OMB APPROVAL |
OMB Number: 3235-0570 |
Expires: August 31, 2010 |
Estimated average burden |
hours per response: 18.9 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21511
Lazard Global Total Return and Income Fund, Inc.
(Exact name of registrant as specified in charter)
30 Rockefeller Plaza
New York, New York 10112
(Address of principal executive offices) (Zip code)
Nathan A. Paul, Esq.
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 632-6000
Date of fiscal year end: 12/31
Date of reporting period: 12/31/07
ITEM 1. REPORTS TO STOCKHOLDERS.
Table
of Contents
|
|
Page
|
|
Investment
Overview
|
2
|
||
Portfolio
of
Investments
|
8
|
||
Notes
to
Portfolio of Investments
|
13
|
||
Statements
of
|
|||
Assets
and
Liabilities
|
14
|
||
Operations
|
15
|
||
Changes
in Net
Assets
|
16
|
||
Financial
Highlights
|
17
|
||
Notes
to
Financial Statements
|
18
|
||
Report
of
Independent Registered Public Accounting Firm
|
23
|
||
Proxy
Voting
Results
|
24
|
||
Dividend
Reinvestment Plan
|
25
|
||
Board
of
Directors and Officers Information
|
26
|
||
Other
Information
|
28
|
Dear
Shareholder,
We
are pleased
to present this Annual Report for Lazard Global Total Return & Income
Fund, Inc. (“LGI” or the “Fund”), for the year ended December 31, 2007.
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.”
The
Fund has
been in operation for more than three and a half years, and we are
pleased
with LGI’s performance for the fourth quarter, full year 2007, and since
inception periods. We 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
(the “Investment Manager” or “Lazard”).
Portfolio
Update (as of December 31, 2007)
For
the fourth
quarter of 2007, the Fund’s Net Asset Value (“NAV”) performance decreased
0.9%, outperforming the Morgan Stanley Capital International
(MSCI®) World® Index (the “Index”) loss of 2.4%. For
the full year 2007, the Fund’s NAV return of 9.7% also outperformed the
Index return of 9.0%. In addition, the Fund’s since inception annualized
NAV return of 14.7% is outperforming the Index return of 13.5%. Shares
of
LGI ended the fourth quarter of 2007 with a market price of $23.34,
representing a 4.2% discount to the Fund’s NAV of $24.37. The Fund’s net
assets were $234.1 million as of December 31, 2007, with total leveraged
assets of $327.2 million, representing 28.5% leverage.
We
believe
that LGI’s investment thesis remains sound, as demonstrated by the Fund’s
favorable relative NAV performance in recent periods, and indeed,
since
inception. Fourth quarter performance benefited from stock selection
in
the financials, telecom services, health care and utilities sectors,
while
returns were hurt by stock selection in the consumer staples, consumer
discretionary and materials sectors. Returns for the smaller,
short-duration1 emerging market currency and debt portion of
the Fund were very favorable throughout the fourth quarter and 2007,
and
have been a meaningful positive contributor to performance of the
Fund
this year, and since inception.
|
|
As
of December
31, 2007, 67.9% of the Fund’s total leveraged assets consisted of global
equities and 31.5% consisted of emerging market currency and debt
instruments, while the remaining 0.6% consisted of cash and other
assets.
Declaration
of Dividends
Pursuant
to
LGI’s level distribution policy, the Fund’s Board of Directors has
declared a monthly dividend distribution of $0.1042 per share on
the
Fund’s outstanding stock each month since inception. The Fund continues
to
maintain this distribution level. In addition, in September and December
of 2007, the Fund made additional required distributions of accumulated
income and net realized capital gains. The cumulative distributions
for
the last 12 months ended December 31, 2007 totaled $1.6612 per share.
There was no return of capital in 2007, and the Fund has not returned
capital to investors since its inception. The $1.6612 distribution
represents a market yield of 7.1% (including distributed capital
gains),
based on the share price of $23.34 at the close of NYSE trading on
December 31, 2007.
Additional
Information
Please
note
that available on www.LazardNet.com are frequent updates on the Fund’s
performance, press releases, and a monthly fact sheet that provides
information about the Fund’s 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, 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 Managers
Global
Equity Portfolio
(67.9%
of total leveraged assets)
The
Fund’s
global equity portfolio is invested primarily in equity securities
of
large, well-known global companies with strong financial productivity
at
attractive valuations. Examples include GlaxoSmithKline, a global
research-based pharmaceutical company based in the United Kingdom;
Bank of
America, a holding company that provides banking and
non-banking
|
Investment Overview (continued)
|
financial
services and products in the United States and internationally; Nokia
Corp., a Finland-based manufacturer of mobile telephones; and Total
SA, a
French energy supplier that explores for, produces, refines, transports,
and markets oil and natural gas.
