMAG CRANES AG

Ticker:                      Security ID:  D17567104
Meeting Date: MAR 3, 2009    Meeting Type: Annual
Record Date:  FEB 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2007/2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.40 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2007/2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2007/2008
5     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2008/2009
6     Amend Articles Re: Retirement Age for   For       For          Management
      Supervisory Board Members
7     Elect Rudolf Rupprecht to the           For       For          Management
      Supervisory Board
8     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

DEUTSCHE EUROSHOP AG

Ticker:                      Security ID:  D1854M102
Meeting Date: JUN 30, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.05 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5.1   Reelect Michael Gellen as Supervisory   For       For          Management
      Board Member
5.2   Reelect Thomas Armbrust as Supervisory  For       For          Management
      Board Member
5.3   Reelect Bernd Thiemann as Supervisory   For       For          Management
      Board Member
6     Ratify BDO Deutsche Warentreuhand AG as For       For          Management
      Auditors for Fiscal 2009

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

DEUTSCHE POSTBANK AG

Ticker:       DPB            Security ID:  D1922R109
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Discharge of Management Board   For       Against      Management
      for Fiscal 2008
3     Approve Discharge of Supervisory Board  For       Against      Management
      for Fiscal 2008
4     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
5a    Elect Tessen Heydebreck to the          For       For          Management
      Supervisory Board
5b    Reelect Wilfried Boysen to the          For       For          Management
      Supervisory Board
5c    Elect Henry Cordes to the Supervisory   For       Against      Management
      Board
5d    Reelect Peter Hoch to the Supervisory   For       For          Management
      Board
5e    Elect Werner Steinmueller to the        For       Against      Management
      Supervisory Board
5f    Reelect Ralf Krueger to the Supervisory For       For          Management
      Board
6     Authorize Repurchase of Up to Five      For       For          Management
      Percent of Issued Share Capital for
      Trading Purposes
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Approve Creation of EUR 273.5 Million   For       For          Management
      Pool of Capital with Preemptive Rights
9     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      with Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.5 Billion;
      Approve Creation of EUR 164.1 Million
      Pool of Capital to Guarantee Conversion
      Rights
10    Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      with Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1 Billion;
      Approve Creation of EUR 109.4 Million
      Pool of Capital to Guarantee Conversion
      Rights
11    Amend Articles Re: Delete Special       For       For          Management
      Dividend Rights for Preference Shares

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

DOUGLAS HOLDING AG

Ticker:                      Security ID:  D2290M102
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2007/2008
      (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 2007/2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2007/2008
5     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
6     Ratify Susat & Partner OHG as Auditors  For       For          Management
      for Fiscal 2008/2009

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

ELRINGKLINGER AG

Ticker:                      Security ID:  D2462K108
Meeting Date: MAY 26, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.15 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Amend Articles Re: Registration for the For       For          Management
      Annual Meeting

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

EUROPEAN AERONAUTIC DEFENSE AND SPACE COMPANY EADS N.V.

Ticker:       EAD            Security ID:  F17114103
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAY 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Board Report Including Chapter  For       Against      Management
      on Corporate Governance, Policy on
      Dividends, and Remuneration Policy
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.20 per Share
4     Approve Discharge of Directors          For       Against      Management
5     Ratify Ernst and Young and KPMG and  as For       For          Management
      Auditors
6     Amend Article 29 Re: Financial Year and For       For          Management
      Annual Accounts
7     Grant Board Authority to Issue Shares   For       For          Management
      Up To 1 Percent of Issued Capital and
      Restricting/Excluding Preemptive Rights
8     Approve Cancellation of Shares          For       For          Management
      Repurchased by the Company
9     Authorize Repurchase of Up to 10        For       Against      Management
      Percent of Issued Share Capital
10    Elect Wilfried Porth as Director        For       Against      Management

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

FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE

Ticker:       FRA            Security ID:  D3856U108
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAY 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.15 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify KPMG Deutsche                    For       For          Management
      Treuhand-Gesellschaft AG as Auditors
      for Fiscal 2009
6     Approve Creation of EUR 5.5 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
8     Approve Remuneration of Supervisory     For       For          Management
      Board
9     Amend Articles Re: Audio and Video      For       For          Management
      Transmission of Annual Meeting due to
      New German Legislation (Law on
      Transposition of EU Shareholders'
      Rights Directive)

