ITEM 1. REPORTS TO STOCKHOLDERS.
LAZARD ASSET MANAGEMENT
Lazard
Global Total
Return & Income
Fund, Inc.
Semi-Annual Report
J U N E 3 0 , 2 0 0 5
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Lazard Global
Total Return & Income Fund, Inc.
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Lazard Global
Total Return & Income Fund, Inc.
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Investment
Overview
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Dear Shareholders,
We are
pleased to present this semi-annual report for Lazard Global Total Return &
Income Fund, Inc. (LGI or the Fund), for the period ended June 30, 2005.
LGI is a diversified, closed-end management investment company that began
trading on the New York Stock Exchange (NYSE) on April 28, 2004. Its ticker
symbol is LGI.
We are
pleased with the returns that have been generated by LGI on its investments
over the last year, and since inception, and believe that the Fund has provided
investors with an attractive yield and diversification, backed by the extensive
experience, commitment, and professional management of Lazard Asset Management
LLC.
Portfolio Update (June 30, 2005)
For the
six-months ended June 30, 2005, the Funds performance, as measured by the Net
Asset Value per share (NAV), fell 3.4%, while the benchmark, the Morgan
Stanley Capital International (MSCI®) World® Index lost
0.7%. Although the Fund underperformed the Index in this period, LGIs
historical performance has been very strong; the one-year and since-inception
(fourteen-month period) annualized NAV returns of 12.7% and 11.5%,
respectively, compare very favorably with the Index returns of 10.1% and 8.8%
over these same periods. Shares of LGI ended the second quarter with a closing
market price of $18.50, representing a 9.1% discount to the Funds NAV. The
Funds net assets were $195.4 million as of June 30, 2005, with total leveraged
assets of $284.6 million, representing 31.3% leverage.
We believe
that LGIs investment thesis remains sound, and we are encouraged by strong
performance over the last year, and since-inception. However, NAV returns for
the year-to-date have been weaker than hoped for, as a result of poor stock
performance in the equity portfolio, as well as the strong dollar rally that
negatively affected returns on both the equity strategy and the currency and
debt strategy.
As of June
30, 2005, approximately 66.7% of the Funds total leveraged assets consisted of
global equities and approximately 33.3% consisted of emerging market currency
and debt instruments.
Declaration of Dividends
Pursuant
to LGIs level distribution policy, the Funds Board of Directors have declared
a monthly dividend distribution of $0.1042 per share on the companys
outstanding stock, since July 23, 2004. This distribution level represents an
annualized market yield of 6.8%, based on the share price of $18.50 at the
close of the NYSE trading on June 30, 2005. LGI has met all of its dividend
obligations without returning any of the Funds capital.
Additional Information
Please
note that available on www.LazardNet.com, are frequent updates on the Funds
performance, press releases, and a monthly fact sheet that provides information
about the Funds major holdings, sector weightings, regional exposures, and
other characteristics. You may also reach Lazard by phone at 1-800-828-5548.
On behalf
of Lazard Asset Management LLC, we thank you for your investment in Lazard
Global Total Return & Income Fund, Inc. and look forward to continuing to serve your investment needs
in the future.
Message from the Portfolio Manager
Global Equity Portfolio
(66.7% of total leveraged assets)
The Funds
equity portfolio is invested primarily in 35 to 45 equity securities of large,
well-known global companies with strong financial productivity and attractive
valuations. Examples include GlaxoSmith-Kline, a global, research-based
pharmaceutical company based in the United Kingdom; Home Depot, a U.S.-based
company that operates warehouse-style stores selling building materials, home
improvement supplies, and lawn and garden products; Nokia Corp., the Finnish
manufacturer of mobile telephones, enhanced communicators, entertainment and
gaming devices, and media and imaging telephones; and Total SA, the
French-based energy supplier that explores for, produces, refines, transports,
and markets oil and natural gas.
These
companies are all based in developed-market regions around the world. As of
June 30, 42.4% of the global equity portfolios stocks were based in North
America, 29.3% were from continental Europe (not
2
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Lazard Global
Total Return & Income Fund, Inc.
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Investment
Overview (continued)
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including
the U.K.), 22.5% were from the U.K., and 5.8% were from Japan. The global
equity portfolio is similarly well diversified across a number of industry
sectors. The top two sectors, by weight, at the end of June were financials
(27.7%), which includes banks, insurance companies, and financial services
companies, and information technology (15.9%), a sector that encompasses the design,
development, installation, and implementation of information systems and
applications, which includes hardware, software, IT services, and media-related
companies. Other sectors included consumer discretionary, consumer staples,
energy, health care, industrials, and telecommunications services.
Global
Equity Market Review
Global
markets were up modestly for the second quarter, after falling sharply in April
and steadily recovering to end the quarter positive, in local currency terms.
However, returns in U.S. dollars were depressed due to a strong rally in the
dollar. Small-cap stocks outperformed large-cap stocks for both the second
quarter and for the year-to-date. The euro continued to fall in June after
Dutch and French voters soundly rejected the proposed European Union
Constitution, calling into question the sustainability of European integration.
Falling bond yields in June helped stocks, outweighing concerns that record oil
prices would slow economic growth and hurt corporate earnings. Ten-year government
bond yields hit record lows in Germany, Sweden, and Switzerland, amid worries
that the global economys expansion may slow. Also in June, the Bank of England
voted to hold the benchmark interest rate at 4.75%, underscoring increased
anxiety about signs of faltering growth in the U.K. economy. In Japan, the
government unexpectedly cut its estimate for first quarter economic growth due
to sluggish export demand from overseas. From a sector perspective, defensive
stocks were among the best performers for the quarter, as health care stocks
outperformed, and utility stocks rose as investors sought yield. Energy stocks
also did well with the price of oil rising to over $60 a barrel. Materials,
industrials, and consumer discretionary stocks underperformed, reflecting
concern that slower global economic growth may curtail demand. European markets
were the best performers regionally, amid optimism that companies dependent on
U.S. sales would benefit from the dollars advance. Although Japanese stocks
moved lower, other Asia-Pacific markets performed well.
What
Helped and What Hurt LGI
During the
period, the Funds global equity portfolio benefited from an underweight
position and from stock selection in consumer discretionary stocks. U.S. retail
holding, Home Depot, outperformed after previous weakness, which had resulted
from concerns over higher interest rates and their impact on the housing
market. Stock selection in health care detracted from performance as German
pharmaceuticals company, Schering AG, declined based on disappointing news
regarding the effectiveness of its experimental cancer medicine. Stock
selection in financials also detracted from performance as Japanese financial
services company, Nomura, declined in the face of intensifying competitive
pressures. However, the company is aggressively buying back stock and its
valuation is at the low end of its historical range.
Emerging Market Currency and Debt Portfolio
(33.3% of total leveraged assets)
The Fund
also seeks enhanced income through investments in short duration1 (typically,
below one year) emerging market forward currency contracts and local currency
debt instruments. As of June 30, this portfolio consisted of primarily forward
currency contracts (92.1%) with a smaller allocation to sovereign debt
obligations (7.9%). The average duration of the emerging market currency and
debt portfolio was approximately 2.9 months as of June 30, with an average
credit rating2 of A+.
As of June
30, the Funds emerging market currency and debt holdings were highly
diversified across 27 countries within Eastern Europe (28.6%), Asia (29.7%),
Latin America (11.9%), the Middle East (11.0%), Africa (7.9%), and the
Commonwealth of Independent States and the Baltic countries (10.7%).
Emerging
Market Currency and Debt Market Review
This year,
the markets attention seems to have shifted from structural global imbalances,
which portend a continued U.S. dollar decline versus emerging market
currencies, to the near-term prospects of higher U.S. interest rates and a relatively
better growth outlook, both of which are supportive of the U.S. dollar. As of
June 30, the U.S. dollar had surged versus both the euro and the yen, by 10.7%
and 7.5%, respectively.
3
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Lazard Global
Total Return & Income Fund, Inc.
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Investment Overview (continued)
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Eastern
European currencies were pressured by a wave of risk aversion, surrounding the
Dutch and French no votes on the European Union Constitution. Following the
vote, the markets concern regarding European integration and the burgeoning
status of the euro as a U.S. dollar-alternative reserve currency, was apparent
in the single currencys continued decline. In Russia, the central bank has
stepped in to limit ruble appreciation by absorbing surplus U.S. dollars into
foreign-exchange reserves.
Inflation
is rising marginally, yet remains subdued in most of the Funds emerging market
currency and debt portfolios 49-country opportunity set. Moderating global
growth is the more pressing concern, particularly among emerging Asian policymakers,
along with the threat of slowing demand for regional exports, while rising oil
price pressures a higher import bill. Year-to-date, growth risks are
overwhelming inflationary concerns, so domestic yields in Asia remain at record
low levels, and officials are biased toward maintaining cheap currencies.
At the end
of the period, the Funds emerging market currency and debt portfolio had a
healthy yield cushion of 7.3% and we believe the portfolio is well positioned
to benefit from a fundamentally weakening U.S.-dollar environment.
What
Helped and What Hurt LGI
Brazil, Turkey, and Egypt posted
noteworthy positive contributions to the Funds emerging market currency and
debt portfolio performance during the second quarter. The Brazilian and Turkish
positions returned 17% and 7%, respectively (in U.S. dollars). Investment
selection in Turkey added significant value, further augmenting impressive 5.5%
money-market gains.
In Egypt,
attractive local 9% yields and sizeable U.S. dollar inflows (Suez canal revenues,
tourism season, Gulf remittances) have pressured the pound modestly stronger.
The National Bank of Egypt has actively accumulated foreign exchange reserves
year-to-date, rapidly approaching its $20 billion near-term goal. Hence, more
pronounced pound gains are anticipated as the central banks interventionist
efforts retreat ahead of the September election. The Egyptian pounds low
correlation to the rest of the portfolio and low foreign exchange volatility
make this, in our view, an attractive investment opportunity.
The second
quarter presented a challenging environment for most emerging market currencies
across the globe. While less than half of the portfolios positions contributed
positively, the portfolio avoided the largest losersa falling South African
rand and the Hungarian forints declineand it mitigated the impact of a
negative Czech Republic return by significantly reducing the koruna exposure.
Negative
returns were posted by core positions in the money markets of Slovakia, Poland,
Romania, and Russia. Across Asia, regionally loose monetary policies (i.e.,
record low yields and strong money supply growth rates) aggravated currency
declines. Positions in the South Korean won, Philippine peso, and Indonesian
rupiah detracted from returns. In the Middle East, the Israeli shekel exposure
was trimmed modestly but the remaining position detracted from performance. In
Latin America, the portfolios cautious 1% exposure to the Mexican pesos
stellar 5.5% return limited upside. Larger weightings in the Colombian and
Argentine pesos would have helped too, as they posted modestly positive
returns.
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Lazard Global
Total Return & Income Fund, Inc.
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Investment
Overview (continued)
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1
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A measure of the average cash weighted term-to-maturity of
the investment holdings. Duration is a measure of the price sensitivity of a
bond to interest rate movements. Duration for a forward currency contract is
equal to its term-to-maturity.
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2
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Source: S&P, Moodys and Fitch. Ratings for the
forward currency contracts represent the counterparty credit rating. Ratings
for the bonds represent the bond issuer rate.
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All returns are for the period ended
June 30, 2005 and reflect reinvestment of all dividends and distributions, if
any. Past performance is not indicative, nor a guarantee, of future results.
The performance data of the index and
other market data have been prepared from sources and data that the Investment
Manager believes to be reliable, but no representation is made as to their
accuracy. The index is unmanaged, has no fees or costs and is not available for
investment.
The views of the Funds management
and the portfolio holdings described in this report are as of June 30, 2005;
these views and portfolio holdings may have changed subsequent to this date.
Nothing herein should be construed as a recommendation to buy, sell, or hold a
particular investment. There is no assurance that the portfolio holdings
discussed herein will remain in the Fund at the time you receive this report,
or that portfolio holdings sold will have not been repurchased. The specific
portfolio holdings may in aggregate represent only a small percentage of the
Funds holdings. It should not be assumed that investments identified and
discussed were, or will be, profitable, or that the investment decisions we
make in the future will be profitable, or equal the performance of the
investments discussed herein.
The views and opinions expressed are provided for
general information only, and do not constitute specific tax, legal, or investment
advice to, or recommendations for, any person. There can be no guarantee as to
the accuracy of the outlooks for markets, sectors and securities as discussed
herein. You should read the Funds prospectus for a more detailed discussion of
the Funds investment objective, strategies, risks and fees.
5
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Lazard Global Total Return & Income Fund, Inc.
