Form DEF 14A LAZARD GLOBAL TOTAL RETU For: Apr 23

March 9, 2021 5:18 PM EST

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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]

 

Check the appropriate box:

[   ]
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[X]
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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-12

 

LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
______________________________________________________________________
(Name of Registrants as Specified in Charter)

______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrants)

Payment of Filing Fee (Check the appropriate box):

 

[X] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies: __________
(2)Aggregate number of securities to which transaction applies:__________
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ______________________________________
(4)Proposed maximum aggregate value of transaction:__________________
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[   ] Fee previously paid with preliminary materials.
[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1)Amount previously paid:____________________________
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LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
30 Rockefeller Plaza
New York, New York 10112

 

March 9, 2021

 

Dear Stockholder:

 

You are cordially invited to attend the Annual Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc. (the “Fund”) to be held on Friday, April 23, 2021, at 3:00 p.m., Eastern Time (the “Annual Meeting”). In addition to voting on the proposals described in the Notice of Annual Meeting of Stockholders, you will have an opportunity to hear a report on the Fund and to discuss other matters of interest to you as a stockholder.

 

Due to the public health and safety concerns of the coronavirus (COVID-19) pandemic, and to support the health and well-being of the Fund’s stockholders and officers, and other attendees, the Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the Annual Meeting in person.

 

Whether or not you plan to participate in the Annual Meeting, please vote by internet, telephone or mail in accordance with the instructions on the enclosed proxy card(s) to assure that your shares are represented at the meeting.

 

  Sincerely,
   
  Nathan A. Paul
  President
 

LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
30 Rockefeller Plaza
New York, New York 10112

 

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 23, 2021

 

 

 

The Annual Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc. (the “Fund”), a Maryland corporation, will be held on Friday, April 23, 2021, at 3:00 p.m., Eastern Time (the “Annual Meeting”), to consider and act upon the following proposals:

 

  Election of two Class I Directors, each to serve for a three-year term expiring at the 2024 Annual Meeting and until his successor is duly elected and qualified.
     
  To consider and act upon such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof.

 

Due to the public health and safety concerns of the coronavirus (COVID-19) pandemic, and to support the health and well-being of the Fund’s stockholders and officers, and other attendees, the Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the Annual Meeting in person, but will be able to participate remotely as described below.

 

Stockholders of record at the close of business on March 2, 2021 will be entitled to receive notice of, and to participate and to vote at, the Annual Meeting and any postponement or adjournment thereof. To participate in the Annual Meeting, stockholders must register in advance by visiting https://www.viewproxy.com/LAZARDGLOBALTOTALRETURNANDINCOMEFUNDINC/broadridgevsm/ and submitting the requested required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Fund’s proxy tabulator.

 

Stockholders whose shares are registered directly with the Fund in the stockholder’s name will be asked to submit their name and control number found on the stockholder’s proxy card in order to register to participate in and vote at the Annual Meeting. Stockholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the stockholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 3:00 p.m., Eastern Time, on Thursday, April 22, 2021, but in any event must be received by the scheduled time for commencement of the Annual Meeting. For requests received after 3:00 p.m., Eastern Time, on Thursday, April 22, 2021, Broadridge will attempt to complete the registration, but may be unable to do so prior to the Annual Meeting. Once stockholders have obtained a new control number, they must visit https://www.viewproxy.com/LAZARDGLOBALTOTALRETURNANDINCOMEFUNDINC/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Annual Meeting.

 

After stockholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once stockholders’ registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Annual Meeting, and (ii) an email with a password to enter at the event link in order to access the Annual Meeting. Stockholders may vote before or during the Annual Meeting at proxyvote.com. Only stockholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a stockholder, at the Annual Meeting.

 

Your vote is important regardless of the size of your holdings in the Fund. Whether or not you expect to be present at the Annual Meeting, please vote by internet, telephone or mail in accordance with the instructions on the enclosed proxy card. If you desire to vote virtually at the Annual Meeting, you may revoke any proxy previously given. The Proxy Statement for the Annual Meeting accompanies this Notice and also is available along with proxy card and other proxy materials at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41.

 

  By Order of the Board of Directors
   
  Mark R. Anderson
  Secretary

 

March 9, 2021
New York, New York

 

LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
30 Rockefeller Plaza
New York, New York 10112

 

 

 

PROXY STATEMENT
Annual Meeting of Stockholders
April 23, 2021

 

 

 

This Proxy Statement, which also is available at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41, is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Lazard Global Total Return and Income Fund, Inc. (the “Fund”), a Maryland corporation, for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held in a virtual meeting format on Friday, April 23, 2021, at 3:00 p.m., Eastern Time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting dated March 9, 2021. The Fund is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

Due to the public health and safety concerns of the coronavirus (COVID-19) pandemic, and to support the health and well-being of the Fund’s stockholders and officers, and other attendees, the Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the Annual Meeting in person, but will be able to participate remotely as described below.

 

Stockholders of record at the close of business on March 2, 2021 will be entitled to receive notice of, and to participate and to vote at, the Annual Meeting and any postponement or adjournment thereof. To participate in the Annual Meeting, stockholders must register in advance by visitinghttps://www.viewproxy.com/LAZARDGLOBALTOTALRETURNANDINCOMEFUNDINC/broadridgevsm/ and submitting the requested required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Fund’s proxy tabulator.

 

Stockholders whose shares are registered directly with the Fund in the stockholder’s name will be asked to submit their name and control number found on the stockholder’s proxy card in order to register to participate in and vote at the Annual Meeting. Stockholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the stockholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 3:00 p.m., Eastern Time, on Thursday, April 22, 2021, but in any event must be received by the scheduled time for commencement of the Annual Meeting. Once stockholders have obtained a new control number, they must visit https://www.viewproxy.com/LAZARDGLOBALTOTALRETURNANDINCOMEFUNDINC/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Annual Meeting.