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

FREENET AG

Ticker:                      Security ID:  D3689Q118
Meeting Date: AUG 8, 2008    Meeting Type: Annual
Record Date:  JUL 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2007
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Omissions of Dividends
3     Approve Discharge of mobilcom AG        For       For          Management
      Management Board for Fiscal 2007
4     Approve Discharge of freenet.de AG      For       For          Management
      Management Board for Fiscal 2007
5     Approve Discharge of freenet AG         For       For          Management
      Management Board for Fiscal 2007
6     Approve Discharge of mobilcom AG        For       For          Management
      Supervisory Board for Fiscal 2007
7     Approve Discharge of freenet.de AG      For       For          Management
      Supervisory Board for Fiscal 2007
8     Approve Discharge of freenet AG         For       For          Management
      Supervisory Board for Fiscal 2007
9     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
10    Authorize Use of Financial Derivatives  For       For          Management
      of up to 5 Percent of Issued Share
      Capital When Repurchasing Shares
11    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2008
12    Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 450
      Million; Approve Creation of EUR 15
      Million Pool of Capital to Guarantee
      Conversion Rights
13    Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 450
      Million; Approve Creation of EUR 15
      Million Pool of Capital to Guarantee
      Conversion Rights
14    Approve Affiliation Agreement with      For       For          Management
      Subsidiary freenet.de GmbH
15    Approve Affiliation Agreement with      For       For          Management
      Subsidiary freenet Breitband GmbH
16    Approve Affiliation Agreement with      For       For          Management
      Subsidiary freenet Breitband Services
      GmbH
17a   Remove Helmut Thoma from the            Against   Against      Shareholder
      Supervisory Board
17b   Remove Oliver Brexl from the            Against   Against      Shareholder
      Supervisory Board
17c   Remove Thorsten Kraemer from the        Against   Against      Shareholder
      Supervisory Board
17d   Remove Dieter Lauering from the         Against   Against      Shareholder
      Supervisory Board
17e   Remove Hans-Joachim Priester from the   Against   Against      Shareholder
      Supervisory Board
17f   Remove Richard Roy from the Supervisory Against   Against      Shareholder
      Board
17g   Remove Alternate Director Olaf Schulz   Against   Against      Shareholder
      from the Supervisory Board
18a   Elect Uwe Bergheim to the Supervisory   Against   Against      Shareholder
      Board
18b   Elect Markus Billeter to the            Against   Against      Shareholder
      Supervisory Board
18c   Elect Andreas Gauger to the Supervisory Against   Against      Shareholder
      Board
18d   Elect Norbert Mauer to the Supervisory  Against   Against      Shareholder
      Board
18e   Elect Roland Scharff to the Supervisory Against   Against      Shareholder
      Board
18f   Elect Patricia Weisbecker to the        Against   Against      Shareholder
      Supervisory Board
18g   Elect Oliver Hoske as Alternate         Against   Against      Shareholder
      Director
19    Authorize Special Audit Re: Alleged     Against   Against      Shareholder
      Misuse of Authorized Capital by
      Management in Connection with
      Acquisition of debitel Group
20    Authorize Special Audit Re: Delay of    Against   Against      Shareholder
      2008 AGM
21    Approve Vote of No Confidence for       Against   Against      Shareholder
      Management Board

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

FRESENIUS SE

Ticker:       FRE3           Security ID:  D27348107
Meeting Date: MAY 8, 2009    Meeting Type: Special
Record Date:  APR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Special Vote for Preference             For       For          Management
      Shareholders: Approve Creation of EUR
      12.8 Million Pool of Capital with
      Preemptive Rights
2     Special Vote for Preference             For       For          Management
      Shareholders: Approve Creation of EUR
      6.4 Million Pool of Capital without
      Preemptive Rights

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

GEA GROUP AG (FORMERLY MG TECHNOLOGIES AG)

Ticker:       G1A            Security ID:  D28304109
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7a    Approve Creation of EUR 72 Million Pool For       For          Management
      of Capital with Preemptive Rights
7b    Approve Creation of EUR 99 Million Pool For       For          Management
      of Capital without Preemptive Rights
8     Approve Affiliation Agreement with GEA  For       For          Management
      Brewery Systems GmbH
9     Elect Hartmut Eberlein to the           For       For          Management
      Supervisory Board

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

GERRESHEIMER AG

Ticker:                      Security ID:  D2852S109
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Elect Theodor Stuth  to the Supervisory For       For          Management
      Board
6     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2009

