SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check PreliminaryiProxyoStatement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
----------------------------------------------------------------------
(Name of Registrants as Specified in Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrants)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ______
(2) Aggregate number of securities to which transaction applies:__________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined): ______________________________________
(4) Proposed maximum aggregate value of transaction:______________________
(5) Total fee paid: ______________________________________________________
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:_____________________________________
(2) Form, schedule or registration statement no.:_______________
(3) Filing party:_______________________________________________
(4) Date filed: ________________________________________________
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
March 20, 2006
Dear Stockholder:
You are cordially invited to attend the first Annual Meeting of
Stockholders of Lazard World Dividend & Income Fund, Inc. ("LOR") and the Annual
Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc.
("LGI" and together with LOR, the "Funds") to be held at 30 Rockefeller Plaza,
58th Floor, New York, New York 10112, on Wednesday, April 26, 2006, at 3:00 p.m.
In addition to voting on the relevant proposals described in the Notice of
Annual Meeting of Stockholders, you will have an opportunity to hear a report on
your Fund and to discuss other matters of interest to you as a stockholder.
Whether or not you plan to attend, please complete, date, sign and mail the
enclosed proxy card to assure that your shares are represented at the meeting.
Sincerely,
Charles Carroll
President
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
--------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2006
--------------------------------------------------------
The first Annual Meeting of Stockholders of Lazard World Dividend & Income
Fund, Inc. ("LOR") and the Annual Meeting of Lazard Global Total Return and
Income Fund, Inc. ("LGI" and together with LOR, the "Funds"), each a Maryland
corporation, will be held at 30 Rockefeller Plaza, 58th Floor, New York, New
York 10112, on Wednesday, April 26, 2006, at 3:00 p.m. (the "Annual Meeting") to
consider the following proposals:
ELECTION OF THE FOLLOWING DIRECTORS FOR LOR:
o two Class I Directors of LOR, each to serve for a one-year term
expiring at the 2007 Annual Meeting and until his successor is duly
elected and qualified;
o two Class II Directors of LOR, each to serve for a two-year term
expiring at the 2008 Annual Meeting and until his successor is duly
elected and qualified; and
o three Class III Directors of LOR, each to serve for a three-year term
expiring at the 2009 Annual Meeting and until his successor is duly
elected and qualified;
ELECTION OF THE FOLLOWING DIRECTORS FOR LGI:
o two Class I Directors of LGI, each to serve for a three-year term
expiring at the 2009 Annual Meeting and until his successor is duly
elected and qualified;
o one Class III Director of LGI, to serve for a two-year term expiring
at the 2008 Annual Meeting and until his successor is duly elected and
qualified; and
FOR EACH FUND:
To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
The close of business on March 14, 2006 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND(S). Whether or not you expect to be present at the Annual Meeting, please
complete and sign the enclosed proxy card and return it promptly in the enclosed
envelope, which needs no postage if mailed in the United States. If you desire
to vote in person at the Annual Meeting, you may revoke your proxy.
By Order of the Boards of Directors
Nathan A. Paul
Secretary
March 20, 2006
New York, New York
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
--------------------------------------------------------
COMBINED PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 2006
--------------------------------------------------------
This Combined Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of each of Lazard
World Dividend & Income Fund, Inc. ("LOR") and Lazard Global Total Return and
Income Fund, Inc. ("LGI" and together with LOR, the "Funds"), each a Maryland
corporation, for use at each Fund's Annual Meeting of Stockholders (the "Annual
Meeting") to be held at 30 Rockefeller Plaza, 58th Floor, New York, New York
10112, on Wednesday, April 26, 2006, at 3:00 p.m., and at any and all
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting dated March 20, 2006. Each Fund is a closed-end investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
ALTHOUGH EACH FUND IS A SEPARATE INVESTMENT COMPANY THAT EACH HOLDS AN
ANNUAL MEETING OF STOCKHOLDERS, THE FUNDS' PROXY STATEMENTS HAVE BEEN COMBINED
INTO THIS COMBINED PROXY STATEMENT TO REDUCE EXPENSES TO THE FUNDS OF SOLICITING
PROXIES FOR THE ANNUAL MEETING.
This Combined Proxy Statement and the accompanying Notice of Annual Meeting
and forms of proxy were sent to stockholders on or about March 20, 2006. Each
Board of Directors has fixed the close of business on March 14, 2006 as the
record date (the "Record Date") for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. As of the Record Date, 6,745,237
shares of LOR's Common Stock and 9,605,237 shares of LGI's Common Stock were
issued and outstanding. Stockholders are entitled to one vote for each Fund
share held and fractional votes for each fractional Fund share held.
Stockholders can vote only on matters affecting the Fund(s) in which they hold
shares. Because the proposals in the Notice of Annual Meeting are separate for
each Fund, it is essential that stockholders who own shares in both Funds
complete, date, sign and return EACH proxy card they receive.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Annual Meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon. Executed and returned proxies
that are unmarked will be voted FOR the proposals and in the discretion of the
persons named as proxies in connection with any other matter which may properly
come before the Annual Meeting or any adjournment thereof. The Boards of
Directors do not know of any matters to be considered at the Annual Meeting
other than the matters described in the Notice of Annual Meeting and this
Combined Proxy Statement. A stockholder may revoke his or her proxy by appearing
at the Annual Meeting and voting in person, or by giving written notice of such
revocation to the Secretary of the Funds or by returning a later-dated proxy
before the Annual Meeting.
The presence in person or by proxy of stockholders of a Fund entitled to
cast at least a majority of the votes entitled to be cast shall constitute a
quorum ("Quorum") for that Fund's Annual Meeting. If a Quorum is not present at
the Annual Meeting, or if a Quorum is present but sufficient votes to approve a
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Annual Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentages of favorable
votes actually cast and the nature of any further solicitation. Any adjournment
will require the affirmative vote of a majority of those shares that are
represented at the Annual Meeting in person or by proxy. Shares represented by
properly executed proxies with respect to which a vote is withheld or a broker
does not vote will be treated as shares that are present and entitled to vote
for purposes of determining a Quorum, but will not constitute a vote "for" a
proposal.
In addition to soliciting proxies by mail, each Fund's officers or
employees of the Funds' investment adviser may solicit proxies by telephone or
in person. The costs of proxy solicitation and expenses incurred in connection
with preparing this Combined Proxy Statement and its enclosures will be paid for
by the Funds.
THE INVESTMENT ADVISER
Lazard Asset Management LLC ("LAM"), with its principal office located at
30 Rockefeller Plaza, New York, New York 10112-6300 serves as the investment
adviser to the Funds.