 

After stockholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once stockholders’ registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Annual Meeting, and (ii) an email with a password to enter at the event link in order to access the Annual Meeting. Stockholders may vote before or during the Annual Meeting at proxyvote.com. Only stockholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a stockholder, at the Annual Meeting.

 

As of the Record Date, 13,009,661 shares of the Fund’s Common Stock were issued and outstanding. This Proxy Statement and the accompanying Notice of Annual Meeting and form of proxy were sent to stockholders on or about March 18, 2021. Stockholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held.

 

If the accompanying form of proxy card is properly executed and returned in time to be voted at the Annual Meeting, the shares covered thereby will be voted in accordance with the instructions marked thereon. Executed and returned proxies that are unmarked will be voted “for” the proposals and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Annual Meeting or any adjournment or postponement thereof. A stockholder may revoke his or her proxy by giving written notice of such revocation to the Secretary of the Fund or by returning a later-dated proxy before the Annual Meeting.

 

The presence at the Annual Meeting, virtually or by proxy, of a majority of the votes entitled to be cast shall be necessary and sufficient to constitute a quorum for the transaction of business (a “Quorum”) for the Fund’s Annual Meeting. Virtual attendance at the Annual Meeting constitutes in person attendance for purposes of calculating a quorum. If a Quorum is not present at the Annual Meeting, or if a Quorum is present but sufficient votes to approve a proposal are not received, the chairman of the Annual Meeting shall have the power to adjourn the Annual Meeting from time to time, without notice other than announcement at the Annual Meeting. Shares represented by properly executed proxies with respect to which a vote is withheld, or for which a broker does not vote, will be treated as shares that are present and entitled to vote for purposes of determining a Quorum, but will not constitute a vote “for” a proposal and will have no effect on the result of the vote.

 

In addition to soliciting proxies by mail, the Fund’s officers or employees of the Fund’s investment manager may solicit proxies by email or telephone. The costs of proxy solicitation and expenses incurred in connection with preparing this Proxy Statement and its enclosures will be paid for by the Fund.

 

Investment Manager and Administrator

 

LAM, with its principal office located at 30 Rockefeller Plaza, New York, New York 10112, serves as the Fund’s investment manager. State Street Bank and Trust Company, One Iron Street, Boston, Massachusetts 02210, serves as the Fund’s administrator.

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Election of Directors

 

 

 

The following persons currently serve as Directors of the Fund:

 

Ashish Bhutani
Franci J. Blassberg
Kenneth S. Davidson
Nancy A. Eckl
Trevor W. Morrison
Nathan A. Paul
Richard Reiss, Jr.
Robert M. Solmson

 

At the Annual Meeting, stockholders of the Fund are being asked to elect Nathan A. Paul and Robert M. Solmson, whose terms expire this year.

 

The Fund’s charter provides for three classes of Directors with terms ending at the third annual meeting of stockholders following their election and until his or her successor is duly elected and qualified. Each Director’s and Director nominee’s class and term is set forth in the chart below.

 

All stockholders of the Fund will vote for all the nominees for Director for the Fund, and each nominee has agreed to continue to serve as a Director if elected. Each nominee currently serves as a Director of the Fund, and each nominee has previously been elected by the Fund’s stockholders. Each of the nominees was first recommended to the Board by the Nominating Committee of the Board, consisting of the current Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund (“Independent Directors”), certain of whom also are nominees. The Board, including the Independent Directors, nominated each of the nominees for election at this Annual Meeting. If any of these nominees is not available for election at the time of the Annual Meeting, the persons named as proxies will vote for such substitute nominee as the Board may recommend.

 

*     *     *

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Information about the Nominees and Continuing Directors

 

Set forth in the chart below are the names and certain biographical and other information for the nominees for Director, and the other Directors, as reported to the Fund by each nominee for Director and each continuing Director. Following the chart is additional information about the Directors’ experience, qualifications, attributes or skills.

 

Name (Year of Birth)
Position(s) with the Fund
Address1 (Since)
  Class
Term Expires2
  Principal Occupation(s) and Other
Public Company Directorships
Held During the Past Five Years3
Independent Directors        
         
Robert M. Solmson (1947)
Director
(September 2004)
  Class I
Nominee
2024
  Fairwood Capital, LLC, a private investment corporation engaged primarily in real estate and hotel investments, Co-Managing Partner and Managing Director (2008 – present)
         
Kenneth S. Davidson (1945)
Director
(February 2004)
  Class II
Continuing Director
2022
  Davidson Capital Management Corporation, an investment manager, President (1978 – present)
         
Nancy A. Eckl (1962)
Director
(February 2007)
  Class II
Continuing Director
2022
 

College Retirement Equities Fund (eight accounts), Trustee (2007 – present)

 

TIAA-CREF Funds (68 funds) and TIAA-CREF Life Funds (11 funds), Trustee (2007-present)

 

TIAA Separate Account VA-1, Member of the Management Committee (2007 – present)

         
Trevor W. Morrison (1971)
Director
(April 2014)
  Class II
Continuing Director
2022
  New York University School of Law, Dean and Eric M. and Laurie B. Roth Professor of Law (2013 – present)
         
Franci J. Blassberg (1953)
Director
(August 2014)
  Class III
Continuing Director
2023
 

Debevoise & Plimpton LLP, a law firm, Of Counsel (2013 – present)

 