Companies
held
in the global equity portfolio are all based in developed-market
regions
around the world. As of December 31, 2007, 45.9% of these stocks
were
based in North America, 26.6% were based in Continental Europe (not
including the United Kingdom), 19.8% were from the United Kingdom,
and
7.7% were from Japan. The global equity portfolio is similarly well
diversified across a number of industry sectors. The top two sectors,
by
weight, at December 31, were financials (23.3%), which includes banks,
insurance companies, and financial services companies, and information
technology (17.9%), a sector that encompasses industries involved
in the
design, development, installation, and implementation of information
systems and applications, including hardware, software, IT services,
and
media-related companies. Other sectors in the portfolio include consumer
discretionary, consumer staples, energy, health care, industrials,
telecommunication services, materials, and utilities. The average
dividend
yield on the global equity portfolio was approximately 2.4% as of
December
31, 2007.
Global
Equity Markets Review
Global
stocks
remained range-bound during the fourth quarter of 2007, as investors
grappled with intensifying turmoil in the global credit markets set
against continued resilient economic growth in many regions around
the
world. Stocks started the quarter strongly, continuing the rally
that
began after the U.S. Federal Reserve’s September rate cut. However,
equities fell sharply in October, amid further large write-downs
from
various financial companies and continued turmoil in the interbank
lending
markets. From a sector perspective, more economically defensive groups
such as utilities, consumer staples and telecom services stocks
outperformed, based on expectations that credit market issues would
depress future global growth. Energy stocks also performed well,
despite
concerns about slowing global growth, as crude oil prices stubbornly
stayed above $90. Financials continued to lag, as this sector was
most
directly impacted by the tumult in the credit markets. Consumer
discretionary stocks were also weak, due to the negative impact
of
|
|
declining
housing prices on consumer confidence. From a regional respective,
the
Japanese market continued to lag amid signs that the economic recovery
in
Japan is fading. U.S. stocks lagged modestly, and European markets
outperformed. Larger stocks continued to outperform smaller stocks
globally, as they have since market volatility increased
mid-year.
What
Helped
and What Hurt LGI
During
the
quarter, the Fund’s global equity performance benefited from stock
selection in the financials sector. Although our Japanese financial
holdings, such as Mitsubishi UFJ, Nomura, and Sumitomo Mitsui, declined,
we avoided many of the financial stocks most directly impacted by
subprime
credit issues and the rise in funding rates. Also, holdings in Bank
of New
York Mellon, a U.S. asset manager, performed well. Stock selection
in the
telecom services sector also boosted returns as holdings in Vodafone
and
Singapore Telecommunications posted solid gains. An overweight position
and stock selection in the health care sector benefited performance
as
prices of Sanofi-Aventis and Johnson & Johnson rose. The portfolio
also significantly outperformed in the utilities sector based on
the
strong performance of French utility holding, Suez. In contrast,
stock
selection in the materials sector hurt performance, as shares of
CRH, an
Irish maker of building materials, lost value due to expectations
of
slower construction activities in 2008. Although the portfolio was
underweight in the weak-performing consumer discretionary sector,
our sole
holding, Home Depot, declined sharply due to tepid sales and earnings
results. Stock selection in the consumer staples sector also hurt
returns,
as shares of Heineken and Diageo declined.