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Investment Overview (continued)
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Comparison of Changes in Value of $10,000
Investment in
LGI and MSCI World Index* (unaudited)
Total Return Information* (unaudited)
For the period ended June 30, 2005
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One
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Since
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Year
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Inception**
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Market Price
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15.72
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%
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(0.90
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)%
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Net Asset Value
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12.70
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11.45
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MSCI World Index
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10.05
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8.76
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*
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All returns reflect reinvestment of all dividends and
distributions, if any. Past performance is not indicative, nor a guarantee,
of future results; the investment return, market price and net asset value of
the Fund will fluctuate, so that an investors shares in the Fund, when sold,
may be worth more or less than their original cost. The returns do not
reflect the deduction of taxes that a stockholder would pay on the Funds
distributions or on the sale of Fund shares.
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The performance data of the index has been prepared
from sources and data that the Investment Manager believes to be reliable,
but no representation is made as to its accuracy. The index is unmanaged, has
no fees or costs and is not available for investment. The MSCI World Index
represents market value-weighted average returns of selected securities listed
on the stock exchanges of Europe, Australasia and Far East, New Zealand,
Canada, and the United States.
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**
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The Funds inception date was April 28, 2004.
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6
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Lazard
Global Total Return & Income Fund, Inc.
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Investment Overview (concluded)
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Ten Largest Equity Holdings
June 30, 2005 (unaudited)
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Percentage of
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Security
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Value
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Net Assets
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GlaxoSmithKline
PLC ADR
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$
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8,353,422
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4.27
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%
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Exxon Mobil
Corp.
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7,367,654
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3.77
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Microsoft
Corp.
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6,970,104
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3.57
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Total SA
Sponsored ADR
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6,788,985
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3.47
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Johnson
& Johnson
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6,779,500
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3.47
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Nokia Oyj
Sponsored ADR
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6,522,880
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3.34
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General
Electric Co.
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6,410,250
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3.28
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Bank of
America Corp.
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6,303,302
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3.23
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Oracle Corp.
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6,296,400
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3.22
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HSBC
Holdings PLC Sponsored ADR
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6,077,295
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3.11
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Portfolio
Holdings Presented by Sector
June 30, 2005 (unaudited)
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Percentage of
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Sector
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Total
Investments
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Commercial
Services
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1.4
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%
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Consumer
Discretionary
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3.3
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Consumer
Staples
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11.9
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Energy
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9.3
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Emerging
Markets Debt Obligations
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3.1
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Financials
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21.8
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Health Care
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10.3
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Producer
Manufacturing
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5.9
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Technology
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12.5
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Telecommunications
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2.1
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Short-Term
Investments
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18.4
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Total
Investments
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100.0
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%
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7
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Description
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Shares
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Value
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Common Stocks99.2%
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Finland3.3%
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Nokia Oyj Sponsored ADR (c)
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392,000
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$
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6,522,880
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France6.5%
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Societe Generale Sponsored ADR
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101,300
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2,062,468
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Total SA Sponsored ADR (d)
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58,100
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6,788,985
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Vivendi Universal SA Sponsored ADR
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124,800
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3,909,984
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Total France
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12,761,437
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Germany3.7%
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Schering AG ADR (d)
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56,800
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3,503,992
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Siemens AG Sponsored ADR (d)
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50,600
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3,676,090
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Total Germany
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7,180,082
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Italy2.3%
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Eni SpA Sponsored ADR (d)
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35,700
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4,576,740
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Japan5.7%
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Canon, Inc. Sponsored ADR
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69,000
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3,631,470
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Kao Corp. Sponsored ADR (d)
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15,400
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3,630,396
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Nomura Holdings, Inc. ADR (d)
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332,600
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3,974,570
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Total Japan
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11,236,436
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Netherlands2.6%
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Heineken NV ADR (c), (d)
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163,750
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5,059,875
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Switzerland10.7%
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Credit Suisse Group Sponsored ADR (c),
(d)
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150,200
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5,878,828
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Nestle SA Sponsored ADR (d)
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57,400
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3,669,582
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Novartis AG ADR (c), (d)
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82,800
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3,928,032
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Swiss Re Sponsored ADR (d)
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55,200
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|
3,390,936
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UBS AG (c)
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51,000
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|
3,970,350
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Total Switzerland
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20,837,728
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United Kingdom22.3%
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|
Barclays PLC Sponsored ADR (d)
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135,300
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|
|
5,403,882
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|
BP PLC Sponsored ADR
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|
|
69,600
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|
|
4,341,648
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|
Cadbury Schweppes PLC Sponsored ADR (c),
(d)
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|
|
112,700
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|
|
4,319,791
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Diageo PLC Sponsored ADR (d)
|
|
|
101,100
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|
|
5,995,230
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GlaxoSmithKline PLC ADR (c), (d)
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|
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172,200
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|
|
8,353,422
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HSBC Holdings PLC Sponsored ADR (c),
(d)
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|
|
76,300
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|
|
6,077,295
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Unilever PLC Sponsored ADR (d)
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|
|
95,500
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|
|
3,710,175
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Vodafone Group PLC Sponsored ADR
|
|
|
219,100
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|
|
5,328,512
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|
|
|
|
|
|
|
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Total United Kingdom
|
|
|
|
|
|
43,529,955
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United States42.1%
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|
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|
Bank of America Corp. (c)
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138,200
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|
6,303,302
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Cisco Systems, Inc. (a), (c)
|
|
|
220,400
|
|
|
4,211,844
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Citigroup, Inc. (c)
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|
|
116,000
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|
|
5,362,680
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|
Exxon Mobil Corp. (c)
|
|
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128,200
|
|
|
7,367,654
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|
First Data Corp.
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|
|
84,300
|
|
|
3,383,802
|
|
General Electric Co.
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|
|
185,000
|
|
|
6,410,250
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|
Golden West Financial Corp. (d)
|
|
|
31,200
|
|
|
2,008,656
|
|
International Business Machines Corp.
(c)
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|
|
42,600
|
|
|
3,160,920
|
|
Johnson & Johnson (c)
|
|
|
104,300
|
|
|
6,779,500
|
|
JPMorgan Chase & Co.
|
|
|
148,896
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|
|
5,259,007
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|
Microsoft Corp. (c)
|
|
|
280,600
|
|
|
6,970,104
|
|
Oracle Corp. (a)
|
|
|
477,000
|
|
|
6,296,400
|
|
Pfizer, Inc.
|
|
|
103,500
|
|
|
2,854,530
|
|
The Coca-Cola Co.
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|
|
74,200
|
|
|
3,097,850
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|
The Home Depot, Inc. (c)
|
|
|
107,600
|
|
|
4,185,640
|
|
United Technologies Corp.
|
|
|
88,000
|
|
|
4,518,800
|
|
Wells Fargo & Co.
|
|
|
67,000
|
|
|
4,125,860
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
|
|
|
82,296,799
|
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
|
|
|
|
|
|
(Identified cost $184,853,495)
|
|
|
|
|
|
194,001,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
Amount
|
|
|
|
|
Description
|
|
(000)
(e)
|
|
Value
|
|
|
|
|
|
|
|
Foreign Government Obligations3.9%
|
|
|
|
|
|
|
|
Egypt0.8%
|
|
|
|
|
|
|
|
Egypt Treasury Bills:
|
|
|
|
|
|
|
|
0.00%, 08/02/05 (f)
|
|
|
2,800
|
|
|
479,178
|
|
0.00%, 09/06/05 (f)
|
|
|
2,050
|
|
|
348,066
|
|
0.00%, 11/01/05 (f)
|
|
|
4,000
|
|
|
669,763
|
|
|
|
|
|
|
|
|
|
Total Egypt
|
|
|
|
|
|
1,497,007
|
|
|
|
|
|
|
|
|
|
Turkey3.1%
|
|
|
|
|
|
|
|
Turkey Government Bonds:
|
|
|
|
|
|
|
|
0.00%, 05/24/06 (f)
|
|
|
6,871
|
|
|
4,484,028
|
|
0.00%, 08/09/06 (f)
|
|
|
1,709
|
|
|
1,079,620
|
|
0.00%, 11/08/06 (f)
|
|
|
897
|
|
|
547,187
|
|
|
|
|
|
|
|
|
|
Total Turkey
|
|
|
|
|
|
6,110,835
|
|
|
|
|
|
|
|
|
|
Total Foreign Government Obligations
|
|
|
|
|
|
|
|
(Identified cost $7,586,845)
|
|
|
|
|
|
7,607,842
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements.
8
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Portfolio
of Investments (continued)
|
June 30,
2005 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
Amount
|
|
|
|
|
Description
|
|
(000)
|
|
Value
|
|
|
|
|
|
|
|
Short-Term Investments23.3%
|
|
|
|
|
|
|
|
Repurchase Agreement0.1%
|
|
|
|
|
|
|
|
State Street Bank and Trust Co., 2.60%,
07/01/05 (Dated 06/30/05, collateralized by $225,000 United States Treasury
Note, 4.00%, 11/15/12, with a value of $228,656) Proceeds of $224,016 (c)
|
|
$
|
224
|
|
$
|
224,000
|
|
|
|
|
|
|
|
|
|
Collateral for Securities on Loan23.2%
|
|
|
|
|
|
|
|
State Street Navigator Securities Lending
Prime Portfolio, 3.27% (g), (h)
|
|
|
45,249
|
|
|
45,249,363
|
|
|
|
|
|
|
|
|
|
Total Short-Term Investments
|
|
|
|
|
|
|
|
(Identified cost $45,473,363)
|
|
|
|
|
|
45,473,363
|
|
|
|
|
|
|
|
|
|
Total Investments126.4%
|
|
|
|
|
|
|
|
(Identified cost $237,913,703) (b)
|
|
|
|
|
|
247,083,137
|
|
Liabilities in Excess of Cash and Other Assets(26.4)%
|
|
|
|
|
|
(51,646,046
|
)
|
|
|
|
|
|
|
|
|
Net Assets100.0%
|
|
|
|
|
$
|
195,437,091
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements.