Cornell Law School, Adjunct Professor (2013 – present)

 

The Buchmann Faculty of Law, Tel Aviv University, Visiting Professor (2019)

 

University of California, Berkeley School of Law, Adjunct Professor (Spring 2017)

         
Richard Reiss, Jr. (1944)
Director
(February 2004)
  Class III
Continuing Director
2023
 

Georgica Advisors LLC, an investment manager, Chairman (1997 – present)

 

Osprey Technology Acquisition Corp., a special purpose acquisition company, Director (2019 – present)

 

Resource America, Inc., a real estate asset management company, Director (2016 – 2018)

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Name (Year of Birth)
Position(s) with the Fund
Address1 (Since)
  Class
Term Expires2
  Principal Occupation(s) and Other
Public Company Directorships
Held During the Past Five Years3
Interested Directors4        
         
Ashish Bhutani (1960)
Director
(July 2005)
  Class III
Continuing Director
2023
 

LAM, Chief Executive Officer (2004 – present)

 

Lazard Ltd, Vice Chairman and Director (2010 – present)

         

Nathan A. Paul (1973)
Director
(February 2017)

 

Chief Executive Officer
and President (February 2017;
previously, Vice President
and Secretary (since 2002))

  Class I
Nominee
2024
 

LAM, Chief Business Officer (April 2017 – present) and Managing Director (2003 – present)

 

LAM, General Counsel (2002 – April 2017)

 

 
   
1 The address of each Director of the Fund is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112.
   
2 For the Nominees, the term stated assumes election by stockholders at this Annual Meeting.
   
3 Each Director also serves as a Director of The Lazard Funds, Inc. and Lazard Retirement Series, Inc., open-end registered management investment companies (collectively with the Fund, the “Lazard Fund Complex,” currently comprised of 35 active investment portfolios). Mr. Paul also serves as Chief Executive Officer and President for the other funds in the Lazard Fund Complex as well as a director of certain foreign affiliates of LAM and private funds advised by LAM or its affiliates. Mr. Bhutani also serves as a director of certain foreign affiliates of LAM and funds advised by LAM or its affiliates.
   
4 Messrs. Bhutani and Paul are “interested persons” (as defined in the 1940 Act) of the Fund (“Interested Directors”) because of their positions with LAM.

 

Additional information about each Director follows (supplementing the information provided in the chart above), which describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board believes have prepared them to be effective Directors. The Board believes that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the Board’s Nominating Committee contains certain other factors considered by the Committee in identifying potential Director nominees. To assist them in evaluating matters under federal and state

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law, the Independent Directors are counseled by their independent legal counsel, who participates in Board meetings and interacts with LAM; Fund and independent legal counsel to the Independent Directors has significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

 

  Ashish Bhutani is the Chief Executive Officer of LAM, where from June 2003 to March 2004 he served as Head of New Products and Strategic Planning. Mr. Bhutani also serves as a Vice Chairman of Lazard Ltd and is a member of its Board of Directors. Prior to joining LAM in 2003, he was Co-Chief Executive Officer North America of Dresdner Kleinwort Wasserstein from 2001 through 2002, and was a member of its Global Corporate and Markets Board and its Global Executive Committee. Prior to that, Mr. Bhutani was with Wasserstein Perella Group (the predecessor firm) from 1989 to 2001, where he was Deputy Chairman of Wasserstein Perella Group and Chief Executive Officer of Wasserstein Perella Securities. Mr. Bhutani began his career at Salomon Brothers in 1985 as a Vice President in the fixed income group.
     
  Franci J. Blassberg is a Retired Partner and Of Counsel to the law firm of Debevoise & Plimpton LLP, focusing her legal practice on mergers and acquisitions, private equity and corporate governance. Ms. Blassberg currently teaches at Cornell Law School and taught at the Buchmann Faculty of Law, Tel Aviv University in 2019. Prior to 2013, Ms. Blassberg was a Partner and previously was Co-Chair of the Private Equity Group at Debevoise. Ms. Blassberg also serves on the boards of several prominent non-profit organizations. She received a BA with distinction from Cornell University and a JD from Cornell Law School.
     
  Kenneth S. Davidson is President of Davidson Capital Management Corporation. Previously, he was associated with Aquiline Holdings LLC (from 2006 to 2012), a New York-based global investment firm, where he was a founding member, and was a Senior Advisor at Landseer Advisors LLC from 2012 to 2014. From 1977 through 1995, Mr. Davidson was the founder and Managing Partner of Davidson Weil Associates, and was previously a Vice President and Senior Portfolio Manager at Oppenheimer Capital Corporation. He also serves on (or has served on) the boards of several prominent non-profit organizations. Mr. Davidson is a graduate of Colgate University.
     
  Nancy A. Eckl has over 30 years of experience in the mutual fund/investment management field in a wide range of capacities, including investment manager selection/oversight, accounting, compliance, operations and board membership. From 1990 to 2006, Ms. Eckl was Vice President of American Beacon Advisors, Inc., an investment management firm, and of the American Beacon Funds (open-end mutual funds). Ms. Eckl also served as Vice President of certain other funds advised by American Beacon Advisors. Ms. Eckl graduated from the University of Notre Dame and is a Certified Public Accountant in the State of Texas.
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  Trevor W. Morrison is currently the Dean and Eric M. and Laurie B. Roth Professor of Law at New York University School of Law. He was previously the Liviu Librescu Professor of Law at Columbia Law School, where he was also faculty co-director of the Center for Constitutional Governance and faculty co-chair of the Hertog Program on Law and National Security. He spent 2009 in the White House, where he served as associate counsel to President Barack Obama. Mr. Morrison has served as a member of the US State Department Advisory Committee on International Law since 2010 and as a Trustee of the New York University School of Law Foundation since 2013. Mr. Morrison received a BA (hons.) in history from the University of British Columbia in 1994 and a JD from Columbia Law School in 1998.
     