Emerging
Market Currency and Debt Portfolio
(31.5%
of total leveraged assets)
The
Fund also
seeks enhanced income through investments in high-yielding, short-duration
(typically, under one year) emerging market forward currency contracts
and
local currency debt instruments. As of December 31, 2007, this portfolio
consisted primarily of forward currency contracts (66.6%) and a smaller
allocation to sovereign debt obligations (28.6%) and structured notes
(4.8%). The average duration of the emerging market currency and
debt
portfolio was
|
Investment Overview (continued)
|
approximately
9.1 months, as of December 31, with an
average
yield of 7.0%.2
Emerging
Market Currency and Debt Market Review
The
final
quarter of 2007 saw the continuation of the volatility related to
the
subprime meltdown from the previous quarter. In the United States,
several
indicators, ranging from jobless claims to consumer confidence, pointed
to
a slowdown in economic growth. Volatility in shorter duration money
markets persisted, as even overnight lending rates jumped wildly
above the
federal funds target rate. The U.S. Federal Reserve, once again,
tried to
assuage fears with looser monetary policy, lowering the policy rate
by 50
basis points to 4.25%. Along with the Bank of England, Bank of Canada
and
the European Central Bank, a term auction facility, aimed at easing
credit
concerns, was also announced. Emerging markets were mostly unaffected
by
the noise. Monetary policy continued to delink from the U.S. Federal
Reserve, as several central banks, ranging from China in Asia to
Nigeria
in Africa, hiked rates even in the face of urgent easing in the United
States. For the most part, improved fundamentals allow these countries
to
direct policy in a way that is more appropriate to domestic issues.
Rising
food prices are a very important dynamic, especially in emerging
markets
where the poorest are disproportionately impacted. The fact that
food gets
a larger weight in the CPI baskets of emerging economies than it
does in
wealthier nations also means that its impact on headline inflation
and
expectations is more serious. Currency appreciation remains a favored
tool
to fight this development, as central banks facing the strongest
inflationary pressures have been most tolerant of allowing their
currencies to strengthen. With U.S. growth largely dependent on the
slowing consumer, we have tried to
|
|
position
the
portfolio in countries that we believe are well placed to weather
a shock
in this space.
What
Helped
and What Hurt LGI
The
globally
diversified emerging market currency and local debt portfolio achieved
strong annual and quarterly returns from both interest rate yield
and
currency appreciation. Throughout the course of 2007, the Investment
Manager has steadily reduced the Fund’s exposure to emerging local
currency and debt markets with high sensitivity to global equity
market
volatility and directionality, U.S. consumption trends, and leveraged
global capital flows. Avoidance of or limited exposure to local markets
such as Mexico, South Korea, Taiwan, South Africa, Romania, the Baltic
States, and Kazakhstan are some examples.
The
portfolio’s exposures in all six regions materially outperformed LIBOR for
the fourth quarter and full year 2007. In the Middle East, performance
was
driven by Turkey (good security selection and active management in
Turkish
currency and local debt markets) and Israel (robust growth, steep
yield
curve, and positive balance of payments position). In Latin America,
continued strong growth, a healthy commodity price environment, and
buoyant capital inflows provided balance of payment support for the
region’s local markets, especially Brazil. In Africa, exposures in
uncorrelated “Frontier” countries such as Egypt, Nigeria, Tanzania,
Mauritius, and Uganda drove results. Good country selection in Asia,
notably the Philippines, India, Malaysia and Singapore, drove most
of the
region’s contribution. In Europe, strong Polish and Slovakian growth
alongside high quality financing of current account deficits and
Hungary’s
healthy yield and improving fundamentals (shrinking fiscal and external
imbalances) prompted gains. In the CIS/Baltic region, Russia’s current and
capital account surpluses led to continued strong
performance.
|
Investment Overview (continued)
|
1 |
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.
|
2 |
The
quoted
yield does not account for the implicit cost of borrowing on the
forward
currency contracts, which would reduce the yield
shown.
|
Investment Overview (continued)
|
LGI
at Market
Price
|
$
|
15,503
|
||||
LGI
at Net
Asset Value
|
16,575
|
|||||
MSCI
World
Index
|
15,931
|
Average
Annual Total Returns*
Periods
Ended December 31, 2007
|
|||||
|
|||||
One
Year
|
Since
Inception**
|
||||
Market
Price
|
11.35%
|
12.66
|
% | ||
Net
Asset
Value
|
9.74
|
14.72
|
|||
MSCI
World
Index
|
9.04
|
13.49
|
*
|
All
returns
reflect reinvestment of all dividends and distributions. The performance
quoted represents past performance. Current performance may be lower
or
higher than the performance quoted. 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 investor’s
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 Fund’s distributions or on the sale of Fund
shares.