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

GRENKELEASING AG

Ticker:                      Security ID:  D2854Z101
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       Against      Management
      Dividends of EUR 0.60 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Ernst & Young AG as Auditors for For       For          Management
      Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Creation of EUR 8.5 Million     For       Against      Management
      Pool of Capital without Preemptive
      Rights
8     Amend Articles Re: Convocation of and   For       For          Management
      Voting Rights Representation at the
      Annual Meeting due to New German
      Legislation (Law on Transposition of EU
      Shareholders' Rights Directive)
9     Approve Affiliation Agreement with      For       For          Management
      WEBLEASE NETBUSINESS AG
10    Approve Affiliation Agreements with     For       For          Management
      Hesse Newman & Co. AG

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

HOCHTIEF AG

Ticker:       HOT            Security ID:  D33134103
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.40 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2009
6     Elect Tilman Todenhoefer to the         For       For          Management
      Supervisory Board
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares; Authorize Use of
      Financial Derivatives When Repurchasing
      Shares
8     Approve Affiliation Agreements with     For       For          Management
      HOCHTIEF Concessions GmbH
9     Adopt New Articles of Association       For       For          Management

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

HUGO BOSS AG

Ticker:                      Security ID:  D12432106
Meeting Date: MAY 14, 2009   Meeting Type: Special
Record Date:  APR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Creation of EUR 35.2 Million    For       Against      Management
      Pool of Capital without Preemptive
      Rights
2     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

IDS SCHEER AG

Ticker:                      Security ID:  D3462A108
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  APR 28, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.22 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6a    Reelect August-Wilhelm Scheer to the    For       For          Management
      Supervisory Board
6b    Reelect Alexander Pocsay to the         For       For          Management
      Supervisory Board
6c    Reelect Thomas Bruch to the Supervisory For       For          Management
      Board
6d    Elect Helmut Mader to the Supervisory   For       For          Management
      Board
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Approve Creation of EUR 16 Million Pool For       Against      Management
      of Capital without Preemptive Rights

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

IVG IMMOBILIEN AG (FRMLY IVG HOLDING AG)

Ticker:                      Security ID:  D36953103
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  APR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Omission of Dividends
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Elect Matthias von Krockow to the       For       For          Management
      Supervisory Board
6     Approve Creation of EUR 24 Million Pool For       For          Management
      of Capital with Preemptive Rights
7     Approve Creation of EUR 24 Million Pool For       Against      Management
      of Capital without Preemptive Rights
8     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
9     Approve Affiliation Agreement with IVG  For       For          Management
      Asset Management GmbH
10    Approve Affiliation Agreement with      For       For          Management
      Logistique 2 GmbH
11    Approve Affiliation Agreement with      For       For          Management
      Pfaeffikon Beteiligungs- und
      Verwaltungs GmbH
12    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009

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

K+S AKTIENGESELLSCHAFT

Ticker:       SDF            Security ID:  D48164103
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  APR 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.40 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2009
6     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 1.5
      Billion; Approve Creation of EUR 16.5
      Million Pool of Capital to Guarantee
      Conversion Rights
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Approve Remuneration of Supervisory     For       For          Management
      Board
9     Amend Articles Re: Convocation of,      For       For          Management
      Participation in, and Voting Rights
      Representation at the Annual Meeting
      due to New German Legislation (Law on
      Transposition of EU Shareholders'
      Rights Directive)

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

KLOECKNER & CO SE

Ticker:                      Security ID:  D40376101
Meeting Date: MAY 26, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Omission of Dividends
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify KPMG Hartkopf + Rentrop Treuhand For       For          Management
      KG as Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 350
      Million
8     Approve Creation of EUR 11.6 Million    For       For          Management
      Pool of Capital without Preemptive
      Rights to Guarantee Conversion Rights

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

KONTRON AG

Ticker:       KBC            Security ID:  D2233E118
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  MAY 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.20 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify  Ernst & Young AG as Auditors    For       For          Management
      for Fiscal 2009
6.1   Elect Georg Baumgartner to the          For       For          Management
      Supervisory Board
6.2   Elect Michael Wilhelm to the            For       For          Management
      Supervisory Board
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Amend 2003 Stock Option Plan            For       Against      Management
9     Amend 2007 Stock Option Plan            For       Against      Management
10    Approve Stock Option Plan for Key       For       Against      Management
      Employees; Approve Creation of EUR 1.4
      Pool of Conditional Capital to
      Guarantee Conversion Rights
11    Amend Articles Re: Registration for     For       For          Management
      General Meeting due to New German
      Legislation (Law on Transposition of EU
      Shareholder's Rights Directive)
12    Amend Articles Re: Convocation, Proxy   For       For          Management
      Voting, and Shareholder Speaking Rights
      at the General Meeting