  Nathan A. Paul is currently the Chief Business Officer and a Managing Director of LAM. Mr. Paul joined LAM in 2000 and served as General Counsel from 2002 to April 2017, after which he became Chief Business Officer. Previously, he was an associate at the law firm of Schulte Roth & Zabel LLP. Mr. Paul also serves on the boards of several non-profit organizations. Mr. Paul received a BA from Yeshiva University and a JD from Benjamin N. Cardozo School of Law.
     
  Richard Reiss, Jr. is the founder and Chairman of Georgica Advisors LLC and its affiliated entities, Reiss Capital Management and Value Insight Partners. Previously, Mr. Reiss was Managing Partner of Cumberland Associates and its three investment funds and a Senior Vice President and Director of Research at Shearson Hayden Stone. Mr. Reiss has served on the boards of a number of companies and non-profit organizations. He received an AB, cum laude, from Dartmouth College and a JD from New York University School of Law.
     
  Robert M. Solmson is the Co-Managing Partner and Managing Director of Fairwood Capital, LLC, a private investment corporation engaged primarily in real estate and hotel investments. Previously, Mr. Solmson was the former Chairman and Chief Executive Officer of RFS Hotel Investors, a real estate investment trust which he formed in 1993. He also served as its President. Mr. Solmson has served on the boards of a number of corporations and non-profit organizations. He graduated from Washington and Lee University.
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Set forth below are the names and certain biographical and other information for the Fund’s officers (in addition to Mr. Paul), as reported by them to the Fund.

 

Name (Year of Birth)
Address1
  Position(s) held with the
Fund and Term2 (Since)
  Principal Occupation(s)
During the Past Five Years
         
Christopher Snively (1984)   Chief Financial Officer (March 2016) and Treasurer (September 2019)   Director (since February 2021, previously Senior Vice President of LAM
         
Mark R. Anderson (1970)   Vice President and Secretary (February 2017)   Managing Director (since February 2017; previously Director), General Counsel (since April 2017) and Chief Compliance Officer of LAM
         
Nargis Hilal (1984)   Chief Compliance Officer (July 2020)  

Director (since February 2021; previously Senior Vice President (since August 2017)) and Deputy Chief Compliance Officer and Counsel of LAM (since August 2017)

 

Chief Compliance Officer of Lazard Asset Management Securities LLC (since February 2019)

 

Chief Compliance Officer (2016 – August 2017) and Deputy Chief Compliance Officer (2015 – March 2016) of KLS Diversified Asset Management LP

         
Shari L. Soloway (1981)   Assistant Secretary (November 2015)   Director, Head of Legal, North America (since January 2019; previously Senior Vice President, Legal and Compliance) of LAM
         
Jessica A. Falzone (1989)   Assistant Secretary (January 2019)  

Vice President, Legal and Compliance, of LAM (since March 2018)

 

Associate at Schulte Roth & Zabel LLP (October 2014 – March 2018)

         
Cesar A. Trelles (1975)   Assistant Treasurer (December 2004)   Vice President of LAM
         
Christina Kennedy (1990)   Assistant Treasurer (May 2020)  

Vice President of LAM (since July 2019) Senior Fund Accountant, Gates Capital Management Inc. (July 2016 – July 2019)

 

Assurance Senior Associate at PricewaterhouseCoopers (August 2013 – July 2016)

 

 

 

1 The address of each officer of the Fund is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112.
   
2 Each officer serves until his or her successor is elected and qualifies or until his or her earlier resignation or removal. Each officer serves in the same capacity for the other funds in the Lazard Fund Complex.
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Beneficial Ownership of Shares of the Fund and the Lazard Fund Complex

 

Set forth in the chart below is the dollar range of Common Stock of the Fund and the aggregate dollar range of shares of the Lazard Fund Complex beneficially owned by each Director as of December 31, 2020 (and valued as of that date).

 

Director   Dollar Range of
Common Stock of the Fund
  Aggregate Dollar Range
of Shares of the
Lazard Fund Complex
Franci J. Blassberg   None   $10,001-$50,000
Kenneth S. Davidson   None   $10,001-$50,000
Nancy A. Eckl   None   $50,001-$100,000
Trevor W. Morrison   None   $10,001-$50,000
Richard Reiss, Jr.   None   $50,001-$100,000
Robert M. Solmson   None   $10,001-$50,000
Ashish Bhutani   Over $100,000   Over $100,000
Nathan A. Paul   None   Over $100,000

 

As of December 31, 2020, Directors and officers of the Fund, as a group, owned less than 1% of the Fund’s outstanding Common Stock.

 

Board’s Oversight Role; Board Composition and Structure

 

The Board’s role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily LAM and its affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of their oversight, the Board, or its committees or delegates, interacts with and receive reports from senior personnel of service providers, including senior investment personnel of LAM, the Fund’s and LAM’s Chief Compliance Officer and portfolio management personnel with responsibility for management of the Fund. The Board’s Audit Committee (which consists of all of the Independent Directors) meets during its scheduled meetings with, and between meetings have access to, the Fund’s independent registered public accounting firm and the Fund’s Chief Financial Officer and Treasurer. The Board also receives periodic presentations from senior personnel of LAM or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as trading and brokerage allocation and execution, portfolio management and internal audit. The Board also receives reports from counsel regarding regulatory compliance and governance matters. The Board has adopted policies and procedures designed to address certain risks to the Fund. In addition, LAM and other service providers to the Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. However, it is not possible to eliminate all of the risks applicable to the Fund. The Board’s oversight role does not make the Board a guarantor of the Fund’s investments or activities.