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 represents market value-weighted
average returns of selected securities listed on the stock exchanges
of
Europe, Australasia and the Far East, New Zealand, Canada, and the
United
States. The Index is unmanaged, has no fees or costs and is not available
for investment.
|
|||||||
**
|
The
Fund’s
inception date was April 28, 2004.
|
Investment Overview (continued)
|
Ten
Largest Equity Holdings
|
||||||
December
31, 2007
|
||||||
Security
|
Value
|
Percentage of
Net Assets
|
||||
Microsoft
Corp.
|
$11,619,840
|
5.0
|
%
|
|||
Exxon
Mobil
Corp.
|
9,846,819
|
4.2
|
||||
Oracle
Corp.
|
9,025,226
|
3.9
|
||||
International
Business Machines Corp.
|
8,723,670
|
3.7
|
||||
Diageo
PLC
Sponsored ADR
|
8,677,413
|
3.7
|
||||
Nokia
Oyj
Sponsored ADR
|
7,401,592
|
3.2
|
||||
Heineken
NV
ADR
|
7,207,920
|
3.1
|
||||
Vodafone
Group
PLC Sponsored ADR
|
7,154,692
|
3.1
|
||||
Johnson
&
Johnson
|
6,956,810
|
3.0
|
||||
JPMorgan
Chase
& Co.
|
6,499,310
|
2.8
|
Portfolio
Holdings Presented by Sector
|
||||||
December
31, 2007
|
||||||
Sector
|
Percentage of
Total Investments
|
|||||
Consumer
Discretionary
|
1.6
|
%
|
||||
Consumer
Staples
|
10.6
|
|||||
Emerging
Markets Debt Obligations
|
11.9
|
|||||
Energy
|
9.2
|
|||||
Financials
|
18.6
|
|||||
Health
Care
|
10.9
|
|||||
Industrials
|
3.4
|
|||||
Information
Technology
|
14.2
|
|||||
Materials
|
1.2
|
|||||
Telecommunication
Services
|
7.8
|
|||||
Utilities
|
1.9
|
|||||
Short-Term
Investments
|
8.7
|
|||||
Total
Investments
|
100.0
|
%
|
Description
|
|
Shares |
|
Value |
|
Description
|
|
Shares |
|
Value |
|
||
Common
Stocks—94.9% |
HSBC
Holdings
PLC Sponsored ADR (d) |
76,300
|
$ |
6,387,073
|
|||||||||
Finland—3.2% |
Tesco
PLC
Sponsored ADR (d) |
153,200
|
4,289,600
|
||||||||||
Nokia
Oyj
Sponsored ADR (c) |
192,800 |
$ |
7,401,592 |
Vodafone
Group
PLC Sponsored ADR (c) |
191,712
|
7,154,692
|
|||||||
Total
United Kingdom |
43,943,773
|
||||||||||||
France—7.5% |
|||||||||||||
Sanofi-Aventis
ADR |
105,200
|
4,789,756
|
United
States—39.6% |
||||||||||
Societe
Generale Sponsored ADR |
72,000 |
2,088,000 |
Bank
of
America Corp. (c) |
138,200
|
5,702,132
|
||||||||
Suez
SA
Sponsored ADR |
79,600 |
5,412,800 |
Bank
of New
York Mellon Corp. |
103,600
|
5,051,536
|
||||||||
Total
SA
Sponsored ADR |
64,000 |
5,286,400 |
Bristol-Myers
Squibb Co. |
92,600
|
2,455,752
|
||||||||
Total
France |
17,576,956 |
Cisco
Systems,
Inc. (a), (c) |
220,400
|
5,966,228
|
|||||||||
ConocoPhillips
|
32,900
|
2,905,070
|
|||||||||||
Ireland—1.5% |
Exxon
Mobil
Corp. (c) |
105,100
|
9,846,819
|
||||||||||
CRH
PLC
Sponsored ADR (d) |
98,300
|
3,428,704
|
General
Electric Co. (c) |
116,300
|
4,311,241
|
||||||||
International
Business Machines Corp. |
80,700
|
8,723,670
|
|||||||||||
Italy—1.1%
|
Johnson
&
Johnson (c) |
104,300
|
6,956,810
|
||||||||||
Eni
SpA
Sponsored ADR |
36,350
|
2,632,830
|
JPMorgan
Chase
& Co. (c) |
148,896
|
6,499,310
|
||||||||
Microsoft
Corp. |
326,400
|
11,619,840
|
|||||||||||
Japan—7.3%
|
Oracle
Corp.
(a), (c) |
399,700
|
9,025,226
|
||||||||||
Canon,
Inc.
Sponsored ADR |
44,700 |
2,048,601 |
The
Home
Depot, Inc. |
165,500
|
4,458,570
|
||||||||
Hoya
Corp.