--------------------------------------------------------
PROPOSAL TO ELECT DIRECTORS FOR LOR
--------------------------------------------------------
Stockholders of LOR are being asked to elect all Directors at this first
Annual Meeting. LOR's Certificate of Incorporation provides for three classes of
Directors with overlapping three-year terms and for all Directors to be proposed
for election by stockholders at the first annual meeting. All stockholders will
vote for all the nominees for Director. The number of Directors currently is
seven, proposed to be divided into the three classes with each Director serving
until the annual meeting of stockholders in the year listed below and until his
successor is duly elected and qualified:
CLASS I, WITH TERM EXPIRING IN 2007
Robert M. Solmson
Charles Carroll
CLASS II, WITH TERM EXPIRING IN 2008
Kenneth S. Davidson
Lester Z. Lieberman
CLASS III, WITH TERM EXPIRING IN 2009
John J. Burke
Richard Reiss, Jr.
Ashish Bhutani
Each nominee has agreed to continue to serve as a Director if elected. If
any of these nominees is not available for election at the time of the Annual
Meeting, the persons named as proxies will vote for such substitute nominee as
the Board of Directors may recommend. Each of the nominees was first nominated
by the Nominating Committee of LOR's Board of Directors, consisting of the five
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund or LAM ("Independent Directors"), each of whom also is a nominee. The Board
of Directors of LOR, including all of the Independent Directors, unanimously
proposed all of the nominees for election at this Annual Meeting.
--------------------------------------------------------
PROPOSAL TO ELECT DIRECTORS FOR LGI
--------------------------------------------------------
The current Directors of LGI are the same as the nominees listed above for
LOR (all of which currently are serving as Directors for each Fund).
Stockholders of LGI are being asked to elect three of these Directors at the
Annual Meeting. LGI's Certificate of Incorporation provides for three classes of
Directors with overlapping three-year terms. The number of Directors currently
is seven. Nominees for Director are LGI's two Class I Directors with terms
expiring at this Annual Meeting and a Class III Director not previously elected
by stockholders. All stockholders will vote for all the nominees for Director.
Each Director nominee would serve until the annual meeting of stockholders in
the year listed below and until his successor is duly elected and qualified:
3
CLASS I, WITH TERM EXPIRING IN 2009
Robert M. Solmson
Charles Carroll
CLASS III, WITH TERM EXPIRING IN 2008
Ashish Bhutani
Each nominee has agreed to continue to serve as a Director if elected. If
any of these nominees is not available for election at the time of the Annual
Meeting, the persons named as proxies will vote for such substitute nominee as
the Board of Directors may recommend. Each of the nominees was first nominated
by the Nominating Committee of LGI's Board of Directors, consisting of the five
Independent Directors, one of whom also is a nominee. The Board of Directors of
LGI, including all of the Independent Directors, unanimously proposed all of the
nominees for election at this Annual Meeting.
* * *
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR FOR EACH FUND AND CONTINUING
DIRECTORS FOR LGI
Set forth below is the name and certain biographical and other information
for the nominees for Director as reported to the Funds by each nominee for
Director and each continuing Director:
CLASS I INDEPENDENT DIRECTOR -- NOMINEE FOR DIRECTOR FOR LOR WITH TERM EXPIRING
IN 2007 AND NOMINEE FOR DIRECTOR FOR LGI WITH TERM EXPIRING IN 2009
NAME (AGE) PRINCIPAL OCCUPATION(S)
POSITION WITH THE FUNDS DURING THE PAST OTHER
ADDRESS(1) (SINCE) FIVE YEARS DIRECTORSHIPS HELD(2)
--------------------------- --------------------------------- -----------------------------
ROBERT M. SOLMSON (58) Former Chief Executive Officer Director; Lazard Alternative
Director and Chairman, RFS Hotel Strategies Fund, LLC;
(LOR - April 2005 Investors, Inc; Former Director, Director, Colonial
LGI - September 2004) Morgan Keegan & Co., Inc.; Williamsburg Co.
Former Director, Independent
Bank, Memphis
CLASS I INTERESTED DIRECTOR(3) -- NOMINEE FOR DIRECTOR FOR LOR WITH TERM
EXPIRING IN 2007 AND NOMINEE FOR DIRECTOR FOR LGI WITH TERM EXPIRING IN 2009
NAME (AGE) PRINCIPAL OCCUPATION(S)
POSITION WITH THE FUNDS DURING THE PAST OTHER
ADDRESS(1) (SINCE) FIVE YEARS DIRECTORSHIPS HELD(2)
--------------------------- --------------------------------- -----------------------------
CHARLES CARROLL (45) Deputy Chairman and Head of None
Chief Executive Officer, Global Marketing of LAM
President and Director
(LOR - April 2005
LGI - June 2004)
4
CLASS II INDEPENDENT DIRECTORS -- NOMINEES FOR DIRECTORS FOR LOR WITH TERMS
EXPIRING IN 2008 AND CONTINUING DIRECTORS FOR LGI WITH TERMS EXPIRING IN 2007
NAME (AGE) PRINCIPAL OCCUPATION(S)
POSITION WITH THE FUNDS DURING THE PAST OTHER
ADDRESS(1) (SINCE) FIVE YEARS DIRECTORSHIPS HELD(2)
--------------------------- --------------------------------- -----------------------------
KENNETH S. DAVIDSON (61) President, Davidson Capital Trustee, The Julliard School;
Director Management Corporation; Chairman of the Board,
(LOR - April 2005 President, Aquiline Advisors LLC Bridgehampton Chamber
LGI - February 2004) Music Festival; Trustee,
American Friends of the
National Gallery/London
LESTER Z. LIEBERMAN (75) Private Investor Chairman, Healthcare
Director Foundation of New Jersey;
(LOR - April 2005 Director, Cives Steel Co.;
LGI - February 2004) 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
CLASS III INDEPENDENT DIRECTORS-- NOMINEES FOR DIRECTOR FOR LOR WITH TERMS
EXPIRING IN 2009 AND CONTINUING DIRECTORS FOR LGI WITH TERMS EXPIRING IN 2008
NAME (AGE) PRINCIPAL OCCUPATION(S)
POSITION WITH THE FUNDS DURING THE PAST OTHER
ADDRESS(1) (SINCE) FIVE YEARS DIRECTORSHIPS HELD(2)
--------------------------- --------------------------------- -----------------------------
JOHN J. BURKE (77) Lawyer and Private Investor Director, Lazard Alternative
Director Strategies Fund, LLC;
(LOR - April 2005 Director, Pacific Steel &
LGI - February 2004) Recycling; Director, Sletten
Construction Company;
Trustee Emeritus, The
University of Montana
Foundation
RICHARD REISS, JR. (62) Chairman, Georgica Advisors Director, Lazard Alternative
Director LLC, an investment manager Strategies Fund, LLC;
(LOR - April 2005 Director, O'Charley's, Inc., a
LGI - February 2004) restaurant chain
5
CLASS III INTERESTED DIRECTOR(3) - NOMINEE FOR DIRECTOR FOR LOR WITH TERM
EXPIRING IN 2009 AND NOMINEE FOR DIRECTOR FOR LGI WITH TERM EXPIRING IN 2008
NAME (AGE) PRINCIPAL OCCUPATION(S)
POSITION WITH THE FUNDS DURING THE PAST OTHER
ADDRESS(1) (SINCE) FIVE YEARS DIRECTORSHIPS HELD(2)
--------------------------- --------------------------------- -----------------------------
ASHISH BHUTANI (45) Chief Executive Officer of LAM; None
Director from 2001 to December 2002,
(LOR - July 2005 Co-Chief Executive Officer
LGI - July 2005) North America of Dresdner
Kleinwort Wasserstein and
member of its Global Corporate
and Markets Board and the
Global Executive Committee;
from 1995 to 2001, Chief
Executive Officer of Wasserstein
Perella Securities; and from
1989 to 2001, Deputy Chairman
of Wasserstein Perella Group
--------------
(1) The address of each Director is Lazard Asset Management LLC, 30 Rockefeller
Plaza, New York, New York 10112.