 

The 1940 Act requires that at least 40% of the Fund’s Directors be Independent Directors and as such are not affiliated with LAM. To rely on certain exemptive rules under

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the 1940 Act, a majority of the Fund’s Directors must be Independent Directors, and, for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, 75% of the Fund’s Directors are Independent Directors. The Board does not have a Chairman, but the Independent Directors have designated a lead Independent Director who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas and facilitates communication among the Independent Directors, their counsel and management. The Board has determined that its leadership structure, in which the Independent Directors have designated a lead Independent Director to function as described above, is appropriate in light of the specific characteristics and circumstances of the Fund, including, but not limited to: (i) services that LAM and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Fund are conducted by Fund officers and employees of LAM and its affiliates; and (iii) the Board’s oversight role in management of the Fund.

 

Board Meetings; Committees of the Board of Directors

 

During the fiscal year ended December 31, 2020, the Board met eight times. The Board of the Fund has two committees, the Audit Committee and the Nominating Committee. The Fund does not have a standing Compensation Committee for the Board. During the fiscal year ended December 31, 2020, each Director attended at least 75% of the aggregate of all of the meetings of the Board and committees of the Fund on which he or she served. The Fund does not have a formal policy regarding Directors’ attendance at annual meetings of stockholders. Directors did not attend last year’s annual meeting of stockholders of the Fund. At least one Director will be available to participate in the Annual Meeting at the request of stockholders.

 

The function of the Audit Committee is to (1) oversee the accounting and financial reporting processes of the Fund and the audits of the Fund’s financial statements, and (2) assist Board oversight of (i) the integrity of the Fund’s financial statements, (ii) the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits, and (iii) the qualifications, independence and performance of the Fund’s independent registered public accounting firm (the “independent auditors”), and (3) prepare an Audit Committee report as required by the Securities and Exchange Commission (the “SEC”) to be included in proxy statements. The Audit Committee of the Fund currently is comprised of all of the Independent Directors. The Audit Committee members of the Fund are also “independent” under the listing standards of the New York Stock Exchange. The Audit Committee met five times during the fiscal year ended December 31, 2020. The Audit Committee Charter for the Fund is available at https://www.lazardassetmanagement.com/docs/-sp1-/49626/AuditCommitteeCharter.pdf.

 

The Board’s Nominating Committee is currently comprised of all of the Independent Directors, and its function is to select and nominate candidates for election to the Fund’s Board. The Nominating Committee met once during the fiscal year ended December 31, 2020.

 

In evaluating potential nominees, including any nominees recommended by stockholders as discussed below, the Nominating Committee takes into consideration the factors listed

10

in the Nominating Committee Charter, including character and integrity and the considerations discussed above under “Information About the Nominees and Continuing Directors.” Although the Nominating Committee does not have a formal policy with regard to consideration of diversity in identifying potential nominees, the Committee may consider whether a potential nominee’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. The Nominating Committee will consider recommendations for nominees from stockholders sent to the Secretary of the Fund, 30 Rockefeller Plaza, New York, New York 10112. Nominations for consideration by the Nominating Committee may be submitted only by a stockholder or group of stockholders of the Fund (referred to in either case as a “Nominating Stockholder”) that, individually or as a group, has beneficially owned the lesser of (a) 1% of the Fund’s outstanding shares or (b) $500,000 of the Fund’s shares (calculated at market value) for at least one year prior to the date the Nominating Stockholder submits a candidate for nomination, and not more than one Director nomination may be submitted by a Nominating Stockholder each calendar year. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Nominating Committee. A nomination submission made to the Nominating Committee must be received not less than 120 calendar days before the date of the Fund’s proxy statement released to stockholders in connection with the previous year’s annual meeting. The Nominating Committee Charter is attached hereto as Appendix A.

 

Remuneration of Directors and Officers

 

The aggregate amount of compensation paid to each Director for the year ended December 31, 2020 was as follows:

 

Director   Aggregate Compensation
from the Fund
  Aggregate Compensation from
the Lazard Fund Complex
Franci J. Blassberg   $2,306   $237,000
Kenneth S. Davidson   $2,306   $237,000
Nancy A. Eckl*   $2,534   $260,000
Trevor W. Morrison   $2,306   $237,000
Richard Reiss, Jr.**   $2,634   $270,000
Robert M. Solmson   $2,306   $237,000
Ashish Bhutani***   None   None
Nathan A. Paul***   None   None

 

 

 

* Audit Committee Chair.
** Lead Independent Director.
*** Interested Director.
11

Share Ownership and Certain Beneficial Owners

 

To the Fund’s knowledge, no person owned beneficially 5% or more of the outstanding shares of Common Stock of the Fund as of the Record Date, except that the following information with respect to beneficial ownership of more than 5% of the outstanding shares of Common Stock has been reported in Schedule 13G filings.

 

Title of Class   Name and Address of
Beneficial Owner
  Number of Shares   Percent of Class
Common Stock   First Trust Portfolios L.P.*   1,307,965 shares   10.05%
    First Trust Advisors L.P.*        
    The Charger Corporation*        
    120 East Liberty Drive,        
    Suite 400        
    Wheaton, Illinois 60187        

 

 

 

* First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation, on behalf of their advisory clients, filed on February 10, 2021 a combined beneficial ownership report on Schedule 13G/A as of January 31, 2021.