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

KRONES AG

Ticker:                      Security ID:  D47441171
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  MAY 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       Against      Management
      Dividends of EUR 0.60 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Elect Alexander Nerz and Philipp        For       Against      Management
      Lerchenfeld as Supervisory Board
      Members (Bundled)
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Amend Articles Re: Location of General  For       For          Management
      Meeting
8     Amend Articles Re: Opt Out of           For       For          Management
      Notification Requirement for
      Significant Shareholders (Risk
      Limitation Act)
9     Ratify Bayerische Treuhandgesellschaft  For       For          Management
      AG as Auditors for Fiscal 2009

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

LANXESS AG

Ticker:                      Security ID:  D5032B102
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.50 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Creation of EUR 16.6 Million    For       For          Management
      Pool of Capital without Preemptive
      Rights
8     Approve Decrease in Size of Supervisory For       For          Management
      Board to Twelve Members

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

LOEWE AG

Ticker:                      Security ID:  D5056G128
Meeting Date: MAY 26, 2009   Meeting Type: Annual
Record Date:  MAY 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.50 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Abstoss & Wolters OHG  as        For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Amend Articles Re: Proxy Voting         For       For          Management

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

MTU AERO ENGINES HOLDING AG

Ticker:                      Security ID:  D5565H104
Meeting Date: MAY 26, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.93 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Elect Joachim Rauhut to the Supervisory For       For          Management
      Board
6     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2009
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

NORDDEUTSCHE AFFINERIE AG

Ticker:                      Security ID:  D5566D102
Meeting Date: FEB 26, 2009   Meeting Type: Annual
Record Date:  FEB 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2007/2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.60 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2007/2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2007/2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2008/2009
6     Elect Heinz Fuhrmann to the Supervisory For       For          Management
      Board
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 700
      Million; Approve Creation of EUR 52.3
      Million Pool of Capital to Guarantee
      Conversion Rights
9     Change Company Name to Aurubis AG       For       For          Management

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

PFEIFFER VACUUM TECHNOLOGY AG

Ticker:       PFFVF          Security ID:  D6058X101
Meeting Date: MAY 26, 2009   Meeting Type: Annual
Record Date:  MAY 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 3.35 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Ernst & Young AG as Auditors for For       For          Management
      Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 200
      Million; Approve Creation of EUR 5.7
      Million Pool of Capital to Guarantee
      Conversion Rights

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

PRAKTIKER BAU- UND HEIMWERKERMAERKTE HOLDING AG

Ticker:                      Security ID:  D6174B108
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAY 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.10 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Authorize Use of Financial Derivatives  For       For          Management
      When Repurchasing Shares

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

PUMA AG RUDOLF DASSLER SPORT

Ticker:       PUM            Security ID:  D62318148
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  APR 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       Against      Management
      Dividends of EUR 2.75 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

Q-CELLS SE

Ticker:       QCE            Security ID:  D6232R103
Meeting Date: JUN 18, 2009   Meeting Type: Annual
Record Date:  MAY 28, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.03 per Preference
      Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2009
6     Amend Stock Option Plan                 For       For          Management
7     Approve Amendment of Issuance of        For       For          Management
      Warrants/Bonds with Warrants
      Attached/Convertible Bonds without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 5 Billion;
      Approve Creation of EUR 36.2 Million
      Pool of Capital to Guarantee Conversion
      Rights
8.1   Reelect Marcel Brenninkmeijer to the    For       For          Management
      Supervisory Board
8.2   Elect Joerg Harms to the Supervisory    For       For          Management
      Board
8.3   Reelect Richard Kauffmann to the        For       For          Management
      Supervisory Board
8.4   Elect Andrew Lee to the Supervisory     For       For          Management
      Board
8.5   Reelect Christian Reitberger to the     For       For          Management
      Supervisory Board
8.6   Reelect Frauke Vogler to the            For       For          Management
      Supervisory Board
9     Approve Remuneration of Supervisory     For       For          Management
      Board
10    Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
11    Amend Articles Re: Audio and Video      For       For          Management
      Transmission of General Meeting due to
      New German Legislation (Law on
      Transposition of EU Shareholder's
      Rights Directive)
12    Approve Creation of EUR 54.5 Million    For       Against      Shareholder
      Pool of Capital without Preemptive
      Rights

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

QIAGEN N.V.