9
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Portfolio
of Investments (continued)
|
June 30, 2005
(unaudited)
|
|
Forward Currency Contracts open at June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. $ Cost |
|
U.S. $ |
|
|
|
|
|
|
|
Forward Currency |
|
|
Expiration |
|
|
Foreign |
|
on
Origination |
|
Current |
|
Unrealized |
|
Unrealized |
|
Purchase Contracts |
|
|
Date |
|
|
Currency |
|
Date |
|
Value |
|
Appreciation |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARS
|
|
|
07/26/05
|
|
|
2,207,800
|
|
$
|
760,000
|
|
$
|
762,587
|
|
$
|
2,587
|
|
$
|
|
|
ARS
|
|
|
02/23/06
|
|
|
2,940,745
|
|
|
986,000
|
|
|
991,067
|
|
|
5,067
|
|
|
|
|
BRL
|
|
|
07/06/05
|
|
|
3,047,296
|
|
|
1,289,042
|
|
|
1,287,410
|
|
|
|
|
|
1,632
|
|
BRL
|
|
|
08/09/05
|
|
|
9,733,248
|
|
|
3,808,000
|
|
|
4,056,496
|
|
|
248,496
|
|
|
|
|
BRL
|
|
|
08/12/05
|
|
|
3,178,750
|
|
|
1,249,754
|
|
|
1,323,048
|
|
|
73,294
|
|
|
|
|
BRL
|
|
|
09/28/05
|
|
|
2,907,714
|
|
|
986,000
|
|
|
1,187,026
|
|
|
201,026
|
|
|
|
|
BRL
|
|
|
10/05/05
|
|
|
288,355
|
|
|
101,000
|
|
|
117,413
|
|
|
16,413
|
|
|
|
|
BRL
|
|
|
11/03/05
|
|
|
2,015,904
|
|
|
736,000
|
|
|
812,407
|
|
|
76,407
|
|
|
|
|
COP
|
|
|
09/06/05
|
|
|
1,028,340,000
|
|
|
435,000
|
|
|
439,293
|
|
|
4,293
|
|
|
|
|
COP
|
|
|
09/07/05
|
|
|
3,806,196,000
|
|
|
1,603,959
|
|
|
1,625,792
|
|
|
21,833
|
|
|
|
|
CZK
|
|
|
07/13/05
|
|
|
16,145,000
|
|
|
654,412
|
|
|
650,594
|
|
|
|
|
|
3,818
|
|
EGP
|
|
|
07/14/05
|
|
|
1,439,715
|
|
|
246,000
|
|
|
247,766
|
|
|
1,766
|
|
|
|
|
EGP
|
|
|
07/18/05
|
|
|
2,962,381
|
|
|
505,000
|
|
|
509,348
|
|
|
4,348
|
|
|
|
|
EGP
|
|
|
08/17/05
|
|
|
3,460,275
|
|
|
585,000
|
|
|
591,010
|
|
|
6,010
|
|
|
|
|
EGP
|
|
|
08/29/05
|
|
|
1,410,120
|
|
|
240,000
|
|
|
240,214
|
|
|
214
|
|
|
|
|
EGP
|
|
|
09/06/05
|
|
|
3,262,320
|
|
|
552,000
|
|
|
554,801
|
|
|
2,801
|
|
|
|
|
EGP
|
|
|
09/08/05
|
|
|
2,677,230
|
|
|
453,000
|
|
|
455,110
|
|
|
2,110
|
|
|
|
|
EGP
|
|
|
12/14/05
|
|
|
3,296,710
|
|
|
553,000
|
|
|
548,551
|
|
|
|
|
|
4,449
|
|
EGP
|
|
|
02/28/06
|
|
|
5,443,460
|
|
|
908,000
|
|
|
895,381
|
|
|
|
|
|
12,619
|
|
GHC
|
|
|
07/25/05
|
|
|
4,134,144,000
|
|
|
448,000
|
|
|
451,334
|
|
|
3,334
|
|
|
|
|
GHC
|
|
|
08/08/05
|
|
|
4,980,396,000
|
|
|
543,000
|
|
|
541,509
|
|
|
|
|
|
1,491
|
|
HRK
|
|
|
07/05/05
|
|
|
705,000
|
|
|
123,747
|
|
|
116,662
|
|
|
|
|
|
7,085
|
|
HRK
|
|
|
07/28/05
|
|
|
14,323,313
|
|
|
2,361,751
|
|
|
2,368,841
|
|
|
7,090
|
|
|
|
|
HRK
|
|
|
08/08/05
|
|
|
2,636,030
|
|
|
440,513
|
|
|
435,827
|
|
|
|
|
|
4,686
|
|
HRK
|
|
|
08/31/05
|
|
|
5,880,930
|
|
|
1,004,000
|
|
|
971,705
|
|
|
|
|
|
32,295
|
|
IDR
|
|
|
07/11/05
|
|
|
11,139,480,000
|
|
|
1,164,000
|
|
|
1,141,340
|
|
|
|
|
|
22,660
|
|
IDR
|
|
|
08/11/05
|
|
|
18,326,540,000
|
|
|
1,913,000
|
|
|
1,877,719
|
|
|
|
|
|
35,281
|
|
IDR
|
|
|
09/12/05
|
|
|
2,424,158,000
|
|
|
251,000
|
|
|
248,377
|
|
|
|
|
|
2,623
|
|
IDR
|
|
|
09/20/05
|
|
|
24,883,200,000
|
|
|
2,560,000
|
|
|
2,549,508
|
|
|
|
|
|
10,492
|
|
ILS
|
|
|
07/07/05
|
|
|
9,847,028
|
|
|
2,229,297
|
|
|
2,149,895
|
|
|
|
|
|
79,402
|
|
ILS
|
|
|
07/11/05
|
|
|
4,812,336
|
|
|
1,104,000
|
|
|
1,050,643
|
|
|
|
|
|
53,357
|
|
ILS
|
|
|
07/11/05
|
|
|
1,891,000
|
|
|
421,346
|
|
|
412,849
|
|
|
|
|
|
8,497
|
|
ILS
|
|
|
08/03/05
|
|
|
2,078,810
|
|
|
470,000
|
|
|
453,780
|
|
|
|
|
|
16,220
|
|
ILS
|
|
|
08/08/05
|
|
|
2,746,545
|
|
|
614,000
|
|
|
599,530
|
|
|
|
|
|
14,470
|
|
ILS
|
|
|
09/06/05
|
|
|
7,910,178
|
|
|
1,727,000
|
|
|
1,726,446
|
|
|
|
|
|
554
|
|
INR
|
|
|
08/03/05
|
|
|
19,569,660
|
|
|
447,000
|
|
|
449,301
|
|
|
2,301
|
|
|
|
|
INR
|
|
|
09/06/05
|
|
|
170,703,120
|
|
|
3,892,000
|
|
|
3,913,459
|
|
|
21,459
|
|
|
|
|
INR
|
|
|
09/08/05
|
|
|
9,056,250
|
|
|
207,000
|
|
|
207,604
|
|
|
604
|
|
|
|
|
ISK
|
|
|
07/07/05
|
|
|
15,785,950
|
|
|
239,000
|
|
|
242,285
|
|
|
3,285
|
|
|
|
|
KRW
|
|
|
07/07/05
|
|
|
125,700,000
|
|
|
120,000
|
|
|
121,624
|
|
|
1,624
|
|
|
|
|
KRW
|
|
|
08/09/05
|
|
|
701,649,000
|
|
|
702,000
|
|
|
678,882
|
|
|
|
|
|
23,118
|
|
KRW
|
|
|
09/21/05
|
|
|
2,479,999,400
|
|
|
2,446,000
|
|
|
2,399,775
|
|
|
|
|
|
46,225
|
|
KRW
|
|
|
10/11/05
|
|
|
1,659,021,000
|
|
|
1,652,000
|
|
|
1,605,549
|
|
|
|
|
|
46,451
|
|
KRW
|
|
|
12/30/05
|
|
|
992,556,200
|
|
|
971,000
|
|
|
961,212
|
|
|
|
|
|
9,788
|
|
KZT
|
|
|
07/18/05
|
|
|
36,542,000
|
|
|
278,521
|
|
|
270,982
|
|
|
|
|
|
7,539
|
|
KZT
|
|
|
08/22/05
|
|
|
15,390,450
|
|
|
115,000
|
|
|
114,407
|
|
|
|
|
|
593
|
|
KZT
|
|
|
09/07/05
|
|
|
17,449,600
|
|
|
133,000
|
|
|
129,855
|
|
|
|
|
|
3,145
|
|
KZT
|
|
|
12/21/05
|
|
|
60,433,000
|
|
|
450,791
|
|
|
452,992
|
|
|
2,201
|
|
|
|
|
The accompanying notes are an
integral part of these financial statements.
10
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Portfolio of Investments (continued)
|
June 30, 2005
(unaudited)
|
|
Forward Currency Contracts open at June 30, 2005 (continued):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. $ Cost
|
|
U.S. $
|
|
|
|
|
|
|
|
Forward
Currency
|
|
|
Expiration
|
|
|
Foreign
|
|
on
Origination
|
|
Current
|
|
Unrealized
|
|
Unrealized
|
|
Purchase
Contracts
|
|
|
Date
|
|
|
Currency
|
|
Date
|
|
Value
|
|
Appreciation
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MAD
|
|
|
07/14/05
|
|
|
21,701,185
|
|
$
|
2,519,000
|
|
$
|
2,389,176
|
|
$
|
|
|
$
|
129,824
|
|
MAD
|
|
|
07/18/05
|
|
|
6,174,000
|
|
|
702,893
|
|
|
679,219
|
|
|
|
|
|
23,674
|
|
MXN
|
|
|
09/09/05
|
|
|
10,791,942
|
|
|
977,000
|
|
|
988,223
|
|
|
11,223
|
|
|
|
|
PEN
|
|
|
07/27/05
|
|
|
1,609,600
|
|
|
494,000
|
|
|
494,511
|
|
|
511
|
|
|
|
|
PHP
|
|
|
07/13/05
|
|
|
131,303,300
|
|
|
2,383,000
|
|
|
2,345,481
|
|
|
|
|
|
37,519
|
|
PHP
|
|
|
11/23/05
|
|
|
46,508,220
|
|
|
849,000
|
|
|
823,512
|
|
|
|
|
|
25,488
|
|
PLN
|
|
|
07/25/05
|
|
|
909,070
|
|
|
271,000
|
|
|
271,815
|
|
|
815
|
|
|
|
|
PLN
|
|
|
07/29/05
|
|
|
2,497,000
|
|
|
742,139
|
|
|
746,477
|
|
|
4,338
|
|
|
|
|
PLN
|
|
|
08/09/05
|
|
|
14,633,685
|
|
|
4,419,851
|
|
|
4,373,027
|
|
|
|
|
|
46,824
|
|
ROL
|
|
|
07/05/05
|
|
|
10,769,285,000
|
|
|
379,000
|
|
|
361,642
|
|
|
|
|
|
17,358
|
|
ROL
|
|
|
07/13/05
|
|
|
49,359,776,000
|
|
|
1,774,000
|
|
|
1,655,945
|
|
|
|
|
|
118,055
|
|
ROL
|
|
|
07/13/05
|
|
|
17,198,014,400
|
|
|
618,100
|
|
|
576,967
|
|
|
|
|
|
41,133
|
|
ROL
|
|
|
07/28/05
|
|
|
25,602,850,000
|
|
|
910,000
|
|
|
857,385
|
|
|
|
|
|
52,615
|
|
ROL
|
|
|
08/08/05
|
|
|
14,616,088,000
|
|
|
488,000
|
|
|
488,802
|
|
|
802
|
|
|
|
|
ROL
|
|
|
08/22/05
|
|
|
39,688,111,000
|
|
|
1,367,000
|
|
|
1,324,992
|
|
|
|
|
|
42,008
|
|
ROL
|
|
|
08/31/05
|
|
|
58,875,493,000
|
|
|
2,029,000
|
|
|
1,963,390
|
|
|
|
|
|
65,610
|
|
RUB
|
|
|
09/08/05
|
|
|
9,314,660
|
|
|
332,215
|
|
|
324,409
|
|
|
|
|
|
7,806
|
|
RUB
|
|
|
09/08/05
|
|
|
31,268,160
|
|
|
1,128,000
|
|
|
1,089,002
|
|
|
|
|
|
38,998
|
|
RUB
|
|
|
12/15/05
|
|
|
39,907,858
|
|
|
1,394,405
|
|
|
1,387,355
|
|
|
|
|
|
7,050
|
|
RUB
|
|
|
05/24/06
|
|
|
99,755,000
|
|
|
3,526,158
|
|
|
3,450,119
|
|
|
|
|
|
76,039
|
|
RUB
|
|
|
06/09/06
|
|
|
15,998,580
|
|
|
559,000
|
|
|
552,900
|
|
|
|
|
|
6,100
|
|
SGD
|
|
|
07/08/05
|
|
|
1,647,563
|
|
|
992,000
|
|
|
976,726
|
|
|
|
|
|
15,274
|
|
SGD
|
|
|
08/25/05
|
|
|
1,636,622
|
|
|
988,000
|
|
|
972,076
|
|
|
|
|
|
15,924
|
|
SGD
|
|
|
09/30/05
|
|
|
1,622,591
|
|
|
969,000
|
|
|
965,299
|
|
|
|
|
|
3,701
|
|
SIT
|
|
|
07/18/05
|
|
|
125,158,000
|
|
|
665,734
|
|
|
632,390
|
|
|
|
|
|
33,344
|
|
SIT
|
|
|
07/26/05
|
|
|
662,184,300
|
|
|
3,484,814
|
|
|
3,345,522
|
|
|
|
|
|
139,292
|
|
SKK
|
|
|
07/13/05
|
|
|
5,833,890
|
|
|
186,000
|
|
|
184,207
|
|
|
|
|
|
1,793
|
|
SKK
|
|
|
07/25/05
|
|
|
79,799,250
|
|
|
2,593,748
|
|
|
2,520,197
|
|
|
|
|
|
73,551
|
|
SKK
|
|
|
07/27/05
|
|
|
117,990,880
|
|
|
3,723,167
|
|
|
3,726,479
|
|
|
3,312
|
|
|
|
|
THB
|
|
|
08/18/05
|
|
|
48,180,975
|
|
|
1,219,000
|
|
|
1,164,554
|
|
|
|
|
|
54,446
|
|
THB
|
|
|
09/12/05
|
|
|
115,846,680
|
|
|
2,859,000
|
|
|
2,799,920
|
|
|
|
|
|
59,080
|
|
THB
|
|
|
09/16/05
|
|
|
29,912,520
|
|
|
731,000
|
|
|
722,961
|
|
|
|
|
|
8,039
|
|
TRY
|
|
|
08/08/05
|
|
|
644,442
|
|
|
470,671
|
|
|
476,679
|
|
|
6,008
|
|
|
|
|
TRY
|
|
|
08/22/05
|
|
|
1,381,000
|
|
|
990,461
|
|
|
1,017,121
|
|
|
26,660
|
|
|
|
|
TWD
|
|
|
07/05/05
|
|
|
1,567,000
|
|
|
50,000
|
|
|
49,559
|
|
|
|
|
|
441
|
|
TWD
|
|
|
07/11/05
|
|
|
26,977,440
|
|
|
868,000
|
|
|
853,106
|
|
|
|
|
|
14,894
|
|
TWD
|
|
|
07/11/05
|
|
|
4,736,870
|
|
|
151,000
|
|
|
149,794
|
|
|
|
|
|
1,206
|
|
TWD
|
|
|
09/08/05
|
|
|
60,358,455
|
|
|
1,935,000
|
|
|
1,912,004
|
|
|
|
|
|
22,996
|
|
TZS
|
|
|
08/09/05
|
|
|
212,440,000
|
|
|
188,000
|
|
|
186,296
|
|
|
|
|
|
1,704
|
|
TZS
|
|
|
08/23/05
|
|
|
225,120,740
|
|
|
199,000
|
|
|
196,372
|
|
|
|
|
|
2,628
|
|
TZS
|
|
|
09/06/05
|
|
|
383,461,000
|
|
|
338,000
|
|
|
332,731
|
|
|
|
|
|
5,269
|
|
TZS
|
|
|
09/15/05
|
|
|
317,346,400
|
|
|
280,000
|
|
|
274,434
|
|
|
|
|
|
5,566
|
|
UAH
|
|
|
07/13/05
|
|
|
2,461,960
|
|
|
488,000
|
|
|
490,643
|
|
|
2,643
|
|
|
|
|
UAH
|
|
|
08/31/05
|
|
|
1,313,130
|
|
|
259,000
|
|
|
260,570
|
|
|
1,570
|
|
|
|
|
UAH
|
|
|
09/20/05
|
|
|
1,851,960
|
|
|
366,000
|
|
|
366,798
|
|
|
798
|
|
|
|
|
UAH
|
|
|
12/15/05
|
|
|
3,896,120
|
|
|
758,000
|
|
|
760,149
|
|
|
2,149
|
|
|
|
|
UAH
|
|
|
04/10/06
|
|
|
1,711,950
|
|
|
339,000
|
|
|
328,725
|
|
|
|
|
|
10,275
|
|
UAH
|
|
|
05/12/06
|
|
|
1,435,380
|
|
|
282,000
|
|
|
274,419
|
|
|
|
|
|
7,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Forward Currency Purchase
Contracts
|
|
$
|
99,915,489
|
|
$
|
99,023,286
|
|
$
|
769,392
|
|
$
|
1,661,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these financial statements.