 

A stockholder who beneficially owns, directly or indirectly, more than 25% of the Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund. As of February 24, 2021, no stockholder was deemed a “control person” of the Fund.

 

As of the Record Date, Cede & Co. held approximately 99.9% of the outstanding shares of the Common Stock of the Fund. (Cede & Co. is the nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.) As of the Record Date, LAM did not beneficially own any shares of Common Stock of the Fund.

 

Delinquent Section 16(a) Reports. To the best of the Fund’s knowledge, all of its Directors, officers and any other persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), with respect to the Fund (“reporting persons”), complied with all filing requirements under Section 16(a) of the 1934 Act for the Fund’s fiscal year ended December 31, 2020. For the fiscal year ended December 31, 2019, due to an administrative oversight, Form 4s for the Fund were not filed for James Donald, Andrew Lacey and Ganesh Ramachandran. Such Form 4 filings, which have since been made, reported the acquisition by such reporting persons of shares of the Fund’s Common Stock resulting from the conversion of shares of common stock of Lazard World Dividend & Income Fund, Inc. (“LOR”) beneficially owned by such reporting persons into shares of the Fund’s Common Stock in the merger of LOR with and into the Fund, which was consummated as of the close of business on December 3, 2019. In making this disclosure, the Fund has relied solely on representations of employees of LAM and, for other potential reporting persons, filings with the SEC for the Fund’s fiscal year ended December 31, 2020.

12

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING ALL OF
THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE
STOCKHOLDERS VOTE “FOR” EACH NOMINEE FOR DIRECTOR.

 

Selection of Independent Registered Public Accounting Firm

 

The 1940 Act requires that the Fund’s independent auditors be selected by a majority of the Independent Directors of the Fund. One of the purposes of the Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination of the independent auditors for the Fund. At a meeting held on March 9, 2021, the Fund’s Audit Committee recommended and the Fund’s Board, including a majority of the Independent Directors, approved the selection of Deloitte & Touche LLP (“Deloitte”) as the Fund’s independent auditors for the fiscal year ending December 31, 2021. Deloitte also served as the Fund’s independent auditors for the Fund’s fiscal year ended December 31, 2020. A representative of Deloitte will be available to join the Annual Meeting and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions.

 

At a meeting held on February 17, 2021, the Fund’s Audit Committee reviewed the Fund’s audited financial statements for the fiscal year ended December 31, 2020, the Fund’s Audit Committee recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to stockholders. A copy of the Audit Committee’s report for the Fund is attached as Appendix B to this Proxy Statement.

 

Audit Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte for the audit of the Fund’s annual financial statements, or services that are normally provided by Deloitte in connection with the statutory and regulatory filings or engagements, were $39,000 in 2019 and $32,078 in 2020 (plus expenses in each case).

 

Audit-Related Fees. There were no fees billed in each of the last two fiscal years by Deloitte to the Fund for assurance and related services that are reasonably related to the performance of the audits of either Fund’s financial statements, which are not reported above.

 

The aggregate fees billed for each of the Fund’s last two fiscal years for non-audit assurance and related services provided by Deloitte to LAM and any entity controlling, controlled by or under common control with LAM that provides ongoing services to the Fund (“Service Affiliates”) that were reasonably related to the performance of the annual audit of the Service Affiliate which required pre-approval by the Audit Committee were $267,330 in each of 2019 and 2020.

 

Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Deloitte for tax compliance, tax advice and tax planning (“Tax Services”) were $7,370 in 2019 and $19,304 in 2020. These Tax Services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

13

There were no fees billed for the last two fiscal years for Tax Services provided by Deloitte to Service Affiliates which required pre-approval by the Audit Committee.

 

All Other Fees. There were no fees billed to the Fund in each of the last two fiscal years for products and services provided by Deloitte, other than the services reported above.

 

There also were no fees billed for the Fund’s last two fiscal years for products and services provided by Deloitte, other than the services reported above, which required pre-approval by the Audit Committee.

 

Non-Audit Fees. The aggregate non-audit fees billed by Deloitte for services rendered to the Fund and rendered to Service Affiliates were $1,128,439 in 2019 and $964,547 in 2020.

 

Audit Committee Pre-Approval Policies and Procedures. The Fund’s Audit Committee has established policies and procedures (the “Policy”) for pre-approval of Deloitte’s engagements for services to the Fund and Service Affiliates. The Policy states that the Fund’s Audit Committee or the Chair of the Audit Committee (pursuant to delegated authority from the Audit Committee) pre-approves Deloitte’s engagements for audit and non-audit services to the Fund and, as required, non-audit services to Service Affiliates on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining Deloitte’s independence. The Audit Committee Chair must report any pre-approval decisions he or she makes at the next scheduled Audit Committee meeting. There were no services provided by Deloitte to either the Fund or Service Affiliates that were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during the last two fiscal years.

 

The Fund’s Audit Committee has considered whether the provision of non-audit services rendered to Service Affiliates that did not require pre-approval by the Audit Committee is compatible with maintaining Deloitte’s independence.

 

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting To Be Held on April 23, 2021

 

The following materials relating to this Proxy Statement are available at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41:

 

  this Proxy Statement;
     
  the accompanying Notice of Annual Meeting;
     
  information on how to obtain directions to attend the Annual Meeting virtually;
     
  proxy cards and any other proxy materials; and
     
  the Fund’s Annual Report for the fiscal year ended December 31, 2020.
14
To reduce expenses, only one copy of this Proxy Statement and, if requested, the Annual Report and the Semi-Annual Report, will be mailed to those addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies of these documents, as applicable, you may do so at any time by writing to the address or calling the phone number set forth under “Annual Report” below. The Fund will begin sending you individual copies 30 days after receiving your request.