(2) Each Director also serves as a Director of The Lazard Funds, Inc. ("LFI")
and Lazard Retirement Series, Inc. ("LRS"), two open-end registered
management investment companies (LFI and LRS, collectively with the Funds,
comprised of 24 investment portfolios, the "Lazard Funds").
(3) Mr. Carroll and Mr. Bhutani are "interested persons" (as defined in the
1940 Act) of the Funds ("Interested Directors") because of their positions
with LAM.
In addition to Mr. Carroll, the Funds' other executive officers are Nathan
A. Paul, Stephen St. Clair, Brian D. Simon, David A. Kurzweil, John H. Blevins
and Cesar Trelles. Set forth below is the name and certain biographical and
other information for Messrs. Paul, St. Clair, Simon, Kurzweil, Blevins and
Trelles as reported by them to the Funds.
PRINCIPAL OCCUPATION(S)
NAME (AGE) POSITION HELD WITH THE DURING THE PAST
ADDRESS(1) FUNDS AND TERM(2) FIVE YEARS
------------------------- -------------------------- -------------------------------
NATHAN A. PAUL (33) Secretary Managing Director and
General Counsel of LAM
STEPHEN ST. CLAIR (47) Treasurer Vice President of LAM
BRIAN D. SIMON (43) Assistant Secretary Director of LAM; from July
1999 through October 2002,
Vice President, Law &
Regulation at J. & W.
Seligman & Co.
DAVID A. KURZWEIL (31) Assistant Secretary Vice President, Legal Affairs
of LAM; from August 1999
to January 2003, an associate
at Kirkpatrick & Lockhart
LLP, a law firm
6
PRINCIPAL OCCUPATION(S)
NAME (AGE) POSITION HELD WITH THE DURING THE PAST
ADDRESS(1) FUNDS AND TERM(2) FIVE YEARS
------------------------- -------------------------- -------------------------------
JOHN H. BLEVINS (41) Chief Compliance Officer Director and Chief
Compliance Officer of LAM
CESAR A. TRELLES (31) Assistant Treasurer Fund Administration
Manager of LAM since
September 2004; from
August 1998 to August 2004,
a manager for Mutual Fund
Finance Group at UBS
Global Asset Management
--------------
(1) The address of each executive officer of the Fund is Lazard Asset
Management LLC, 30 Rockefeller Plaza, New York, New York 10112.
(2) Each officer, except Messrs. Blevins and Trelles, has served as an officer
of LGI since February 2004. Messrs. Blevins and Trelles became officers of
LGI in September 2004 and December 2004, respectively. All officers have
served as officers of LOR since April 2005. Each officer serves for an
indefinite term, until his successor is elected and qualified. Each officer
serves in the same capacity for the other Lazard Funds.
BENEFICIAL OWNERSHIP OF SHARES OF THE FUND AND THE LAZARD FUNDS
Set forth in the table below is the dollar range of Common Stock of each
Fund and the aggregate range of Common Stock of the Funds and shares of the
Lazard Funds beneficially owned by each Director.
AGGREGATE DOLLAR
RANGE OF COMMON
STOCK OF THE FUNDS AND
DOLLAR RANGE OF DOLLAR RANGE OF SHARES OF THE LAZARD
DIRECTOR COMMON STOCK OF LOR COMMON STOCK OF LGI FUNDS*
-------- ------------------- ------------------- ----------------------
Robert M. Solmson None None None
Charles Carroll $50,001-100,000 Over $100,000 Over $100,000
Kenneth S. Davidson None None None
Lester Z. Lieberman None None None
John J. Burke None None Over $100,000
Richard Reiss, Jr. None None None
Ashish Bhutani None None None
--------------
* Valued as of March 1, 2006.
As of March 1, 2006, Directors and officers of each Fund, as a group, owned
less than 1% of each Fund's outstanding Common Stock.
BOARD MEETINGS; COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal period ended December 31, 2005, the Directors of LOR met
four times. During the fiscal year ended December 31, 2005, the Directors of LGI
met five times. The Board of Directors of each Fund has two committees, the
Audit Committee and the Nominating Committee. Neither Fund has a standing
Compensation Committee for the Board.
7
During the fiscal period ended December 31, 2005, each current Director
attended at least 75% of the aggregate of all of the meetings of the Board of
each Fund (held during the period he was a Director) and 75% of the meetings
held by a committee of the Board of each Fund on which he served (during the
period that he served). The Funds do not have a policy with regard to Directors'
attendance at annual meetings, and only Mr. Carroll attended LGI's 2005 Annual
Meeting.
The function of each Audit Committee is to (1) oversee the Fund's
accounting and financial reporting processes and the audits of the Fund's
financial statements, (2) assist in Board oversight of the quality and integrity
of the Fund's financial statements and the Fund's compliance with legal and
regulatory requirements relating to accounting, financial reporting, internal
control over financial reporting and independent audits, (3) approve engagement
of the independent registered public accounting firm and review and evaluate the
qualifications, independence and performance of the independent registered
public accounting firm and (4) act as a liaison between the Fund's independent
registered public accounting firm and the Board.