Ticker:       QGEN           Security ID:  N72482107
Meeting Date: JUN 24, 2009   Meeting Type: Annual
Record Date:  MAY 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Receive Report of Management Board      None      None         Management
      (Non-Voting)
3     Receive Report of Supervisory Board     None      None         Management
      (Non-Voting)
4     Approve Financial Statements and        For       For          Management
      Statutory Reports
5     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
6     Approve Discharge of Management Board   For       For          Management
7     Approve Discharge of Supervisory Board  For       For          Management
8a    Reelect Detlev Riesner to Supervisory   For       For          Management
      Board
8b    Reelect Werner Brandt to Supervisory    For       For          Management
      Board
8c    Reelect Metin Colpan to Supervisory     For       For          Management
      Board
8d    Reelect Erik Hornnaess to Supervisory   For       For          Management
      Board
8e    Reelect Manfred Karobath to Supervisory For       For          Management
      Board
8f    Reelect Heino von Prondzynski to        For       For          Management
      Supervisory Board
9a    Reelect Peer Schatz to Executive Board  For       For          Management
9b    Reelect Roland Sackers to Executive     For       For          Management
      Board
9c    Reelect Joachim Schorr to Executive     For       For          Management
      Board
9d    Reelect Bernd Uder to Executive Board   For       For          Management
10    Ratify Ernst & Young as Auditors        For       For          Management
11    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
12    Allow Questions                         None      None         Management
13    Close Meeting                           None      None         Management

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

RHEINMETALL AG

Ticker:                      Security ID:  D65111102
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.30 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Affiliation Agreement with      For       For          Management
      Rheinmetall Dienstleistungszentrum
      Altmark GmbH

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

RHOEN-KLINIKUM AG

Ticker:                      Security ID:  D6530N119
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  MAY 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.35 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

SARTORIUS AG

Ticker:                      Security ID:  D6705R119
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  APR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 per Ordinary
      Share and 0.42 per Preference Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Amend Articles Re: Proxy Voting         For       For          Management
6     Ratify Deloitte & Touche GmbH as        For       For          Management
      Auditors for Fiscal 2009

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

SGL CARBON SE

Ticker:       SGL            Security ID:  D6949M108
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       Against      Management
      Omission of Dividends
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify Ernst & Young AG as Auditors for For       For          Management
      Fiscal 2009
6     Elect H. Jodl, M. Pfeiffer, M. Plata,   For       For          Management
      J. Scherer, S. Skinner, H. Will as
      Employee Representatives to the
      Supervisory Board; Elect M.
      Stettenberger, J. Kerner, M.
      Pasikowska, J. Jung, B. McClymont, F.
      Mehle as Alternate Employee
      Representatives (Bundled)
7     Approve Creation of EUR 52.7 Million    For       Against      Management
      Pool of Capital without Preemptive
      Rights
8     Approve Reduction of Capital            For       For          Management
      Authorization
9     Approve Issuance of Warrants/Bonds with For       Against      Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 800
      Million; Approve Creation of EUR 51.2
      Million Pool of Capital to Guarantee
      Conversion Rights
10    Approve Stock Appreciation Rights Plan  For       Against      Management
      for Key Employees; Approve Creation of
      EUR 5.4 Million Pool of Conditional
      Capital

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

SOFTWARE AG

Ticker:                      Security ID:  D7045M133
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (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 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5.1   Elect Andreas Bereczky to the           For       For          Management
      Supervisory Board
5.2   Elect Heinz Geidt to the Supervisory    For       For          Management
      Board
6     Ratify BDO Deutsche Warentreuhand AG as For       For          Management
      Auditors for Fiscal 2009
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

SOLARWORLD AG

Ticker:       SWV            Security ID:  D7045Y103
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  APR 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       Against      Management
      Dividends of EUR 0.15 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify BDO Deutsche Warentreuhand AG as For       For          Management
      Auditors for Fiscal 2009
6     Amend Affiliation Agreement with        For       For          Management
      Subsidiary Deutsche Cell GmbH
7     Amend Affiliation Agreement with        For       For          Management
      Subsidiary Solar Factory GmbH
8     Amend Affiliation Agreement with        For       For          Management
      Subsidiary SolarWorld Innovations GmbH
9     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
10    Cap Senior Executive Compensation at 20 For       For          Management
      Times Average Employee Compensation