 

Annual Report

 

The Fund will furnish, without charge, a copy of its Annual Report for the fiscal year ended December 31, 2020 to any stockholder upon request. Requests for the Annual Report of the Fund should be made by writing to the Fund at 30 Rockefeller Plaza, New York, New York 10112 or by calling 800-823-6300.

 

Stockholder Communications

 

Stockholders who wish to communicate with Directors should send communications to the Fund, 30 Rockefeller Plaza, New York, New York 10112, to the attention of the Secretary. The Secretary is responsible for determining, in consultation with other officers of the Fund and Fund counsel, which stockholder communications will be directed to the Director or Directors indicated in the communications.

 

Additional Voting Information; Expenses of Proxy Solicitation

 

The Fund will bear the cost of soliciting proxies on behalf of the Board. Proxies may be solicited by email, mail or by telephone, and the Fund may reimburse persons holding Fund shares in their name or those of their nominees for their expenses in sending soliciting materials to their principals.

 

Authorizations to execute proxies may be obtained by telephonic transmitted instructions in accordance with procedures designed to authenticate the stockholder’s identity. In all cases where a telephonic proxy is solicited, the stockholder will be asked to provide his or her full name, address, social security number or taxpayer identification number and the number of shares owned and to confirm that the stockholder has received the Proxy Statement and proxy card(s) in the mail. Within 72 hours of receiving a stockholder’s telephonic transmitted voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been taken in accordance with the stockholder’s instructions and to provide a telephone number to call immediately if the stockholder’s instructions are not correctly reflected in the confirmation. Any stockholder giving a proxy by telephone may revoke it at any time before it is exercised by submitting a later-dated proxy.

15

Votes Required; Voting Results

 

A plurality of the votes cast at a meeting at which a Quorum is present shall be sufficient to elect Directors for the Fund.

 

The Fund will advise its stockholders of the voting results of the matters voted upon at the Annual Meeting in its next Semi-Annual Report to stockholders.

 

Stockholder Proposals

 

Any proposals of stockholders that are intended to be presented at the 2022 annual meeting of stockholders in accordance with Rule 14a-8 under the 1934 Act must be received at the Fund’s principal executive offices no later than November 18, 2021 and must comply with all other legal requirements in order to be included in the proxy statement and forms of proxy for that meeting. Under the Fund’s current Bylaws, for stockholder director nominations or other stockholder proposals to be presented at the 2022 annual meeting (but not included in the Fund’s proxy statement), a stockholder’s notice shall be delivered to the Secretary of the Fund at the Fund’s principal office no earlier than October 19, 2021 and no later than 5:00 p.m., Eastern time on November 18, 2021. All stockholder director nominations or proposals of other business must include the information required by the Fund’s Bylaws.

 

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES

 

Please advise the Fund, at (800) 823-6300 or contact.US@lazard.com, whether other persons are the beneficial owners of Fund shares of Common Stock for which proxies are being solicited from you, and, if so, the number of copies of the Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares of Common Stock.

 

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL
MEETING VIRTUALLY ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
OR OTHERWISE VOTE PROMPTLY.

 

  By Order of the Board of Directors
   
  Mark R. Anderson
  Secretary

 

March 9, 2021
New York, New York

16

APPENDIX A

 

NOMINATING COMMITTEE CHARTER AND PROCEDURES
LAZARD FUNDS1

 

Organization

 

The Nominating Committees (each, the “Committee”) of the Boards of Directors of each investment company (each, the “Fund”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and advised by Lazard Asset Management LLC shall be composed solely of Directors who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors”). The Board of Directors of the Fund (each, the “Board”) shall select the members of the Committee and shall designate the Chairperson of the Committee.

 

Responsibilities

 

The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.

 

Evaluation of Potential Nominees

 

The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:

 

  the character and integrity of the person;
     
  whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
     
  whether or not the person has any relationships that might impair his or her service on the Board;
     
  whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;
     
  whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;
     
  whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and

 

 

 

1 Lazard Global Total Return and Income Fund, Inc. is referred to herein as “LGI.”
A-1
  the educational background; business, professional training or practice (e.g., accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.

 

In addition, the Committee may consider whether a potential nominee’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations.

 

Sources for Identification of Nominees

 

In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (1) the Fund’s current Directors, (2) the Fund’s officers, (3) the Fund’s shareholders (see below) and (4) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm, at the Fund’s expense, to identify potential candidates.

 

Submission of Nominations

 

While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders. The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, 30 Rockefeller Plaza, New York, New York 10112-6300. The following procedures must be followed to submit Director nominations.

 

  1. Nominations must be submitted in writing.
     
  2. Nominations may be submitted only by a shareholder or group of shareholders (referred to in either case as a “Nominating Shareholder”) that, individually or as a group, has beneficially owned the lesser of (a) 1% of the Fund’s outstanding shares or (b) $500,000 (for LGI, at market value) of the Fund’s shares for at least one year prior to the date the Nominating Shareholder submits a candidate for nomination, and not more than one Director nomination may be submitted by a Nominating Shareholder each calendar year.
     
  3. For LGI, a nomination submission must be received at the address above not less than 120 calendar days before the date of the Fund’s proxy statement released to shareholders in connection with the previous year’s annual meeting. If an annual meeting of shareholders was not held in the previous year, the nomination submission must be received by December 31 of the year preceding the meeting.
     