11
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Portfolio of Investments (concluded)
|
June 30, 2005
(unaudited)
|
|
Forward Currency Contracts open at June 30, 2005 (concluded):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. $ Cost
|
|
U.S. $
|
|
|
|
|
|
|
|
Forward
Currency
|
|
|
Expiration
|
|
|
Foreign
|
|
on Origination
|
|
Current
|
|
Unrealized
|
|
Unrealized
|
|
Sale
Contracts
|
|
|
Date
|
|
|
Currency
|
|
Date
|
|
Value
|
|
Appreciation
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRL
|
|
|
07/06/05
|
|
|
3,047,296
|
|
$
|
1,253,000
|
|
$
|
1,287,410
|
|
$
|
|
|
$
|
34,410
|
|
BRL
|
|
|
10/06/05
|
|
|
3,382,069
|
|
|
1,381,000
|
|
|
1,376,629
|
|
|
4,371
|
|
|
|
|
HRK
|
|
|
07/05/05
|
|
|
705,000
|
|
|
116,510
|
|
|
116,662
|
|
|
|
|
|
152
|
|
ILS
|
|
|
07/07/05
|
|
|
9,847,028
|
|
|
2,150,898
|
|
|
2,149,895
|
|
|
1,003
|
|
|
|
|
ILS
|
|
|
07/11/05
|
|
|
3,732,101
|
|
|
852,000
|
|
|
814,803
|
|
|
37,197
|
|
|
|
|
MAD
|
|
|
07/14/05
|
|
|
8,517,128
|
|
|
944,302
|
|
|
937,687
|
|
|
6,615
|
|
|
|
|
MAD
|
|
|
07/14/05
|
|
|
13,184,058
|
|
|
1,451,669
|
|
|
1,451,489
|
|
|
180
|
|
|
|
|
MAD
|
|
|
07/18/05
|
|
|
6,174,000
|
|
|
680,181
|
|
|
679,219
|
|
|
962
|
|
|
|
|
ROL
|
|
|
07/05/05
|
|
|
10,769,285,000
|
|
|
360,285
|
|
|
361,642
|
|
|
|
|
|
1,357
|
|
THB
|
|
|
07/07/05
|
|
|
21,083,221
|
|
|
511,000
|
|
|
510,103
|
|
|
897
|
|
|
|
|
THB
|
|
|
08/25/05
|
|
|
32,439,400
|
|
|
812,000
|
|
|
784,052
|
|
|
27,948
|
|
|
|
|
TRY
|
|
|
08/08/05
|
|
|
1,255,000
|
|
|
899,319
|
|
|
928,295
|
|
|
|
|
|
28,976
|
|
TWD
|
|
|
07/05/05
|
|
|
1,567,000
|
|
|
49,494
|
|
|
49,559
|
|
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Forward Currency Sale
Contracts
|
|
$
|
11,461,658
|
|
$
|
11,447,445
|
|
|
79,173
|
|
|
64,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unrealized appreciation/depreciation
on Forward Currency Contracts
|
|
$
|
848,565
|
|
$
|
1,726,555
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these financial statements.
12
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Notes to
Portfolio of Investments
|
June 30, 2005
(unaudited)
|
|
|
|
(a)
|
Non-income
producing security.
|
(b)
|
For federal income
tax purposes, the aggregate cost was $237,913,703, aggregate gross unrealized
appreciation was $15,577,732, aggregate gross unrealized depreciation was
$6,408,298 and the net unrealized appreciation was $9,169,434.
|
(c)
|
Segregated
security for forward currency contracts.
|
(d)
|
Security or portion thereof is
out on loan.
|
(e)
|
Principal amount
denominated in respective countrys currency.
|
(f)
|
Zero coupon security.
|
(g)
|
Rate shown
reflects 7 day yield as of June 30, 2005.
|
(h)
|
Represents
security purchased with cash collateral received for securities on loan.
|
|
|
|
|
|
|
Security
Abbreviation:
|
|
|
|
ADR
|
|
American
Depositary Receipt
|
|
|
|
|
|
|
|
|
|
Currency
Abbreviations:
|
|
|
|
ARS
|
|
Argentine Peso
|
MXN
|
|
Mexican Peso
|
BRL
|
|
Brazilian Real
|
PEN
|
|
Peruvian New Sol
|
COP
|
|
Colombian Peso
|
PHP
|
|
Philippine Peso
|
CZK
|
|
Czech Koruna
|
PLN
|
|
Polish Zloty
|
EGP
|
|
Egyptian Pound
|
ROL
|
|
Romanian Leu
|
GHC
|
|
Ghanaian Cedi
|
RUB
|
|
Russian Ruble
|
HRK
|
|
Croatian Kuna
|
SGD
|
|
Singapore Dollar
|
IDR
|
|
Indonesian Rupiah
|
SIT
|
|
Slovenian Tolar
|
ILS
|
|
Israeli Shekel
|
SKK
|
|
Slovenska Koruna
|
INR
|
|
Indian Rupee
|
THB
|
|
Thai Baht
|
ISK
|
|
Iceland Krona
|
TRY
|
|
New Turkish Lira
|
KRW
|
|
South Korean Won
|
TWD
|
|
New Taiwan Dollar
|
KZT
|
|
Kazakhstan Tenge
|
TZS
|
|
Tanzanian Schilling
|
MAD
|
|
Moroccan Dirham
|
UAH
|
|
Ukranian Hryvnia
|
Portfolio
holdings by industry (as percentage of net assets):
|
|
|
|
|
Industry
|
|
|
|
|
Aerospace &
Defense
|
|
|
2.3
|
%
|
Banking
|
|
|
18.3
|
|
Brewery
|
|
|
2.6
|
|
Business Services
& Supplies
|
|
|
1.7
|
|
Computer Software
|
|
|
6.8
|
|
Computers &
Business Equipment
|
|
|
3.8
|
|
Cosmetics &
Toiletries
|
|
|
1.9
|
|
Diversified.
|
|
|
5.2
|
|
Drugs & Health
Care
|
|
|
9.5
|
|
Financial Services
|
|
|
7.5
|
|
Food &
Beverages
|
|
|
10.6
|
|
Insurance
|
|
|
1.7
|
|
Medical Products
& Services
|
|
|
3.5
|
|
Multimedia
|
|
|
2.0
|
|
Oil & Gas
|
|
|
11.8
|
|
Retail
|
|
|
2.1
|
|
Semiconductors
& Components
|
|
|
1.9
|
|
Telecommunications
|
|
|
2.7
|
|
Telecommunications
Equipment
|
|
|
3.3
|
|
|
|
|
|
|
Subtotal
|
|
|
99.2
|
|
Foreign Government
Obligations
|
|
|
3.9
|
|
Repurchase
Agreement
|
|
|
0.1
|
|
Collateral for
Securities on Loan
|
|
|
23.2
|
|
|
|
|
|
|
Total Investments |
|
|
126.4
|
%
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements.
13
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Statement
of Assets and Liabilities
|
June 30, 2005
(unaudited)
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Investments in
securities, at value (cost $237,913,703)
|
|
$
|
247,083,137
|
|
Cash
|
|
|
589
|
|
Receivables for:
|
|
|
|
|
Dividends and interest
|
|
|
402,064
|
|
Income from
securities loaned
|
|
|
18,837
|
|
Gross appreciation on forward currency
contracts
|
|
|
848,565
|
|
|
|
|
|
|
Total assets
|
|
|
248,353,192
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Payables for:
|
|
|
|
|
Management fees
|
|
|
202,311
|
|
Accrued directors fees
|
|
|
20
|
|
Amounts due upon return of securities on
loan
|
|
|
45,249,363
|
|
Line of credit outstanding
|
|
|
5,650,000
|
|
Gross depreciation on forward currency
contracts
|
|
|
1,726,555
|
|
Other accrued
expenses and payables
|
|
|
87,852
|
|
|
|
|
|
|
Total liabilities
|
|
|
52,916,101
|
|
|
|
|
|
|
Net assets
|
|
$
|
195,437,091
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
|
|
|
Paid in capital
|
|
$
|
183,076,027
|
|
Distributions in
excess of net investment income
|
|
|
(834,601
|
)
|
Accumulated
undistributed net realized gain
|
|
|
4,904,221
|
|
Net unrealized
appreciation (depreciation) on:
|
|
|
|
|
Investments
|
|
|
9,169,434
|
|
Foreign currency
|
|
|
(877,990
|
)
|
|
|
|
|
|
Net assets
|
|
$
|
195,437,091
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common
stock outstanding*
|
|
|
9,605,237
|
|
Net
assets per share of common stock
|
|
$
|
20.35
|
|
Market
value per share
|
|
$
|
18.50
|
|
* $0.001 par value, 500,000,000 shares authorized for the Fund.
The accompanying notes are an integral part
of these financial statements.
14
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Statement of Operations
|
For the six
months ended June 30, 2005 (unaudited)
|
|
|
|
|
|
|
INVESTMENT INCOME
|
|
|
|
|
Income:
|
|
|
|
|
Dividends (net of foreign withholding taxes
of $309,971)
|
|
$
|
2,948,123
|
|
Interest
|
|
|
263,305
|
|
Income from securities loaned
|
|
|
73,285
|
|
|
|
|
|
|
Total investment income
|
|
|
3,284,713
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Management fees
|
|
|
1,251,333
|
|
Professional services
|
|
|
58,818
|
|
Shareholders reports
|
|
|
51,916
|
|
Custodian fees
|
|
|
48,842
|
|
Administration fees
|
|
|
38,646
|
|
Interest expense
|
|
|
26,642
|
|
Shareholders services
|
|
|
21,017
|
|
Shareholders meeting
|
|
|
16,545
|
|
Directors fees and expenses
|
|
|
8,673
|
|
Other
|
|
|
17,005
|
|
|
|
|
|
|
Total gross expenses
|
|
|
1,539,437
|
|
Expense reductions
|
|
|
(129
|
)
|
|
|
|
|
|
Total net expenses
|
|
|
1,539,308
|
|
|
|
|
|
|
Net investment income
|
|
|
1,745,405
|
|
|
|
|
|
|
|
|
|
|
|
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY
|
|
|
|
|
|
|
|
|
|
Net realized gain on:
|
|
|
|
|
Investments (net of foreign capital gains
taxes of $139,822)
|
|
|
2,780,136
|
|
Foreign currency
|
|
|
1,819,154
|
|
Net change in unrealized depreciation on:
|
|
|
|
|
Investments
|
|
|
(9,946,285
|
)
|
Foreign currency
|
|
|
(3,537,148
|
)
|
|
|
|
|
|
Net realized and unrealized
loss on investments and foreign currency
|
|
|
(8,884,143
|
)
|
|
|
|
|
|
Net decrease in net assets
resulting from operations
|
|
$
|
(7,138,738
|
)
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements.