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

STADA ARZNEIMITTEL AG

Ticker:       SAZ            Security ID:  D76226113
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.52 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PKF Deutschland GmbH as Auditors For       For          Management
      for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

SYMRISE AG

Ticker:                      Security ID:  D827A1108
Meeting Date: MAY 11, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.50 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

TOGNUM AG

Ticker:                      Security ID:  D836B5109
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  MAY 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.70 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7.1   Elect Edgar Kroekel to the Supervisory  For       For          Management
      Board
7.2   Elect Andreas Renschler to the          For       For          Management
      Supervisory Board
7.3   Elect Albert Kirchmann as Alternate     For       For          Management
      Supervisory Board Member

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

TUI AG (FORMERLY PREUSSAG AG)

Ticker:       TUI1           Security ID:  D8484K166
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Receive Report on Balanced Budget and   None      None         Management
      Omission of Dividends (Non-Voting)
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Change Fiscal Year End to September 30  For       For          Management
6     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 1
      Billion Million; Approve Creation of
      EUR 100 Million Pool of Capital to
      Guarantee Conversion Rights
7     Authorize Share Repurchase Program and  For       For          Management
      Cancellation of Repurchased Shares
8     Authorize Use of Financial Derivatives  For       For          Management
      when Repurchasing Shares
9     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2009
10.1  Elect Mustapha Bakkoury to the          For       For          Management
      Supervisory Board
10.2  Elect Peter Barrenstein to the          For       For          Management
      Supervisory Board
11    Remove Juergen Krumnow from the         Against   For          Shareholder
      Supervisory Board
12    Remove Abel Matutes Juan from the       Against   For          Shareholder
      Supervisory Board
13    Elect John Frederiksen and Olav Troim   Against   For          Shareholder
      to the Supervisory Board
14    Authorize Special Audit Re:             Against   For          Shareholder
      Remuneration Awarded to the Chairman of
      the Management Board; Appoint
      Hans-Joachim Mertens as Special Auditor
15    Authorize Special Audit Re: Duties of   Against   For          Shareholder
      Company in the Context of the Sale of
      Hapag-Lloyd AG; Appoint Hans-Joachim
      Mertens as Special Auditor

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

UNITED INTERNET AG (FORMERLY 1 & 1 AG)

Ticker:       UTDI           Security ID:  D8542B125
Meeting Date: MAY 26, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
3     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
4     Ratify Ernst & Young AG as Auditors for For       For          Management
      Fiscal 2009
5     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
6     Authorize Use of Financial Derivatives  For       For          Management
      when Repurchasing Shares

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

VOSSLOH AG

Ticker:                      Security ID:  D9494V101
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  APR 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Ordinary Dividends of EUR 2.00 per
      Share and Extraordinary Dividends of
      EUR 1.00 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify BDO Deutsche Warentreuhand AG as For       For          Management
      Auditors for Fiscal 2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Approve Creation of EUR 7.5 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights

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

WACKER CHEMIE AG

Ticker:       WCH            Security ID:  D9540Z106
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  APR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.80 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2008
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2009
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

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

WINCOR NIXDORF AG

Ticker:       WIN            Security ID:  D9695J105
Meeting Date: JAN 19, 2009   Meeting Type: Annual
Record Date:  DEC 29, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2007/2008
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.13 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2007/2008
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2007/2008
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2008/2009
6a    Reelect Hero Brahms to the Supervisory  For       For          Management
      Board
6b    Reelect Walter Gunz to the Supervisory  For       For          Management
      Board
6c    Elect Achim Bachem to the Supervisory   For       For          Management
      Board
7     Approve Creation of EUR 3.3 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights; Approve Creation of EUR 13.2
      Million Pool of Capital without
      Preemptive Rights
8     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares

========== END NPX REPORT
```

**SIGNATURES**

[See General Instruction F]

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.

| (Registrant) | The Central Europe & Russia Fund, Inc. |
|--------------|--------------------------------------------|

 

By (Signature and Title)* /s/Michael G. Clark

|   | Michael G. Clark, Chief Executive Officer |
|--------|-------------------------------------------|

Date  8/17/09

* Print the name and title of each signing officer under his or her signature.