The Audit Committee of each Fund currently is comprised of all of the
Independent Directors. The Audit Committee members of each Fund are also
"independent" under the listing standards of the New York Stock Exchange. The
Audit Committee of LOR met four times during the fiscal period ended December
31, 2005. The Audit Committee of LGI met five times during the fiscal year ended
December 31, 2005. The joint report of the Audit Committees for the fiscal
period ended December 31, 2005 is attached as Appendix A to this Combined Proxy
Statement. The Audit Committee Charter for the Funds is attached as Appendix B
to this Combined Proxy Statement.
Each Fund's Nominating Committee is currently comprised of all of the
Independent Directors, and its function is to select and nominate candidates for
election to the Fund's Board of Directors. The Nominating Committee of LOR met
once during the fiscal period ended December 31, 2005. The Nominating Committee
of LGI met two times during the fiscal year ended December 31, 2005. Each
Nominating Committee will consider recommendations for nominees from
stockholders sent to the Secretary of each Fund, 30 Rockefeller Plaza, New York,
New York 10112, and each Nominating Committee is solely responsible for the
selection of nominees. Nominations may be submitted only by a stockholder or
group of stockholders of a Fund that, individually or as a group, has
beneficially owned the lesser of (a) 1% of the Fund's outstanding shares or (b)
$500,000 of the Fund's shares (calculated at market value) for at least one year
prior to the date 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, each Nominating Committee takes into consideration the factors
listed in the Nominating Committee Charter, including character and integrity,
business and professional experience, and whether the Nominating Committee
believes that the nominee has the ability to apply sound and independent
business judgment and would act in the interest of the Fund 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
8
above. Nomination submissions must be accompanied by a written consent of the
individual to stand for election if nominated by the Board and to serve if
elected by the stockholders, and such additional information must be provided
regarding the recommended nominee as reasonably requested by the Nominating
Committee. A nomination submission must be received not less than 120 calendar
days before the date of the Fund's proxy statement released to stockholders in
connection with the previous year's annual meeting. The Funds do not make the
Nominating Committee Charter available through a website. The Nominating
Committee Charter for the Funds is attached as Appendix C to this Combined Proxy
Statement.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The executive officers of the Funds and the Interested Directors receive no
direct remuneration from the Funds. The Independent Directors are compensated at
the rate of $50,000 annually, plus $2,500 per Board meeting attended in person
or $1,000 per Board meeting attended by telephone, and are reimbursed for actual
out-of-pocket expenses relating to attendance at such meetings. The Chairman of
the Audit Committee, Lester Z. Lieberman, also receives an annual fee of $5,000.
The following table summarizes the compensation paid by each Fund and by
the Funds and the Lazard Funds for the calendar year ended December 31, 2005.
AGGREGATE
AGGREGATE AGGREGATE COMPENSATION FROM
COMPENSATION COMPENSATION THE FUNDS AND THE
DIRECTOR FROM LOR FROM LGI LAZARD FUNDS
-------- ------------ ------------ ------------------
John J. Burke $1,093 $3,553 $66,500
Kenneth S. Davidson $1,093 $3,507 $65,500
Lester Z. Lieberman $1,163 $3,660 $69,000
Richard Reiss, Jr. $1,093 $3,553 $66,500
Robert M. Solmson $ 797 $2,802 $64,500
Charles Carroll* None None None
Ashish Bhutani* None None None
--------------
* Interested Director.
SHARE OWNERSHIP AND CERTAIN BENEFICIAL OWNERS
To the Funds' knowledge, no person owned beneficially 5% or more of the
outstanding shares of Common Stock of each Fund as of the Record Date other than
Cede & Co., which held at the Record Date 100% of the outstanding shares of the
Common Stock of each Fund. LAM beneficially owned 5,237 shares of Common Stock
of each Fund, or 0.07% and 0.05% of the outstanding shares of Common Stock of
LOR and LGI, respectively, as of the Record Date.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
To each Fund's knowledge, all of its officers and Directors complied with
all filing requirements under Section 16(a) of the Securities and Exchange Act
of 1934, as amended (the "1934 Act"), during the fiscal period ended December
31, 2005. To each Fund's knowledge, there were no beneficial holders of more
than 10% of its Common Stock subject
9
to the filing requirements under the 1934 Act during the fiscal period ended
December 31, 2005. In making this disclosure, each Fund has relied solely on
representations of its current Directors and officers and on copies of reports
that have been filed with the Securities and Exchange Commission.
REQUIRED VOTE
A plurality of the votes cast at a meeting at which a Quorum is present
shall be sufficient to elect Directors.
THE BOARD OF DIRECTORS OF EACH FUND, INCLUDING ALL OF THE
INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" EACH NOMINEE AS DIRECTOR.
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The 1940 Act requires that each Fund's independent registered public
accounting firm be selected by a majority of the Independent Directors of the
Fund. One of the purposes of the Audit Committee is to recommend to the Fund's
Board the selection, retention or termination of the independent registered
public accounting firm for the Fund. At a joint meeting held on February 7,
2006, each Fund's Audit Committee recommended and each Fund's Board, including a
majority of the Independent Directors, approved the selection of Deloitte &
Touche LLP ("Deloitte") as each Fund's independent registered public accounting
firm for the fiscal year ending December 31, 2006. Deloitte has served as each
Fund's independent registered public accounting firm since each Fund's
inception. A representative of Deloitte will not be present at the Annual
Meeting, but will be available by telephone and will have an opportunity to make
a statement (if the representative so desires) and to respond to appropriate
questions.
After reviewing each Fund's audited financial statements for the fiscal
period ended December 31, 2005, each Fund's Audit Committee recommended to the
Fund's Board that such statements be included in the Fund's Annual Report to
stockholders. A copy of the Audit Committees' joint report for the Funds is
attached as Appendix A to this Combined Proxy Statement.
AUDIT FEES. The aggregate fees billed for professional services rendered by
Deloitte for the audit of LOR's annual financial statements, or services that
are normally provided by Deloitte in connection with the statutory and
regulatory filings or engagements for the fiscal period ended December 31, 2005
were $43,000.
The aggregate fees billed for professional services rendered by Deloitte
for the audit of LGI's annual financial statements, or services that are
normally provided by Deloitte in connection with the statutory and regulatory
filings or engagements for the fiscal period ended December 31, 2004 and fiscal
year ended December 31, 2005 were $46,500 and $45,000, respectively.
AUDIT-RELATED FEES. During the fiscal periods ended December 31, 2004 and
December 31, 2005, Deloitte did not provide any assurance and related services
that are reasonably related to the performance of the audits of either Fund's
financial statements, which are not reported above.