15
|
|
Lazard Global
Total Return & Income Fund, Inc.
|
Statement
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2005
(unaudited)
|
|
Period Ended
December 31, 2004**
|
|
|
|
|
|
|
|
INCREASE
(DECREASE) IN NET ASSETS
|
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
1,745,405
|
|
$
|
1,749,285
|
|
Net realized gain on investments and
foreign currency
|
|
|
4,599,290
|
|
|
7,986,028
|
|
Net change in unrealized appreciation
(depreciation) on investments and foreign currency
|
|
|
(13,483,433
|
)
|
|
21,774,877
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets
resulting from operations
|
|
|
(7,138,738
|
)
|
|
31,510,190
|
|
|
|
|
|
|
|
|
|
Distributions to Stockholders:
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(6,005,194
|
)
|
|
(6,005,194
|
)
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from
distributions
|
|
|
(6,005,194
|
)
|
|
(6,005,194
|
)
|
|
|
|
|
|
|
|
|
Capital Stock Transactions:
|
|
|
|
|
|
|
|
Proceeds from common shares issued in
offering
|
|
|
|
|
|
183,360,000
|
|
Offering costs for common shares
charged to
paid in capital
|
|
|
|
|
|
(384,000
|
)
|
|
|
|
|
|
|
|
|
Net increase in net assets from capital
stock transactions
|
|
|
|
|
|
182,976,000
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
(13,143,932
|
)
|
|
208,480,996
|
|
Net assets at beginning of period***
|
|
|
208,581,023
|
|
|
100,027
|
|
|
|
|
|
|
|
|
|
Net assets at end of period*
|
|
$
|
195,437,091
|
|
$
|
208,581,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions in Capital Shares:
|
|
|
|
|
|
|
|
Common shares outstanding at
beginning of
period***
|
|
|
9,605,237
|
|
|
5,237
|
|
|
|
|
|
|
|
|
|
Common shares issued in
offering
|
|
|
|
|
|
9,600,000
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
|
|
|
9,600,000
|
|
|
|
|
|
|
|
|
|
Common shares outstanding at end of
period
|
|
|
9,605,237
|
|
|
9,605,237
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Includes undistributed
(distributions in excess of) net investment income of $(834,601) and
$3,425,188, respectively.
|
**
|
Fund commenced operations on
April 28, 2004.
|
***
|
Represents initial seed capital
on April 20, 2004.
|
The accompanying notes are an integral part
of these financial statements.
16
|
|
Lazard Global
Total Return & Income Fund, Inc.
|
Financial
Highlights
|
Selected data
for a share of common stock outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended
6/30/05
|
|
For the Period
4/28/04* to
12/31/04
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
|
$
|
21.72
|
|
$
|
19.06
|
(a)
|
|
|
|
|
|
|
|
|
Income from investment
operations:
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.18
|
|
|
0.18
|
|
Net realized and unrealized gain
(loss)
|
|
|
(0.92
|
)
|
|
3.11
|
|
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.74
|
)
|
|
3.29
|
|
|
|
|
|
|
|
|
|
Less distributions
from:
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.63
|
)
|
|
(0.63
|
)
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.63
|
)
|
|
(0.63
|
)
|
|
|
|
|
|
|
|
|
Net asset value,
end of period
|
|
$
|
20.35
|
|
$
|
21.72
|
|
|
|
|
|
|
|
|
|
Market value, end
of period
|
|
$
|
18.50
|
|
$
|
19.37
|
|
|
|
|
|
|
|
|
|
Total
Return based upon:
|
|
|
|
|
|
|
|
Net asset value (b)
|
|
|
(3.43
|
)%
|
|
17.67
|
%
|
Market value (b)
|
|
|
(1.31
|
)%
|
|
0.26
|
%
|
|
Ratios
and Supplemental Data:
|
|
|
|
|
|
|
|
Net assets, end of
period (in thousands)
|
|
$
|
195,437
|
|
$
|
208,581
|
|
Ratios to average
net assets:
|
|
|
|
|
|
|
|
Total expenses (c)
|
|
|
1.54
|
%
|
|
1.57
|
%
|
Net investment income (c)
|
|
|
1.74
|
%
|
|
1.40
|
%
|
Portfolio turnover
rate
|
|
|
7
|
%
|
|
7
|
%
|
|
|
|
Unaudited.
|
*
|
Commencement of operations.
|
(a)
|
Net of initial sales load, underwriting and offering costs
of $0.94 per share.
|
(b)
|
Total returns reflect reinvestment of all dividends and
distributions, if any. Past performance is not indicative, nor a guarantee,
of future results; the investment return, market price and net asset value of
the Fund will fluctuate, so that an investors shares in the Fund, when sold,
may be worth more or less than their original cost. The returns do not
reflect the deduction of taxes that a stockholder would pay on the Funds
distributions or on the sale of Fund shares. Periods of less than one year
are not annualized.
|
(c)
|
Annualized for periods of less
than one year.
|
The accompanying notes are an integral part
of these financial statements.
17
1. Organization
Lazard Global Total Return & Income Fund, Inc. (the Fund) was
incorporated in Maryland on January 27, 2004 and is registered under the
Investment Company Act of 1940, as amended (the Act), as a diversified,
closed-end management investment company. The Fund trades on the New York Stock
Exchange (NYSE) under the ticker symbol LGI and commenced operations on April
28, 2004. The Funds investment objective is total return, consisting of
capital appreciation and income.
2. Significant Accounting Policies
The following is a summary of significant accounting policies:
(a) Valuation of
InvestmentsMarket values for securities listed on the NYSE, NASDAQ
national market or other U.S. exchanges or markets are generally based on the
closing market price on the principal exchange or market on which the security
is traded, generally as of the close of regular trading on the NYSE (normally
4:00 p.m. Eastern time) on each valuation date; securities not traded on the
valuation date are valued at the closing bid price. Any securities not listed,
for which current over-the-counter market quotations or bids are readily
available, are valued at the last quoted bid price or, if available, the mean
of two such prices. Forward currency contracts are valued at the current cost
of offsetting the contract. Securities listed on foreign exchanges are valued
at the last reported sales price, except as described below.
If events materially affecting the value of securities occur between
the close of the exchange or market on which the security is principally traded
and the time when the Funds net asset value is calculated, such securities
will be valued at their fair values as determined in good faith by or under the
supervision of the Board of Directors. The effect of using fair value pricing
is that the net asset value of the Fund will reflect the affected securities
values as determined in the judgment of the Board of Directors or its designee
instead of being determined by the market. Using a fair value pricing
methodology to price securities may result in a value that is different from
the most recent closing price of a security and from the prices used by other
investment companies to calculate their portfolios net asset values.
Securities and other assets for which current market quotations are not
readily available are valued at fair value as determined in good faith in
accordance with procedures approved by the Board of Directors.
Bonds and other fixed-income securities that are not exchange-traded
are valued on the basis of prices provided by pricing services which are based
primarily on institutional trading in similar groups of securities, or by using
brokers quotations.
Under these procedures, in the event that Lazard Asset Management LLC,
the Funds investment manager (the Investment Manager) and a wholly-owned
subsidiary of Lazard Frères & Co. LLC (Lazard), determines that a
significant event has occurred after the close of a market on which a foreign
security is traded but before the close of regular trading on the NYSE, such
that current market quotations for a security or securities are not readily
available, a Valuation Committee of the Investment Manager will evaluate a
variety of factors to determine the fair value of the affected securities.
These factors include, but are not limited to, the type of security, the value
of comparable securities, observations from financial institutions and relevant
news events. Input from the Investment Managers analysts will also be
considered.
(b) Portfolio
Securities Transactions and Investment IncomePortfolio securities
transactions are accounted for on trade date. Realized gain (loss) on sales of
investments are recorded on a specific identification basis. Dividend income is
recorded on the ex-dividend date and interest income is accrued daily. The Fund
amortizes premium and accretes discount on fixed-income securities using the
effective yield method.
(c) Repurchase
AgreementsIn connection with transactions in repurchase agreements,
the Funds custodian takes possession of the underlying collateral securities,
the fair value of which at all times is required to be at least equal to the
principal amount, plus accrued interest, of the repurchase transaction. If the
seller defaults, and the fair value of the collateral declines, realization of
the collateral by the Fund may be delayed or limited.
(d) Securities
LendingThe Fund may lend portfolio securities to qualified
borrowers in order to earn additional income. The terms of the lending
agreements require that loans are secured at all times by cash, U.S. Government
securities or irrevocable letters of credit in an amount at least equal to 102%
of the market value of domestic securities loaned (105% in the case of foreign
securities), plus accrued interest and dividends, determined on a daily basis.
Cash collateral received is invested in State Street Navigator Securities
Lending Prime Portfolio, a regulated investment company offered by State Street
Bank and Trust Company (State Street). If the borrower defaults on its
obligation to return the securities loaned because of insolvency or other
reasons, the Fund could experience delays and costs in recovering the
securities loaned or in gaining access to the collateral.
18
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Notes to Financial Statements (continued)
|
June 30, 2005
(unaudited)
|
|
At June 30, 2005, the value of the securities on loan was $44,290,947
and corresponding cash collateral received was $45,249,363.
In accordance with accounting principles generally accepted in the
United States, cash received as collateral for securities lending transactions
is included in the Portfolio of Investments. The related amount payable upon
the return of the securities on loan, where cash is received as collateral, is
shown on the Statement of Assets and Liabilities.
(e) LeveragingThe Fund intends to use leverage to
invest Fund assets in currency investments, primarily using forward currency
contracts and by borrowing under a credit facility with State Street, up to a
maximum of 33 1/3% of the
Funds total leveraged
assets. If the assets of the Fund decline due to market conditions such that this
331/3% threshold will be
exceeded,
leverage risk will increase.
If the Fund is able to realize a higher return on the leveraged portion
of its investment portfolio than the cost of such leverage together with other
related expenses, the effect of the leverage will be to cause the Fund to
realize a higher net return than if the Fund were not so leveraged. There is no
assurance that any leveraging strategy the Fund employs will be successful.
Using leverage is a speculative investment technique and involves
certain risks. These include higher volatility of net asset value, the
likelihood of more volatility in the market value of Common Stock and, with
respect to borrowings, the possibility either that the Funds return will fall
if the interest rate on any borrowings rises, or that income will fluctuate
because the interest rate of borrowings varies.
If the market value of the Funds portfolio declines, the leverage will
result in a greater decrease in net asset value than if the Fund were not
leveraged. A greater net asset value decrease also will tend to cause a greater
decline in the market price of the Funds Common Stock. To the extent that the
Fund is required or elects to prepay any borrowings, the Fund may need to
liquidate investments to fund such prepayments. Liquidation at times of adverse
economic conditions may result in capital loss and reduce returns.
(f) Foreign Currency
Translation and Forward Currency ContractsThe accounting records of
the Fund are maintained in U.S. dollars. Portfolio securities and other assets
and liabilities denominated in a foreign currency are translated daily into
U.S. dollars at the prevailing rates of exchange. Purchases and sales of
securities, income receipts and expense payments are translated into U.S.
dollars at the prevailing exchange rates on the respective transaction dates.
The Fund does not isolate the portion of operations resulting from
changes in foreign exchange rates on investments from the fluctuations arising
from changes in their market prices. Such fluctuations are included in net
realized and unrealized gain (loss) on investments. Net realized gain (loss) on
foreign currency transactions represents net foreign currency gain (loss) from
forward currency contracts, disposition of foreign currencies, currency gain
(loss) realized between the trade and settlement dates on securities
transactions, and the difference between the amount of dividends, interest and
foreign withholding taxes recorded on the Funds accounting records and the
U.S. dollar equivalent amounts actually received or paid. Net unrealized
foreign currency gain (loss) arises from changes in the value of assets and
liabilities, other than investments in securities, as a result of changes in
exchange rates.
A forward currency contract is an agreement between two parties to buy
or sell currency at a set price on a future date. Upon entering into these
contracts, risks may arise from the potential inability of counterparties to
meet the terms of their contracts and from unanticipated movements in the value
of the foreign currency relative to the U.S. dollar.