  4. The nomination submission must include the following information:
     
  the Nominating Shareholder’s name as it appears on the Fund’s books and the class (if applicable) and number of shares of the Fund owned of record and beneficially by the Nominating Shareholder;
A-2
  whether the Nominating Shareholder believes that the candidate is an “interested person” (as defined in the 1940 Act) of the Fund and, if believed not to be an interested person, information regarding the candidate that will be sufficient for the Fund to make such determination;
     
  all information relating to the nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors;
     
  information sufficient to evaluate the factors listed above under “Evaluation of Potential Nominees”;
     
  a written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders; and
     
  such other information as may be reasonably requested by the Committee.

 

Nomination of Directors

 

After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.

 

Review of Charter and Procedures

 

The Committee shall review the charter and procedures from time to time, as it considers appropriate.

A-3

APPENDIX B

 

REPORT OF THE AUDIT COMMITTEE

 

The Audit Committee (the “Committee”) of the Board of Directors of the Fund oversees the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements. The Committee operates pursuant to an Audit Committee Charter (the “Charter”). As set forth in the Charter, management of the Fund is responsible for the preparation, presentation and integrity of the Fund’s financial statements; maintenance of appropriate accounting and financial reporting principles and policies; and maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

 

In the performance of its oversight function, the Committee has reviewed and discussed the December 31, 2020 audited financial statements of the Fund with management and with Deloitte & Touche LLP (“Deloitte”), the Fund’s independent registered public accounting firm. The Committee reviewed with Deloitte, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Fund’s accounting principles and such other matters as are required to be discussed with Deloitte by Statement of Auditing Standard No. 1301 (Communications with Audit Committees), as modified or supplemented, issued by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Committee received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB and the Securities and Exchange Commission (the “SEC”) regarding Deloitte’s communications with the Committee concerning independence and has discussed with Deloitte its independence.

 

The Committee reviewed with Deloitte the arrangements for and scope of the audit and, immediately prior to the completion of the audit, met with Deloitte to discuss matters related to the audits. Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to herein and in the Charter, the Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Fund’s Annual Report to Stockholders for the fiscal year ended December 31, 2020 and filed with the SEC.

 

Stockholders are reminded, however, that the members of the Committee rely on the information, opinions, reports or statements, including the financial statements and other financial data, provided to them and that the Committee’s responsibilities are necessarily limited as described in the Charter.

 

  Franci J. Blassberg, Audit Committee Member
  Kenneth S. Davidson, Audit Committee Member
  Trevor W. Morrison, Audit Committee Member
  Richard Reiss, Jr., Audit Committee Member
  Robert M. Solmson, Audit Committee Member

 

February 17, 2021

B-1

LAZARD ASSET MANAGEMENT LLC
30 ROCKEFELLER PLAZA, 56TH FLOOR
NEW YORK, NY 10112

 

 

 

To vote by Internet
1)  Read the Proxy Statement and have the proxy card below at hand.
2)  Go to website www.proxyvote.com
3)  Follow the instructions provided on the website.
   
  To vote by Telephone
1)  Read the Proxy Statement and have the proxy card below at hand.
2)  Call 1-800-690-6903
3)  Follow the instructions.
   
  To vote by Mail
1)  Read the Proxy Statement.
2)  Check the appropriate box on the proxy card below.
3)  Sign and date the proxy card.
4)  Return the proxy card in the envelope provided.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  
D32926-P50721 KEEP THIS PORTION FOR YOUR RECORDS
  DETACH AND RETURN THIS PORTION ONLY

 

                             
                     
                           
                       
                       
     
1.
 
Proposal: Election of the following Directors for Lazard Global Total Return and Income Fund, Inc.:
For
All
Withhold
All
For All
Except
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.            
                             
        Nominees: o o o                
        01)  Nathan A. Paul                    
        02)  Robert M. Solmson                    
                                
                                     
             
  2. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.        
                           
                           
                           
                           
                           
                           
           If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” each of the nominees for Director. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxyholder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.        
           
           
           
           
  Note: Please sign exactly as name or names appear(s) on this proxy. If stock is held jointly, each holder should sign. If signing as attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give full title.        
                                 
                             
                             
                             
  Signature [PLEASE SIGN WITHIN BOX] Date         Signature [Joint Owners] Date      
                             
 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

 

The materials relating to this Annual Meeting are available at

 

https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41

 

 

 

You can register to virtually attend the Annual Meeting at

 

https://www.viewproxy.com/LAZARDGLOBALTOTALRETURNANDINCOMEFUNDINC/broadridgevsm/

 

 
D32927-P50721

 

 

LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.

ANNUAL MEETING OF STOCKHOLDERS - APRIL 23, 2021

COMMON STOCK PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS

 

The undersigned holder of shares of Common Stock of Lazard Global Total Return and Income Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints Mark R. Anderson, Shari L. Soloway and Christopher Snively, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Stockholders of the Fund to be held virtually on Friday, April 23, 2021, at 3:00 p.m., Eastern Time, and any adjournment or postponement thereof, and thereat to vote all shares of Common Stock of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on April 23, 2021

 

The following materials relating to this Annual Meeting are available at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41

 

•       the Proxy Statement;

•       the Notice of Annual Meeting;

•       information on how to obtain directions to virtually attend the meeting;

•       this proxy card and any other proxy materials; and

•       the Fund’s Annual Report for the fiscal year ended December 31, 2020.

 

THIS PROXY IS SOLICITED BY THE FUND’S BOARD OF DIRECTORS AND WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR UNLESS OTHERWISE INDICATED. BY SIGNING THIS PROXY CARD, RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT IS ACKNOWLEDGED.

 

PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE PROVIDED OR VOTE ELECTRONICALLY OR BY TELEPHONE.

 

 


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