10
TAX FEES. The aggregate fees billed for professional services rendered by
Deloitte to LOR for tax compliance, tax advice and tax planning ("Tax Services")
for the fiscal period ended December 31, 2005 were $6,000. The aggregate fees
billed for professional services rendered by Deloitte to LGI for Tax Services
for the fiscal period ended December 31, 2004 and fiscal year ended December 31,
2005 were $6,000 and $6,000, respectively.
For each of the Funds these Tax Services consisted of (i) review or
preparation of U.S. federal, state, local and excise tax returns; and (ii) U.S.,
federal, state and local tax planning, advice and assistance regarding
statutory, regulatory or administrative developments.
ALL OTHER FEES. The aggregate fees billed for the fiscal period ended
December 31, 2005 for products and services provided by Deloitte, other than the
services reported above, were $0 for LOR. The aggregate fees billed for products
and services provided by Deloitte, other than the services reported above, for
the fiscal period ended December 31, 2004 and fiscal year ended December 31,
2005 for LGI were $0 and $0, respectively.
NON-AUDIT FEES. The aggregate non-audit fees billed by Deloitte for
services rendered to LOR and rendered to LAM for the fiscal period ended
December 31, 2005 were $160,000. The aggregate non-audit fees billed by Deloitte
for services rendered to LGI and rendered to LAM for the fiscal period ended
December 31, 2004 and fiscal year ended December 31, 2005 were $86,000 and
$160,000, respectively.
SERVICES TO LAM. There were no fees billed by Deloitte to LAM for the
fiscal periods ended December 31, 2004 or December 31, 2005 that required
pre-approval by the Funds' Audit Committees. The Funds' Audit Committees have
considered whether the provision of non-audit services rendered to LAM that did
not require pre-approval by the Audit Committees is compatible with maintaining
Deloitte's independence.
ANNUAL REPORT
Each Fund will furnish, without charge, a copy of its Annual Report for the
fiscal period ended December 31, 2005, to any stockholder upon request. Requests
for the Annual Report of a Fund should be made by writing to the Fund at 30
Rockefeller Plaza, New York, New York 10112 or by calling 800-823-6300.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the Annual
Meeting nor are they aware that any stockholder intends to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
Stockholders who wish to communicate with Directors should send
communications to the Fund, 30 Rockefeller Plaza, New York, New York 10112, to
the attention of the Secretary. The Secretary is responsible for determining, in
consultation with other officers of the Funds and Fund counsel, which
stockholder communications will be directed to the Director or Directors
indicated in the communication.
11
ADDITIONAL VOTING INFORMATION; EXPENSES OF PROXY SOLICITATION
Each Fund will bear equally the cost of soliciting proxies on behalf of the
Board of Directors. Proxies may be solicited by mail, in person or by telephone,
and each Fund may reimburse persons holding Fund shares in their name or those
of their nominees for their expenses in sending soliciting materials to their
principals. The total expenses of the Annual Meeting, including the solicitation
of proxies and the expenses incurred in connection with the preparation of the
Combined Proxy Statement, are approximately $50,000.
Authorizations to execute proxies may be obtained by telephonic transmitted
instructions in accordance with procedures designed to authenticate the
stockholder's identity. In all cases where a telephonic proxy is solicited, the
stockholder will be asked to provide his or her full name, address, social
security number or taxpayer identification number and the number of shares owned
and to confirm that the stockholder has received the Combined Proxy Statement
and proxy card in the mail. Within 72 hours of receiving a stockholder's
telephonic transmitted voting instructions, a confirmation will be sent to the
stockholder to ensure that the vote has been taken in accordance with the
stockholder's instructions and to provide a telephone number to call immediately
if the stockholder's instructions are not correctly reflected in the
confirmation. Any stockholder giving a proxy may revoke it at any time before
its exercise by submitting a written notice of revocation or a subsequently
executed proxy to the Funds or by attending the Annual Meeting and voting in
person.
VOTING RESULTS
Each Fund will advise its stockholders of the voting results of the matters
voted upon at the Annual Meeting in its next Semi-Annual Report to Stockholders.
STOCKHOLDER PROPOSALS
Any proposals of stockholders that are intended to be presented at the
Funds' 2007 Annual Meeting of Stockholders in accordance with Rule 14a-8 under
the 1940 Act must be received at the Funds' principal executive offices no later
than November 20, 2006 and must comply with all other legal requirements in
order to be included in the Funds' Combined Proxy Statement and forms of proxy
for that meeting. For other stockholder proposals to be presented at the 2007
Annual Meeting, a stockholder's notice shall be delivered to the Secretary of
the relevant Fund at the Fund's principal office no earlier than January 26,
2007 and no later than February 27, 2007. If the 2007 Annual Meeting is advanced
by more than 30 days or delayed by more than 60 days from April 26th, then
timely notice must be delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made.
12
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
STOCKHOLDERS ARE URGED TO VOTE BY MAIL.
By Order of the Boards of Directors
Nathan A. Paul
Secretary
New York, New York
March 20, 2006
13
[This Page Intentionally Left Blank]
APPENDIX A
JOINT REPORT OF THE AUDIT COMMITTEES
The Audit Committee of the Board of Directors of each Fund oversees the
Fund's accounting and financial reporting processes and the audits of the Fund's
financial statements. Each Committee operates pursuant to an Audit Committee
Charter which was last revised and approved by each Board of Directors on July
26, 2005, a copy of which is attached to this Combined Proxy Statement as
Appendix B. As set forth in the Charter, management of each Fund is responsible
for the preparation, presentation and integrity of the Fund's financial
statements, the Fund's accounting and financial and reporting principles and
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations.
In the performance of its oversight function, each Committee has considered
and discussed the December 31, 2005 audited financial statements of the relevant
Fund with management and with Deloitte & Touche LLP ("Deloitte"), the Fund's
independent registered public accounting firm. The Committee has also discussed
with Deloitte the matters required to be discussed by the Statement on Auditing
Standards No. 61, COMMUNICATION WITH AUDIT COMMITTEES, as currently in effect.
The Committee reviewed with Deloitte, who is responsible for expressing an
opinion on the conformity of those audited financial statements with generally
accepted accounting principles, their judgment as to the quality, not just the
acceptability, of each Fund's accounting principles and such other matters as
are required to be discussed with the Committee under generally accepted
auditing standards. Finally, each Committee has reviewed the written disclosures
and the letter from Deloitte required by Independence Standards Board Standard
No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES, as currently in effect
and has discussed with Deloitte the independence of the independent registered
public accounting firm.