The U.S. dollar value of forward currency contracts is determined using
forward exchange rates provided by quotation services. Daily fluctuations in
the value of such contracts are recorded as unrealized gain (loss). When the
contract is closed, the Fund records a realized gain (loss) equal to the
difference between the value at the time it was opened and the value at the
time it was closed. Such gain (loss) is disclosed in the realized and
unrealized gain (loss) on foreign currency in the Funds accompanying Statement
of Operations.
(g) Structured
InvestmentsThe Fund may invest in structured investments, whose
values are linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other underlying instruments. The Fund
may use these investments to increase or decrease its exposure to different
underlying instruments, to gain exposure to markets that might be difficult to
invest in through conventional securities or for other purposes. Structured
investments may be more volatile than their underlying instruments, but any
loss is limited to the amount of the original investment.
(h) Federal Income
TaxesThe Funds policy is to continue to qualify as a regulated
investment company under Sub-chapter M of the Internal Revenue Code and to
distribute all of its taxable income, including any net realized capital gains,
to shareholders. Therefore, no federal income tax provision is required.
19
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Notes to
Financial Statements (continued)
|
June 30, 2005
(unaudited)
|
|
At December 31, 2004, the Fund had no unused realized capital losses.
Under current tax law, certain capital and net foreign currency losses
realized after October 31 within the taxable year may be deferred and treated
as occurring on the first day of the following tax year. For the tax year ended
December 31, 2004, the Fund elected to defer $1,880 of net capital and currency
losses arising between November 1, 2004 and December 31, 2004.
(i) Dividends and DistributionsThe Fund intends to declare and to
pay dividends monthly from net investment income. Distributions to stockholders
are recorded on the ex-dividend date. During any particular year, net realized
gains from investment transactions in excess of available capital loss
carryforwards would be taxable to the Fund if not distributed. The Fund intends
to declare and distribute these amounts, at least annually, to stockholders;
however, to avoid taxation, a second distribution may be required.
Income dividends and capital gains distributions are determined in
accordance with federal income tax regulations which may differ from accounting
principles generally accepted in the United States. These book/tax differences,
which may result in distribution reclassifications, are primarily due to
differing treatments of foreign currency transactions. Book/tax differences
relating to shareholder distributions may result in reclassifications among
certain capital accounts.
The Fund has implemented a Level Distribution Policy to seek to
maintain a stable monthly distribution, subject to approval and oversight of
the Funds Board of Directors. Under the Funds Level Distribution Policy, the
Fund intends to make regular monthly distributions at a fixed rate per share.
If for any monthly distribution, net investment income and net realized
short-term capital gain were less than the amount of the distribution, the
difference would generally be distributed from the Funds assets. In addition,
in order to make such distributions, the Fund might have to sell a portion of
its investment portfolio at a time when independent investment judgment might
not dictate such actions.
(j) EstimatesThe preparation of financial
statements in conformity with accounting principles generally accepted in the
United States requires the Fund to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of increases and decreases in net assets from operations during the
reporting period. Actual results could differ from those estimates.
3. Investment Management Agreement
The Fund has entered into an interim investment management agreement
(the Interim Management Agreement) with the Investment Manager. Pursuant to
the Interim Management Agreement, the Investment Manager regularly provides the
Fund with investment research, advice and supervision and furnishes
continuously an investment program for the Fund consistent with its investment
objective and policies, including the purchase, retention and disposition of
securities. The Interim Management Agreement requires all management fees
earned by the Investment Manager to be escrowed pending shareholder approval of
a new management agreement with the Investment Manager as a result of the
initial public offering of securities of a parent company of the Investment
Manager and other related changes in the structure of the Lazard organization
which occurred on May 5, 2005.
The Fund has agreed to pay the Investment Manager an annual investment
management fee of 0.85% of the Funds average daily Total Leveraged Assets
(the Funds total assets including Financial Leverage (defined below)) for the
services and facilities provided by the Investment Manager, payable on a
monthly basis. The fee paid to the Investment Manager will be higher when the
Investment Manager uses Currency Commitments and Borrowings (Financial
Leverage) to make Currency Investments, rather than by reducing the percentage
of Net Assets (the Funds assets without taking into account Financial
Leverage) invested in Global Equity Investments for the purposes of making Currency
Investments. Global Equity Investments refers to investments in the Funds
global equity strategy consisting of equity securities of companies with market
capitalizations of $5 billion or greater domiciled in those countries that
comprise the Morgan Stanley Capital International (MSCI®) World®
Index. Currency Investments refers to investments in the Funds
emerging income strategy, consisting of emerging market currencies (primarily
by entering into forward currency contracts), or instruments whose value is
derived from the performance of an underlying emerging market currency, but
also may invest in debt obligations, including government, government agency
and corporate obligations and structured notes denominated in emerging market
currencies. Currency Commitments are the aggregate financial exposures
created by forward currency contracts in excess of that represented in the
Funds Net Assets, and Borrowings refers to the borrowings under the Funds
credit facility. Assuming Financial Leverage in the amount of 33 1/3% of the Funds Total Leveraged
Assets, the annual fee payable to the Investment Manager would be 1.28% of Net
Assets (i.e., not including amounts attributable to Financial Leverage).
20
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Notes to
Financial Statements (continued)
|
June 30, 2005
(unaudited)
|
|
The following is an example of this calculation of the Investment
Managers fee, using very simple illustrations. If the Fund had assets of
$1,000, it could invest $1,000 in Global Equity Investments and enter into $500
in forward currency contracts (because the Fund would not have to pay money at
the time it enters into the currency contracts). Similarly, the Fund could
invest $1,000 in Global Equity Investments, borrow $500 and invest the $500 in
foreign currency denominated bonds. In either case, the Investment Managers
fee would be calculated based on $1,500 of assets, because the fee is
calculated based on Total Leveraged Assets (Net Assets plus Financial
Leverage). In our example, the Financial Leverage is in the form of either the
forward currency contracts (Currency Commitments) or investments from
Borrowings. The amount of the Financial Leverage outstanding, and therefore the
amount of Total Leveraged Assets on which the Investment Managers fee is
based, fluctuates daily based on changes in value of the Funds portfolio
holdings, including changes in value of the currency involved in the forward
currency contracts and foreign currency denominated bonds acquired with the
proceeds of Borrowings. However, the Investment Managers fee will be the same
regardless of whether Currency Investments are made with Currency Commitments
or with Borrowings (without taking into account the cost of Borrowings).
This method of calculating the Investment
Managers fee is different than the way closed-end investment companies
typically calculate management fees. Traditionally, closed-end investment
companies calculate management fees based on Net Assets plus Borrowings (excluding
Financial Leverage obtained through Currency Commitments). The Investment
Managers fee is different because the Funds leverage strategy is different
than the leverage strategy employed by many other closed-end investment
companies. Although the Fund may employ Borrowings in making Currency
Investments, the Funds leverage strategy relies primarily on Currency
Commitments, rather than relying exclusively on borrowing money or/and issuing
preferred stock, as is the strategy employed by most closed-end investment companies.
The Investment Managers fee would be lower if its fee were calculated only on
Net Assets plus Borrowings, because the Investment Manager would not earn fees
on Currency Investments made with Currency Commitments (forward currency
contracts). Using the example above, where the Fund has assets of $1,000 and
invests $1,000 in Global Equity Investments and $500 in forward currency
contracts, the following table illustrates how the Investment Managers fee
would be different if it did not earn management fees on these types of
Currency Investments. A discussion of the review and approval by the
Funds Board of Directors of the Funds investment management agreement
(including the method of calculating the Investment Managers fee) is included
below under Board Consideration of Management Agreements.
|
|
|
|
|
|
|
|
|
|
Funds management |
|
Typical
|
|
|
|
fee based on |
|
management
|
|
|
|
Total Leveraged |
|
fee formula,
|
|
|
|
Assets (includes |
|
calculated excluding
|
|
|
|
|
Currency |
|
|
Currency
|
|
Beginning assets of $1,000
|
|
|
Commitments) |
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
Global Equity Investments
(Net Assets)
|
|
$
|
1,000
|
|
$
|
1,000
|
|
Currency Commitments
|
|
$
|
500
|
|
$
|
500
|
|
Assets used to calculate
management fee
|
|
$
|
1,500
|
|
$
|
1,000
|
|
Management fee (0.85%)
|
|
$
|
12.75
|
|
$
|
8.50
|
|
(a) Investment Manager Fee Conflict RiskThe fee paid to the Investment
Manager for investment management services will be higher when the Fund uses
Financial Leverage, whether through forward currency contracts or Borrowings,
because the fee paid will be calculated on the basis of the Funds assets
including this Financial Leverage. Consequently, the Investment Manager may
have a financial interest for the Fund to utilize such Financial Leverage,
which may create a conflict of interest between the Investment Manager and the
stockholders of the Fund. The Fund has implemented procedures to monitor this
potential conflict.
4. Administrative Agreement
The Fund has entered into an administrative agreement with State Street
to provide certain administrative services. The Fund bears the cost of such
services at a fixed annual rate of $37,500, plus 0.02% of average daily net
assets up to $1 billion and 0.01% of average daily net assets over $1 billion.
5. Directors Compensation
Certain Directors of the Fund are Managing Directors or former
employees of the Investment Manager. The Fund pays each Director who is not an
employee or an affiliated person of the Investment Manager its allocated
portion of a fixed fee of $50,000 per year, plus $2,500 per meeting attended
($1,000 per meeting attended by telephone) for the Fund, The Lazard Funds,
Inc., Lazard Retirement Series, Inc. and Lazard World Dividend & Income
Fund, Inc. (collectively, the Lazard Funds), each a registered management
investment company advised by the Investment Manager, and reimburses such
Directors for travel and other out of pocket expenses. In addition, the
Chairman of the Audit Committees for the Lazard Funds also receives an annual
fee of $5,000.
21
|
|
Lazard
Global Total Return & Income Fund, Inc.
|
Notes to
Financial Statements (concluded)
|
June 30, 2005
(unaudited)
|
|
6. Securities Transactions and Transactions
with Affiliates
Purchases and sales of portfolio securities (excluding short-term
securities) for the period ended June 30, 2005 were $17,129,300 and $13,318,847,
respectively.
For the period ended June 30, 2005, no brokerage commissions were paid
to affiliates of the Investment Manager or other affiliates of the Fund for
portfolio transactions executed on behalf of the Fund.
7. Line of Credit
The Fund has a $40 million Line of Credit Agreement (the Agreement)
with State Street primarily to use leverage to invest Fund assets in Currency
Investments. The Fund may borrow the lesser of $40 million or 33 1/3% of its Total Leveraged Assets.
Interest on borrowings is payable at Federal Funds rate plus 0.50%, on an
annualized basis. Under the Agreement, the Fund has agreed to pay a 0.10% per
annum fee on the unused portion of the commitment, payable quarterly in
arrears. During the period ended June 30, 2005, the Fund had borrowings under
the Agreement as follows:
|
|
|
|
|
|
Average Daily |
|
Maximum Daily
|
|
Weighted Average
|
|
Loan Balance |
|
Loan Outstanding
|
|
Interest Rate
|
|
|
|
|
|
|
|
$2,950,000
|
|
$5,650,000
|
|
3.461%
|
|
8. Foreign Securities Investment Risks
The Fund invests in
securities of foreign entities and instruments denominated in foreign
currencies which involve risks not typically involved in domestic investments.
Foreign investments carry special risks, such as exposure to currency
fluctuations, less developed or less efficient trading markets, political
instability, a lack of company information, differing auditing and legal
standards and, potentially, less liquidity. The Funds investments in emerging
markets are exposed to additional volatility. The Funds performance will be
influenced by political, social and economic factors affecting emerging
markets. Emerging market countries generally have economic structures that are
less diverse and mature, and political systems that are less stable, than those
of developed countries.
22
The first Annual Meeting of Stockholders was held on April 27, 2005, to
vote on the following proposal. The proposal received the required number of
votes of stockholders and was adopted.