Each Committee discussed with Deloitte the overall scope and plans for the
audit. The Committees met with Deloitte, with and without management present, to
discuss the results of its examinations, its evaluations of each Fund's internal
controls, and the overall quality of the Fund's financial reporting.
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to below and in the Charter, each Committee recommended to the Board of
Directors (and the Board has approved) that the audited financial statements be
included in each Fund's Annual Report to Stockholders for the fiscal period
ended December 31, 2005 and filed with the Securities and Exchange Commission.
Stockholders are reminded, however, that the Members of each Committee are
not professionally engaged in the practice of auditing or accounting. Members of
the Committees rely without independent verification on the information provided
to them and on the representations made by management and Deloitte. Accordingly,
each Committee's oversight does not provide an independent basis to determine
that management has maintained appropriate accounting and financial reporting
principles or appropriate internal control and procedures designed to assure
compliance with accounting standards and applicable laws
A-1
and regulations. Furthermore, the Committees' considerations and discussions
referred to above do not assure that the audit of each Fund's financial
statements has been carried out in accordance with generally accepted auditing
standards, that the financial statements are presented in accordance with
generally accepted accounting principles or that Deloitte is, in fact,
"independent."
Lester Z. Lieberman, Audit Committee Chairman
John J. Burke, Audit Committee Member
Kenneth S. Davidson, Audit Committee Member
Richard Reiss, Jr., Audit Committee Member
Robert M. Solmson, Audit Committee Member
February 27, 2006
A-2
APPENDIX B
AUDIT COMMITTEE CHARTER
THE LAZARD FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
1. Audit Committee Membership and Qualifications.
(a) The Audit Committee shall consist of at least three members appointed
by each Fund's Board of Directors (the "Board"). The Board may replace
members of the Audit Committee for any reason.
(b) No member of the Audit Committee shall be an "interested person" of
the Fund, as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor shall any member
receive any compensation from the Fund except compensation for service
as a member of the Board or a committee of the Board. For Lazard
Global Total Return and Income Fund, Inc. and Lazard World Dividend &
Income Fund, Inc. ("Closed-End Funds"), each member must otherwise be
"independent" under the rules of the New York Stock Exchange, Inc.
(the "NYSE") and the rules adopted under Section 301 of the
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").
(c) Each member of the Audit Committee must be "financially literate" (or
shall become so within a reasonable time after appointment to the
Audit Committee), and one member must have "accounting or related
financial management expertise," as determined by the Fund's Board in
its business judgment.
(d) The Board also must annually determine whether any member of the Audit
Committee is an "audit committee financial expert" ("ACFE"), within
the meaning of the rules adopted and implemented under Section 407 of
Sarbanes-Oxley. If the Board has determined that a member of the Audit
Committee is an ACFE, it may presume that such member has accounting
or related financial management expertise.
2. The Audit Committee shall have the following purposes:
(a) oversee the accounting and financial reporting processes of the Fund
and the audits of the Fund's financial statements;
(b) assist Board oversight of (i) the integrity of the Fund's financial
statements, (ii) the Fund's compliance with legal and regulatory
requirements, and (iii) the qualifications, independence and
performance of the Fund's independent registered public accounting
firm (the "independent auditors"); and
(c) for Closed-End Funds, prepare an Audit Committee report as required by
the Securities and Exchange Commission to be included in the Fund's
annual proxy statement.
B-1
3. Role of the Audit Committee.
(a) The function of the Audit Committee is oversight; it is Fund
management's responsibility to maintain appropriate systems for
accounting and internal control over financial reporting and the
independent auditors' responsibility to plan and carry out a proper
audit. Specifically, the Fund's management is responsible for (i)
preparation, presentation and integrity of the Fund's financial
statements, (ii) maintenance of appropriate accounting and financial
reporting principles and policies and (iii) maintenance of internal
controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent
auditors are responsible for planning and carrying out audits
consistent with applicable legal and professional standards and the
terms of their engagement letter.
(b) Although the Audit Committee is expected to take a detached and
questioning approach to the matters that come before it, the review of
the Fund's financial statements by the Committee is not an audit, nor
does the Committee's review substitute for the responsibilities of the
Fund's management for preparing, or the independent auditors for
auditing, the financial statements. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit
Committee are not employees of the Fund and are not, and do not
represent themselves to be, accountants or auditors by profession. As
such, it is not the duty or responsibility of the Audit Committee or
its members to conduct "field work" or other types of auditing or
accounting reviews or procedures.
(c) Each member of the Audit Committee shall be entitled to rely on the
(i) integrity of those persons and organizations within and outside
the Fund from which he or she receives information and (ii) accuracy
of the financial and other information provided to the Committee by
such persons and organizations absent actual knowledge to the contrary
(which shall be promptly reported to the Board). In addition, the
evaluation of the Fund's financial statements by the Audit Committee
is not of the same scope as, and does not involve the extent of detail
as, audits performed by the independent auditors, nor does the Audit
Committee's evaluation substitute for the responsibilities of the
Fund's management for preparing, or the independent auditors for
auditing, the financial statements.