Proposal 1:
To elect the following Directors:
|
|
(a)
|
three Class I
Directors (William Katz, Robert M. Solmson and Charles Carroll) of the Fund,
each to serve for a one-year term expiring at the 2006 Annual Meeting of
Stockholders and until his successor is duly elected and qualified;
|
|
|
(b)
|
two Class II
Directors (Kenneth S. Davidson and Lester Z. Lieberman) of the Fund, each to
serve for a two-year term expiring at the 2007 Annual Meeting of Stockholders
and until his successor is duly elected and qualified; and
|
|
|
(c)
|
three Class III
Directors (John J. Burke, Richard Reiss, Jr. and Norman Eig) of the Fund,
each to serve for a three-year term expiring at the 2008 Annual Meeting of
Stockholders and until his successor is duly elected and qualified.
|
|
|
|
|
|
|
|
For
|
|
Withhold Authority
|
|
|
|
|
|
(a)
|
Class I Directors
|
6,757,898
|
|
68,193
|
(b)
|
Class II Directors
|
6,747,805
|
|
78,286
|
(c)
|
Class III
Directors
|
6,752,455
|
|
73,636
|
23
Unless you elect to receive distributions in cash (i.e., opt-out), all
dividends, including any capital gain distributions, on your Common Stock will
be automatically reinvested by the Plan Agent in additional Common Stock under
the Funds Dividend Reinvestment Plan (the Plan). You may elect not to
participate in the Plan by contacting the Plan Agent. If you do not
participate, you will receive all distributions in cash, paid by check mailed
directly to you by Computershare Shareholder Services, Inc., as dividend
disbursing agent (the Plan Agent).
Under the Plan, the number of shares of Common Stock you will receive
will be determined on the dividend or distribution payment date, as follows:
|
|
(1)
|
If the Common
Stock is trading at or above net asset value at the time of valuation, the
Fund will issue new shares at a price equal to the greater of (i) net asset
value per Common Share on that date or (ii) 95% of the Common Stocks market
price on that date.
|
|
|
(2)
|
If the Common
Stock is trading below net asset value at the time of valuation, the Plan
Agent will receive the dividend or distribution in cash and will purchase
Common Stock in the open market, on the NYSE or elsewhere, for the
participants accounts. It is possible that the market price for the Common
Stock may increase before the Plan Agent has completed its purchases.
Therefore, the average purchase price per share paid by the Plan Agent may
exceed the market price at the time of valuation, resulting in the purchase
of fewer shares than if the dividend or distribution had been paid in Common
Stock issued by the Fund. The Plan Agent will use all dividends and
distributions received in cash to purchase Common Stock in the open market
within 30 days of the valuation date. Interest will not be paid on any
uninvested cash payments.
|
You may withdraw from the Plan at any time by giving written notice to
the Plan Agent. If you withdraw or the Plan is terminated, you will receive
whole shares in your account under the Plan and you will receive a cash payment
for any fraction of a share in your account. If you wish, the Plan Agent will
sell your shares and send you the proceeds, minus a $15 service fee plus $0.12
per share being liquidated (for processing and brokerage expenses).
The Plan Agent maintains all stockholders accounts in the Plan and
gives written confirmation of all transactions in the accounts, including
information you may need for tax records. Shares of Common Stock in your
account will be held by the Plan Agent in non-certificated form. Any proxy you
receive will include all Common Stock you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or
distribution in Common Stock. However, all participants will pay a pro rata
share of brokerage commissions incurred by the Plan Agent when it makes open
market purchases.
Automatically reinvesting dividends and distributions does not mean
that you do not have to pay income taxes due upon receiving dividends and distributions.
If you hold your Common Stock with a brokerage firm that does not
participate in the Plan, you will not be able to participate in the Plan and
any dividend reinvestment may be effected on different terms than those
described above. Consult your financial advisor for more information.
The Fund reserves the right to amend or terminate the Plan if, in the
judgment of the Board of Directors, the change is warranted. There is no direct
service charge to participants in the Plan (other than the service charge when
you direct the Plan Agent to sell your Common Stock held in a dividend reinvest
account); however, the Fund reserves the right to amend the Plan to include a
service charge payable by the participants. Additional information about the Plan
may be obtained from the Plan Agent at P.O. Box 43010, Providence, Rhode Island
02940-3010.
24
|
|
Lazard Global Total Return & Income Fund, Inc.
|
Board of
Directors and Officers Information
|
(unaudited)
|
|
|
|
|
Name (Age)
Address(1) |
Position(s) and Term
with the Fund(2) |
Principal Occupation(s) During Past
5 Years
and Other Directorships Held |
|
|
|
Class I Directors with Term Expiring
in 2006 |
|
Independent
Directors:
|
|
|
|
|
|
William Katz (50)
|
Director
|
Retired President and Chief
Executive Officer, BBDO New York, an advertising agency; Retired Director,
BBDO Worldwide.
|
|
|
|
Robert M. Solmson (57)
|
Director
|
Former Chief Executive
Officer and Chairman, RFS Hotel Investors, Inc.; Director, Lazard Alternative
Strategies Fund, LLC; Director, Colonial Williamsburg Co.; Former Director,
Morgan Keegan, Inc.; Former Director, Independent Bank, Memphis.
|
|
|
|
Interested
Director(3):
|
|
|
|
|
|
Charles Carroll (44)
|
Director and President
|
Deputy Chairman and Head of
Global Marketing of the Investment Manager.
|
|
|
|
Class II Directors with Term Expiring
in 2007
|
|
Independent
Directors:
|
|
|
|
|
|
Kenneth S. Davidson (60)
|
Director
|
President, Davidson Capital
Management Corporation; Trustee, The Juilliard School; Chairman of the Board,
Bridgehampton Chamber Music Festival; Trustee, American Friends of the
National Gallery/London.
|
|
|
|
Lester Z. Lieberman (75)
|
Director
|
Private Investor; Chairman,
Healthcare Foundation of NJ; Director, Cives Steel Co.; Director, Northside
Power Transmission Co.; Advisory Trustee, New Jersey Medical School;
Director, Public Health Research Institute; Trustee Emeritus, Clarkson
University; Council of Trustees, New Jersey Performing Arts Center.
|
|
|
|
Interested
Director(3):
|
|
|
|
|
|
Ashish Bhutani (45)
|
Director
|
Chief Executive Officer of
the Investment Manager since march 2004; previously Head of New Products
and Strategic Planning of Lazard from June 2003 to March 2004; Co-Chief
Executive Officer North America of Dresdner Kleinwort Wasserstein from 2001
to end of 2002, and was a member of its Global Corporate and Markets Board
and the Global Executive Committee; Deputy Chairman of Wassenstein Perella
Group from 1989 to 2001 and Chief Executive Officer of Wasserstein Perella
Securities from 1995 to 2001.
|
|
|
|
Class III Directors with Term Expiring
in 2008
|
|
Independent
Directors:
|
|
|
|
|
|
John J. Burke (77)
|
Director
|
Lawyer and Private
Investor; Director, Lazard Alternative Strategies Fund, LLC; Director,
Pacific Steel & Recycling; Director, Sletten Construction Company;
Trustee Emeritus, The University of Montana Foundation.
|
|
|
|
Richard Reiss, Jr. (61)
|
Director
|
Chairman, Georgica Advisors
LLC, an investment manager; Director, Lazard Alternative Strategies Fund,
LLC; Director, OCharleys, Inc., a restaurant chain.
|
|
|
|
Interested
Director(3):
|
|
|
|
|
|
Norman Eig (64)
|
Chairman of the Board
|
Private Investor; Senior
Adviser of the Investment Manager from January 2005 to April 2005; Chairman
of the Investment Manager from March 2004 to January 2005; previously
Co-Chief Executive Officer of the Investment Manager and Member of the
Management Committee of Lazard.
|
|
|
(1)
|
The address of each
Director is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New
York 10112-6300.
|
(2)
|
Each Director became a
Director in February 2004, except that Mr. Solmson became a director in
September 2004, Mr. Carroll became Director and President in June 2004 and Mr.
Bhutani became a Director in July 2005, and serves as a Director for each of
the Lazard Funds (total comprised of 19 investment portfolios).
|
(3)
|
Mr. Eig, Mr. Carroll and
Mr. Bhutani are interested persons (as defined in the Act) of the Fund
(Interested Directors) because of their positions, or former position in
the case of Mr. Eig, with the Investment Manager.
|
The Funds Statement of
Additional Information contains further information about the Directors and is
available without charge by calling 800-828-5548.
25
|
|
Lazard Global
Total Return & Income Fund, Inc.
|
Board of
Directors and Officers Information (concluded)
|
(unaudited)
|
|
|
|
|
Name (Age)
Address(1) |
Position(s) and Term
with the Fund(2) |
Principal Occupation(s) During Past
5 Years |
|
|
|
Officers: |
|
|
|
|
|
Nathan A. Paul (32)
|
Vice President and
Secretary
|
Managing Director and
General Counsel of the Investment Manager; Associate at Schulte Roth &
Zabel LLP, a law firm, from September 1997 to October 2000.
|
|
|
|
John H. Blevins (40)
|
Chief Compliance
Officer
|
Senior Vice President and
Chief Compliance Officer of the Investment Manager; Director of Compliance
for North America, Citi Asset Management Group, from November 1999 to July
2000.
|
|
|
|
Stephen St. Clair (46)
|
Treasurer
|
Vice President of the
Investment Manager.
|
|
|
|
Brian D. Simon (43)
|
Assistant Secretary
|
Director of Legal Affairs
of the Investment Manager; Vice President, Law & Regulation at J. &
W. Seligman & Co., from July 1999 to October 2002.
|
|
|
|
David A. Kurzweil (31)
|
Assistant Secretary
|
Vice President of the
Investment Manager; Associate at Kirkpatrick & Lockhart LLP, a law firm,
from August 1999 to January 2003.
|
|
|
|
Cesar A. Trelles (30)
|
Assistant Treasurer
|
Fund Administration Manager
of the Investment Manager; Manager for Mutual Fund Finance Group at UBS
Global Asset Management, from August 1998 to August 2004.
|
|
|
(1)
|
The address of each officer
is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York
10112-6300.
|
(2)
|
Each officer became an
officer in February 2004, except that Mr. Blevins became an officer in
September 2004 and Mr. Trelles became an officer in December 2004, and serves
for an indefinite term, until his successor is elected and qualified. Each
officer serves in the same capacity for the other Lazard Funds.
|
26
|
|
Lazard Global
Total Return & Income Fund, Inc.
|
Other
Information
|
(unaudited)
|
|
Proxy Voting
A description
of the policies and procedures that the Fund uses to determine how to vote
proxies relating to its portfolio securities is available (1) without charge,
upon request, by calling (800) 823-6300 or (2) on the Securities and Exchange
Commission (the SEC) website at www.sec.gov.
The Funds
proxy voting record for the most recent 12-month period ended June 30 is
available (1) without charge, upon request, by calling (800) 823-6300 or (2) on
the SECs website at www.sec.gov. Information as of June 30 each year will
generally be available by the following August 31.
Form N-Q
The Fund files
a complete schedule of its portfolio holdings for the first and third quarters
of its fiscal year with the SEC on Form N-Q. The Funds Form N-Q is available
on the SECs website at www.sec.gov and may be reviewed and copied at the SECs
Public Reference Room in Washington, DC. Information on the operation of the
SECs Public Reference Room may be obtained by calling 1-800-SEC-0330.
Board Consideration of Management Agreements
At the meeting
of the Funds Board of Directors held on February 15, 2005, the Board
considered the approval of a new Management Agreement between the Fund and the
Investment Manager (the New Management Agreement) as a result of the initial
public offering of securities of a parent company of the Investment Manager and
other related changes in the structure of the Lazard organization which
occurred on May 5, 2005 (the Restructuring). The Directors who are not
interested persons (as defined in the Act) of the Fund (the Independent
Directors) were assisted in their review by independent legal counsel and met
with counsel in executive session separate from representatives of the
Investment Manager. Shareholders approved the New Management Agreement on
August 11, 2005.
At a meeting
of the Funds Board of Directors held on April 19, 2005, the Board considered
the approval of the Interim Management Agreement under conclusions and
determinations substantially identical to those described below for the New
Management Agreement, largely by reference to information presented and
discussed at the Board meeting on February 15, 2005 supporting the same
conclusions and determinations for the Interim Management Agreement.
Representatives of the Investment Manager had confirmed for the Board that
there had been no significant changes in referenced information, and the Board
confirmed its understanding of the application of this information.
Services Provided
Representatives
of the Investment Manager gave a presentation to the Board about the nature,
extent and quality of services that the Investment Manager provides the Fund,
including a brief discussion of the Investment Manager and its clients (of
which the Fund comprised approximately $300 million (leveraged) of the
approximately $76 billion of total assets then under management by the
Investment Manager and its global affiliates) and outlining the Investment
Managers global structure, including technology and operational support, all
of which provide realized benefits through investment in the Investment
Managers investment advisory business. The Directors agreed that the Fund
benefits from all of the services of the Investment Managers global platforms,
and that such services would be different than those provided to a $4 billion
fund complex such as that of the Fund and the other Lazard registered
investment companies. The representatives of the Investment Manager reviewed
the Funds market price performance, market discount to net asset value and
trading activity.
The Directors
discussed the nature, extent and quality of the services provided by the
Investment Manager to the Fund. The Directors considered the various services
provided by the Investment Manager to the Fund and considered the Investment
Managers research and portfolio management capabilities and that the
Investment Manager also provides oversight of day-to-day operations of the
Fund, including fund accounting and administration and assistance in meeting
legal and regulatory requirements. The Directors also considered the Investment
Managers extensive administrative, accounting and compliance infrastructure.
Restructuring
The Directors
assessed the implications of the Restructuring for the Investment Manager and
its ability to continue to provide services to the Fund of the same scope and
quality as are currently provided. In particular, the Board inquired as to the
27
|
|
Lazard Global Total Return & Income Fund, Inc.
|
Other
Information (continued)
|
(unaudited)
|
|
impact of the
Restructuring on the Investment Managers personnel, management, facilities and
financial capabilities, and received assurances in this regard from senior
management of the Investment Manager that the Restructuring would not adversely
affect the Investment Managers ability to fulfill its obligations under the
New Management Agreement, and to operate its business in a manner consistent
with past practices. The Board also considered that the New Management
Agreement, and the fees paid thereunder, are substantively identical in all
respects to the previous management agreement between the Fund and the
Investment Manager (the Previous Management Agreement), except for the time
periods covered by the agreements.
Comparative Performance and Fees and Expenses
The Directors
reviewed and placed significant emphasis on the relative performance and
advisory fees and expense ratio for the Fund, including comparative fee
information prepared by Lipper.
The Directors
noted that the Funds performance is above that of its benchmark index. The
Directors also discussed the advisory fees and current expense ratio for the
Fund, which were proposed to be the same under the New Management Agreement as
under the Previous Management Agreement, and it was noted that they are
generally within the median ranges of the Funds comparison group. An extended
discussion of the fees to be charged and services to be provided under the New
Management Agreement ensued. The Directors considered and evaluated the
performance and expense ratio of the Fund. They agreed with the Investment
Managers characterization of the Funds performance and the expense ratio
compared to the Funds comparison group, and agreed that the fees charged were
reasonable in light of the services provided by the Investment Manager and the
Funds overall performance.
The Directors
also considered the Investment Managers other accounts managed in the Investment
Managers global equity strategy or emerging income strategy, the Funds
investment strategies (Similar Accounts). The Directors discussed the fee
paid to the Investment Manager compared to the fee paid to the Investment
Manager by Similar Accounts. The Directors also reviewed the nature of the
Similar Accounts and the differences, from the Investment Managers
perspective, in management of the different types of Similar Accounts as
compared to management of the Fund and the differences in managing an account
in a single strategy as compared to pursuing an investment objective with two
separate strategies. The Directors considered the relevance of the fee
information provided for Similar Accounts managed by the Investment Manager to
evaluate the appropriateness and reasonableness of the Funds advisory fee. A
discussion ensued, as a consequence of which the Board recognized that any
differences in fees paid by Similar Accounts was consistent with the
differences in the services provided and in the application of the strategies.
Fee Calculation
The Board was
reminded of the method of calculating the Funds management fee and considered
that the method of calculation of management fees based on the Funds Total
Leveraged Assets, pursuant to which the management fee borne by stockholders
will increase to the extent the Investment Manager makes Currency Investments
by incurring Financial Leverage rather than reducing the percentage of Net
Assets invested in Global Equity Investments for the purposes of making
Currency Investments, and considered the advantages of increased investment
exposure through Financial Leverage. The Board considered the economic
equivalence, and the similarities, from an investment management perspective,
of Currency Investments (1) made with Currency Commitments and (2) made with
the proceeds of Borrowings.
Representatives
of the Investment Manager noted, and the Board considered, (1) that this method
of calculating management fees is different than the way closed-end investment
companies typically calculate management fees, (2) that traditionally
closed-end funds calculate management fees based on Net Assets plus Borrowings
(excluding Financial Leverage obtained through Currency Commitments), and (3)
that the Investment Managers fee would be lower if its fee were calculated
only on Net Assets plus Borrowings, because the Investment Manager would not
earn fees on Currency Investments made with Currency Commitments (forward
currency contracts or other derivative instruments whose value is derived from
the performance of an underlying emerging market currency). The Board
considered that the Investment Managers fee is different because the Funds
leverage strategy is different than the leverage strategy employed by many
other closed-end investment companies that although the Fund may employ
Borrowings in making Currency Investments, the Funds leverage strategy relies
primarily on Currency Commitments rather than relying exclusively on borrowing
money and/or issuing preferred stock, as for most closed-end investment
companies. The Board discussed and considered the Funds use of Currency
Commitments for leverage (rather than relying exclusively on borrowing money
and/or issuing preferred stock) and
28
|
|
Lazard Global Total Return & Income Fund, Inc.
|
Other
Information (continued)
|
(unaudited)
|
|
the Investment
Managers belief that forward currency contracts, or other derivative
instruments whose value is derived from the performance of an underlying
emerging market currency, often offer a more attractive way to gain exposure to
emerging market interest rate opportunities and currencies than investments in
debt obligations and the fact that there might not be a viable debt market in
certain emerging market countries. The Board also discussed the Investment
Managers view that foreign currency contracts present less counterparty and
custody risks. The Board discussed and considered the Investment Managers
extensive expertise with these instruments, as discussed in detail in previous meetings
concerning the Previous Management Agreement.
The Investment
Manager representatives reminded the Directors of the procedures that the
Investment Manager had agreed to adopt for the Previous Management Agreement in
order to evaluate possible conflicts of interest that may arise from the fee
calculation methodology, including: (1) no less frequently than monthly,
decisions regarding the amount of the Funds allocation to Currency Investments
must be reviewed by a Managing Director of the Investment Manager not involved
in the decision-making process and the Funds Chief Compliance Officer, and
that such review be documented to include the basis therefor, documentation to
be retained for six years, the first two years in an easily accessible place,
(2) the Investment Manager must provide the Board with a quarterly report
regarding these decisions and the reasons therefor and (3) the Investment
Manager must deliver a quarterly certification to the Board, signed by a
Managing Director of the Investment Manager and the Funds Chief Compliance
Officer, that the procedures had been complied with during the previous
quarter. The Investment Manager representatives stated that such procedures had
been followed under the Previous Management Agreement, and that the Investment
Manager would continue to follow those procedures.
Investment Manager Profitability and Economies of Scale
The Directors
reviewed information prepared by the Investment Manager for the Fund concerning
the costs to and profits realized by the Investment Manager and its affiliates
resulting from the Previous Management Agreement, reviewing the dollar amount
of expenses allocated and profit received by the Investment Manager and the
method used to determine such expenses and profit. The representatives of the
Investment Manager stated that neither the Investment Manager nor its
affiliates, including Lazard, receive any significant indirect benefits from
managing the Fund. The Investment Managers representatives stated that Lazard
had not been used during the fiscal period ended December 31, 2004 for
brokerage purposes for the Fund. The Investment Managers representatives noted
that the Investment Manager does obtain soft dollar research, as reviewed by
the Board each quarter. The Directors agreed that the information provided
substantiated statements of the Investment Manager representatives.
It was noted
that the profitability percentage for the Fund was within ranges determined by
appropriate court cases not to be so disproportionately large that it bore no
reasonable relationship to the services rendered and, given the overall
performance and generally superior service levels, was thought not to be
excessive, and the Board concurred with this analysis.
The Directors
considered the Investment Managers estimated profitability with respect to the
Fund under the Previous Management Agreement as part of their evaluation of
whether the Funds fee under the New Management Agreement bears a reasonable
relationship to the mix of services provided by the Investment Manager,
including the nature, extent and quality of such services. The Directors
evaluated the costs of the services to be provided and profits expected to be
realized by the Investment Manager and its affiliates from the relationship
with the Fund in light of the relevant circumstances. It was noted that a
discussion of economies of scale should be predicated on increasing assets and
that because the Fund is a closed-end fund without daily inflows and outflows
of capital there were not at this time significant economies of scale to be
realized by the Investment Manager in managing the Funds assets. The Directors
also considered potential benefits to the Investment Manager and its affiliates
from the Investment Manager acting as investment adviser to the Fund.
At the
conclusion of these discussions, each of the Independent Directors expressed
the opinion that he had been furnished with sufficient information to make an
informed business decision with respect to approval of the New Management
Agreement. Based on its discussions and considerations as described above, the
Board made the following conclusions and determinations.
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The Board
concluded that the nature, extent and quality of the services provided by the
Investment Manager are adequate and appropriate, especially including the
benefits of advisory and research services associated with a $76 billion
asset management business.
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29
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Lazard Global Total Return & Income Fund, Inc.
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Other
Information (concluded)
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(unaudited)
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The Board
determined that the Restructuring of the Investment Managers parent
companies would not be a detriment to the Investment Managers ability to
continue to provide services to the Fund of the same scope and quality as
provided under the Previous Management Agreement, and that the Restructuring
would not adversely affect the Investment Managers ability to fulfill its
obligations under the New Management Agreement, and to operate its business
in a manner consistent with past practices.
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The Board was
satisfied with the Funds overall performance.
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The Board
concluded that the Funds fee paid to the Investment Manager, which was
proposed to be the same under the New Management Agreement as under the
Previous Management Agreement, was reasonable in light of comparative
performance and expense and advisory fee information, costs of the services
provided and profits to be realized and benefits derived or to be derived by
the Investment Manager from the relationship with the Fund.
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The Board
determined that there were not at this time significant economies of scale to
be realized by the Investment Manager managing the Funds assets and that, to
the extent that material economies of scale had not been shared with the
Fund, the Board would seek to do so.
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The Board
considered these conclusions and determinations and, without any one factor
being dispositive, determined that approval of the New Management Agreement,
including the fee calculation methodology based on Total Leveraged Assets, was
in the best interests of the Fund and its stockholders.
30
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Lazard Global Total Return & Income Fund, Inc.
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-828-5548
http://www.LazardNet.com
Investment Manager
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-823-6300
Custodian
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Transfer Agent and Registrar
EquiServe Trust Company, N.A.
P.O Box 43010
Providence, Rhode Island 02940-3010
Dividend Disbursing Agent
Computershare Shareholder Services, Inc.
P.O Box 43010
Providence, Rhode Island 02940-3010
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281-1414
Legal Counsel
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
http://www.stroock.com
This report is
intended only for the information of stockholders or those who have received
the current prospectus covering shares of Common Stock of Lazard Global Total
Return & Income Fund, Inc. which contains information about management fees
and other costs.
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Lazard Asset
Management LLC
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30
Rockefeller Plaza
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www.LazardNet.com
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New York, NY
10112-6300
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ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND
PROCEDURES FOR CLOSED END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Registrant has a Nominating Committee (the "Committee") of the Board of Directors (the "Board"), which is currently comprised of all of the Directors who are not "interested persons" (as defined in the Investment
Company Act of 1940, as amended) of the Registrant. The Committee's function is to select and nominate candidates for election to the Board. The Committee will consider recommendations for nominees from stockholders sent to the Secretary of the
Registrant, 30 Rockefeller Plaza, New York, New York 10112. Nominations may be submitted only by a stockholder
or group of stockholders that, individually or as a group, has beneficially owned the lesser of (a) 1% of the Registrant's outstanding shares or (b) $500,000 of the Registrant's shares (calculated at market value)
for at least one year prior to the date such stockholder or group submits a candidate for nomination. Not more than one nominee for Director may be submitted by such a stockholder or group each calendar year.
In evaluating potential nominees, including any nominees recommended by stockholders, the Committee takes into consideration the factors listed in the Nominating Committee Procedures and Charter, including character
and integrity, business and professional experience, and whether the Committee believes that the person has the ability to apply sound and independent business judgment and would act in the interests of the Registrant and its stockholders. 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 Committee. A nomination submission must be received not less than 120 calendar days before the date of the Registrant's proxy statement released to stockholders in connection with the previous
year's annual meeting.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date
of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required
time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
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(a) (1) |
Not applicable. |
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(a) (2) |
Certifications of
principal executive and principal financial officers as required by Rule
30a-2(a) under the Investment Company
Act of 1940. |
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(a) (3) |
Not applicable. |
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(b) |
Certifications of
principal executive and principal financial officers as required by Rule
30a-2(b) under the Investment Company Act of 1940. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lazard Global Total Return and Income Fund, Inc.
By
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/s/ Charles Carroll
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Charles Carroll |
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Chief Executive Officer
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Date
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September 2, 2005
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
By |
/s/ Charles Carroll |
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Charles Carroll |
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Chief Executive Officer |
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Date |
September 2, 2005 |
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By |
/s/ Stephen St. Clair |
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Stephen St. Clair |
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Chief Financial Officer |
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Date |
September 2, 2005 |
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