4. To carry out its purposes, the Audit Committee shall have the following
duties and responsibilities:
(a) have direct responsibility for the appointment, compensation,
retention and oversight of the Fund's independent auditors and, in
connection therewith, to review and evaluate matters potentially
affecting the independence and capabilities of the independent
auditors;
(b) at least annually, obtain and review a report by the independent
auditors describing: (i) the independent auditing firm's internal
quality-control procedures; (ii) any material issues raised by the
most recent internal quality-
B-2
control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (iii) (to assess the independent auditors' independence)
all relationships between the independent auditors and the Fund; and
to evaluate the independent auditors' qualifications, performance and
independence, including the review and evaluation of the lead partner
of the independent auditors, taking into account the opinions of Fund
management and to further consider whether, in order to assure
continuing auditor independence, there should be regular rotation of
the audit firm itself, and to present conclusions of the review to the
Board;
(c) meet with the Fund's independent auditors, including separate meetings
as necessary, to: (i) review the arrangements for and scope of the
annual audit and any special audits; (ii) review with the independent
auditors any problems or difficulties the independent auditors
encountered in the course of the audit work, including any
restrictions on their activities or access to requested information,
and any significant disagreements with Fund management; (iii) review
all critical accounting policies and practices applied in preparing
the Fund's financial statements; (iv) discuss any accounting
adjustments noted or proposed by the independent auditors that were
"passed" as immaterial or otherwise; (v) review any communications
between the audit team and the independent auditing firm's national
office respecting auditing or accounting issues presented by the
engagement; (vi) review any material written communications between
the independent auditors and the Fund, including any "management" or
"internal control" letter issued, or proposed to be issued, by the
independent auditors to the Fund, report or recommendation on internal
controls, schedule of unadjusted differences, engagement letter and
independence letter; and (vii) review the form of report the
independent auditors to the Board and Fund shareholders;
(d) review (i) major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Fund's selection or application of accounting principles, and major
issues as to the adequacy of the Fund's internal controls and any
special audit steps adopted in light of material control deficiencies;
(ii) analyses prepared by Fund management and/or the independent
auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial
statements; and (iii) the effect of regulatory and accounting
initiatives on the financial statements of the Fund;
(e) (i) review and pre-approve (including associated fees) all audit and
other services to be provided by the independent auditors to the Fund
and all non-audit services to be provided by the independent auditors
to the Fund's investment adviser or any entity controlling, controlled
by or under common control with the investment adviser (an "Adviser
Affiliate") that provides ongoing services to the Fund, if the
engagement relates directly to the
B-3
operations and financial reporting of the Fund, and (ii) to establish,
to the extent permitted by law and deemed appropriate by the Audit
Committee, detailed pre-approval policies and procedures for such
services;
(f) consider whether the independent auditors' provision of any non-audit
services to the Fund, the Fund's investment adviser or an Adviser
Affiliate not pre-approved by the Audit Committee is compatible with
maintaining the independence of the independent auditors;
(g) meet with the Fund's management and, in the case of audited financial
statements, the independent auditors: (i) to review and discuss the
annual audited financial statements, including management's discussion
of Fund performance ("MDFP"); (ii) for Closed-End Funds, to review and
discuss semi-annual financial statements and any quarterly financial
statements, including MDFP; and (iii) for Closed-End Funds, to discuss
generally the type and presentation of information to be included in
any earnings press releases (paying particular attention to any use of
"pro forma" or "adjusted" non-GAAP information), including any
financial information and earnings guidance provided to analysts and
rating agencies (which discussions may be general in nature, such as
the types of information to be disclosed and the type of presentation
to be made), provided that each earnings release or guidance need not
be discussed in advance;
(h) set clear hiring policies for the employees or former employees of the
independent auditors;
(i) establish procedures for the receipt, retention, and treatment of
complaints received by the Fund relating to accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of the Fund or the Fund's investment
adviser, administrator, principal underwriter or any other provider of
accounting related services for the Fund, of concerns regarding
questionable accounting or auditing matters pertaining to the Fund;
(j) periodically meet separately with the Fund's management and with the
independent auditors;
(k) discuss with management in a general manner, but not to assume
responsibility for, the Fund's processes with respect to risk
assessment and risk management;
(l) report its activities regularly to the Board and to make such
recommendations with respect to the above and other matters as the
Audit Committee may deem necessary or appropriate;
(m) perform an annual performance evaluation of the Audit Committee,
conducted in such manner as the Committee deems appropriate; and
(n) perform such other functions and to have such powers as may be
necessary or appropriate in the efficient and lawful discharge of the
powers provided in this Charter.
B-4
5. The Audit Committee shall meet on a regular basis (typically, twice
annually) and is empowered to hold special meetings, as circumstances
require. The Audit Committee may request that non-members attend a meeting
of the Audit Committee or meet with any members of, or consultants to, the
Audit Committee. Members of the Audit Committee may participate in a
meeting of the Audit Committee by means of conference call, or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and may act by written consent to the extent
permitted by law and the Fund's by-laws.
6. The Audit Committee shall have the authority to engage independent counsel
and other advisers, as it determines necessary to carry out its duties. The
Fund shall provide appropriate funding, as determined by the Audit
Committee for payment of compensation to (a) the independent auditors for
preparing or issuing an audit report or performing other audit, review or
attest services for the Fund or (b) any advisers employed by the Audit
Committee. The Fund shall also provide appropriate funding for ordinary
administrative expenses of the Audit Committee that are necessary and
appropriate in carrying out its duties.
7. The Audit Committee shall review and reassess the adequacy of this Charter
at least annually and recommend any changes to the Board. The Board also
shall review and approve this Charter at least annually.
8. The Audit Committee, in its discretion, may delegate all or a portion of
its duties and responsibilities to a subcommittee of the Audit Committee,
including the authority to pre-approve any audit or non-audit services to
be performed for the Fund, the Fund's investment adviser or any Adviser
Affiliate by the independent auditors, provided any such approvals are
presented to the Audit Committee at its next scheduled meeting.
9. For Closed-End Funds, the Fund shall provide to the NYSE on an annual basis
and with respect to any changes to the composition of the Audit Committee,
a written affirmation regarding:
(a) the affirmative determination by the Fund's Board that each Audit
Committee member is independent in accordance with NYSE governance
standards and Rule 10A-3(b)(1) under the Securities Exchange Act of
1934, as amended;
(b) the financial literacy of the Audit Committee members;
(c) which Audit Committee members have accounting or related financial
management expertise.
On an annual basis the Fund shall provide to the NYSE a written affirmation
regarding: (a) the Board's adoption of a formal written charter that
complies with NYSE governance standards and (b) the disclosure in the
Fund's annual report to stockholders that the Fund submitted its annual
affirmation to the NYSE the previous year and that the Fund has filed
Sarbanes-Oxley Section 302 certifications regarding the quality of the
Fund's public disclosure.
As Revised: July 26, 2005
B-5
[This Page Intentionally Left Blank]
APPENDIX C
NOMINATING COMMITTEE CHARTER AND PROCEDURES
THE LAZARD FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
LAZARD WORLD DIVIDEND & INCOME FUND, INC.(1)
ORGANIZATION
The Nominating Committee (the "Committee") of each Fund shall be composed
solely of Directors ("Directors") who are not "interested persons" of the Fund
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act") ("Independent Directors"). The Board of Directors of the Fund
(the "Board") shall select the members of the Committee and shall designate the
Chairperson of the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election or appointment
by the Board as Directors of the Fund.
EVALUATION OF POTENTIAL NOMINEES
In evaluating a person as a potential nominee to serve as a Director of the
Fund (including any nominees recommended by stockholders as provided below), the
Committee shall consider, among other factors it may deem relevant:
o the character and integrity of the person;
o whether or not the person is qualified under applicable laws and
regulations to serve as a Director of the Fund;
o whether or not the person has any relationships that might impair his
or her service on the Board;
o whether nomination of the person would be consistent with Fund policy
and applicable laws and regulations regarding the number and
percentage of Independent Directors on the Board;
o whether or not the person serves on boards of, or is otherwise
affiliated with, competing financial service organizations or their
related fund business;
o whether or not the person is willing to serve and is willing and able
to commit the time necessary for the performance of the duties and
responsibilities of a Director of the Fund;
------------
(1) Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend
& Income Fund, Inc. are each referred to herein as a "Closed-End Fund."
C-1
o the contribution which the person can make to the Board and the Fund,
in conjunction with the other Directors, with consideration being
given to the person's business and professional experience, education
and such other factors as the Committee may consider relevant;
o whether the Committee believes the person has the ability to apply
sound and independent business judgment and would act in the interests
of the Fund and its stockholders; and
o whether or not the selection and nomination of the person would be
consistent with the requirements of any Fund retirement policy.
While the Committee is solely responsible for the selection and nomination
of Directors, the Committee may consider nominees recommended by Fund
stockholders. The Committee will consider recommendations for nominees from
stockholders sent to the Secretary of the Fund, 30 Rockefeller Plaza, New York,
New York 10112-6300. The following procedures must be followed to submit
Director nominations.
1. Nominations must be submitted in writing.
2. Nominations may be submitted only by a stockholder or group of stockholders
(referred to in either case as a "Nominating Stockholder") that,
individually or as a group, has beneficially owned the lesser of (a) 1% of
the Fund's outstanding shares or (b) $500,000 (for each Closed-End Fund, at
market value) of the Fund's shares for at least one year prior to the date
the Nominating Stockholder submits a candidate for nomination, and not more
than one Director nominations may be submitted by a Nominating Stockholder
each calendar year.
3. For a Closed-End Fund, a nomination submission must be received at the
address above not less than 120 calendar days before the date of the Fund's
proxy statement released to stockholders in connection with the previous
year's annual meeting. If an annual meeting of stockholders was not held in
the previous year, the nomination submission must be received by December
31 of the year preceding the meeting.
4. The nomination submission must include the following information:
o the Nominating Stockholder's name as it appears on the Fund's books
and the class and number of shares of the Fund owned of record and
beneficially by the Nominating Stockholder;
o whether the Nominating Stockholder believes that the candidate is an
"interested person" (as defined in the 1940 Act) of the Fund and, if
believed not to be an interested person, information regarding the
candidate that will be sufficient for the Fund to make such
determination;
o all information relating to the nominee that is required to be
disclosed in solicitations or proxy statements for the election of
Directors;
o information sufficient to evaluate the factors listed above under
"Evaluation of Potential Nominees";
C-2
o a written consent of the nominee to stand for election if nominated by
the Board and to serve if elected by the stockholders; and
o such other information as may be reasonably requested by the
Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and
nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.
REVIEW OF CHARTER AND PROCEDURES
The Committee shall review the charter and procedures from time to time, as
it considers appropriate.
As Revised: April 19, 2005
C-3
[This Page Intentionally Left Blank]
----------------------------------------------------------------
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
----------------------------------------------------------------
COMMON STOCK
Mark box at right if an address or comment has been noted on the reverse side of
this card. /__/
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date: _____________________
________________________________________________________________________________
Stockholder sign here Co-owner sign here
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1a. With respect to the proposal to elect Mr. Robert M. Solmson as a Class I
Director:
For /_/ Withhold Authority /_/
1b. With respect to the proposal to elect Mr. Charles Carroll as a Class I
Director:
For /_/ Withhold Authority /_/
1c. With respect to the proposal to elect Mr. Kenneth S. Davidson as a Class II
Director:
For /_/ Withhold Authority /_/
1d. With respect to the proposal to elect Mr. Lester Z. Lieberman as a Class II
Director:
For /_/ Withhold Authority /_/
1e. With respect to the proposal to elect Mr. John J. Burke as a Class III
Director:
For /_/ Withhold Authority /_/
1f. With respect to the proposal to elect Mr. Richard Reiss, Jr. as a Class III
Director:
For /_/ Withhold Authority /_/
1g. With respect to the proposal to elect Mr. Ashish Bhutani as a Class III
Director:
For /_/ Withhold Authority /_/
2. In their discretion, on such other matters as may properly come before the
meeting and any adjournment thereof.
RECORD DATE SHARES: _____________________
D-1
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 26, 2006
COMMON STOCK PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Lazard World Dividend &
Income Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints Nathan
A. Paul and Brian D. Simon, and each of them, with full power of substitution
and revocation, as proxies to represent the undersigned at the Annual Meeting of
Stockholders of the Fund to be held at 30 Rockefeller Plaza, 58th Floor, New
York, New York 10112, on Wednesday, April 26, 2006, at 3:00 p.m., and at any and
all adjournments thereof, and thereat to vote all shares of Common Stock of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE
VOTED FOR THE PROPOSALS UNLESS OTHERWISE INDICATED. BY SIGNING THIS
PROXY CARD, RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT IS ACKNOWLEDGED.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as name or names appear on this proxy. If stock is held
jointly, each holder should sign. If signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer,
please give full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
D-2
----------------------------------------------------------------
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
----------------------------------------------------------------
COMMON STOCK
Mark box at right if an address or comment has been noted on the reverse side of
this card. /__/
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date: _____________________
________________________________________________________________________________
Stockholder sign here Co-owner sign here
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1a. With respect to the proposal to elect Mr. Robert M. Solmson as a Class I
Director:
For /_/ Withhold Authority /_/
1b. With respect to the proposal to elect Mr. Charles Carroll as a Class I
Director:
For /_/ Withhold Authority /_/
1c. With respect to the proposal to elect Mr. Ashish Bhutani as a Class III
Director:
For /_/ Withhold Authority /_/
2. In their discretion, on such other matters as may properly come before the
meeting and any adjournment thereof.
RECORD DATE SHARES: _____________________
E-1
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 26, 2006
COMMON STOCK PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Lazard Global Total Return
and Income Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints
Nathan A. Paul and Brian D. Simon, and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Stockholders of the Fund to be held at 30 Rockefeller Plaza,
58th Floor, New York, New York 10112, on Wednesday, April 26, 2006, at 3:00
p.m., and at any and all adjournments thereof, and thereat to vote all shares of
Common Stock of the Fund which the undersigned would be entitled to vote, with
all powers the undersigned would possess if personally present, in accordance
with the instructions on this proxy.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE
VOTED FOR THE PROPOSALS UNLESS OTHERWISE INDICATED. BY SIGNING THIS
PROXY CARD, RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT IS ACKNOWLEDGED.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as name or names appear on this proxy. If stock is held
jointly, each holder should sign. If signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer,
please give full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
E-2