Sponsored ADR |
73,500 |
2,300,550 |
United
Technologies Corp. (c) |
68,900
|
5,273,606
|
||||||||
Mitsubishi
UFJ
Financial Group, Inc. ADR (d) |
528,000 |
4,926,240 |
Wyeth
|
88,900
|
3,928,491
|
||||||||
Nomura
Holdings, Inc. ADR (d) |
332,600 |
5,571,050 |
Total
United States |
92,724,301
|
|||||||||
Sumitomo
Mitsui Financial Group, Inc. ADR |
321,200 |
2,338,336 |
|||||||||||
Total
Japan |
17,184,777 |
Total
Common Stocks |
|||||||||||
(Identified
cost $175,918,523) |
222,181,467
|
||||||||||||
Netherlands—3.1% |
|||||||||||||
Heineken
NV
ADR |
225,600
|
7,207,920
|
Principal
Amount
(000)
(e) |
||||||||||
Singapore—2.5% |
Description |
Value |
|||||||||||
Singapore
Telecommunications, Ltd. ADR |
217,400
|
5,880,670
|
Foreign
Government |
||||||||||
Obligations—11.6% |
|||||||||||||
Sweden—0.6% |
Egypt—3.4% |
||||||||||||
Telefonaktiebolaget
LM Ericsson Sponsored ADR |
61,900
|
1,445,365
|
Egypt
Treasury
Bills: |
||||||||||
0.00%,
01/22/08 |
8,300
|
1,498,236
|
|||||||||||
Switzerland—9.7% |
0.00%,
02/12/08 |
23,375
|
4,202,309
|
||||||||||
Credit
Suisse
Group Sponsored ADR |
73,400
|
4,411,340
|
0.00%,
04/15/08 |
2,825
|
501,778
|
||||||||
Nestle
SA
Sponsored ADR (c) |
34,400 |
3,938,800 |
0.00%,
05/13/08 |
2,750 |
485,515 |
||||||||
Novartis
AG
ADR |
78,900
|
4,285,059
|
0.00%,
05/27/08 |
7,450 |
1,311,727 |
||||||||
Roche
Holding
AG Sponsored ADR |
46,200
|
3,945,480
|
Total
Egypt |
7,999,565 |
|||||||||
UBS
AG
(c) |
75,900 |
3,491,400 |
|||||||||||
Zurich
Financial Services AG ADR |
92,500
|
2,682,500
|
|||||||||||
Total
Switzerland |
22,754,579
|
Ghana—0.2%
|
|||||||||||
Ghanaian
Government Bond, |
|||||||||||||
United
Kingdom—18.8% |
13.50%,
03/30/10 |
420
|
430,060
|
||||||||||
Barclays
PLC
Sponsored ADR |
67,800
|
2,737,086
|
Hungary—1.4%
|
||||||||||
BP
PLC
Sponsored ADR (d) |
69,600
|
5,092,632
|
Hungarian
Government Bonds: |
||||||||||
Cadbury
Schweppes PLC Sponsored ADR (d) |
112,700
|
5,563,999
|
6.50%,
08/12/09 |
152,660
|
867,800
|
||||||||
Diageo
PLC
Sponsored ADR (c) |
101,100
|
8,677,413
|
6.25%,
08/24/10 |
407,100
|
2,282,857
|
||||||||
GlaxoSmithKline
PLC Sponsored ADR (d) |
80,200 |
4,041,278 |
Total
Hungary |
3,150,657
|
Portfolio of Investments (continued)
|
|
December
31, 2007
|
Description
|
|
Principal
Amount
(000)
(e)
|
|
Value
|
|
Description
|
|
Shares
|
|
Value
|
|
||
Israel—0.9%
|
Short-Term
Investments—10.4%
|
|
|||||||||||
Israeli
Government Bond,
|
Collateral
for Securities
|
||||||||||||
5.50%,
02/28/17
|
8,518
|
$
|
2,105,664
|
on
Loan—10.1%
|
|||||||||
State
Street
Navigator Securities
|
|||||||||||||
Mexico—0.5%
|
Lending
Prime
Portfolio,
|
||||||||||||
Mexican
Bonos,
|
4.88%
(g),
(h)
|
23,635,086
|
$
|
23,635,086
|
|||||||||
9.00%,
12/20/12
|
13,145
|
1,252,920
|
|||||||||||
Principal
|
|||||||||||||
Poland—0.5%
|
Amount
|
||||||||||||
Polish
Government Bond,
|
Description
|
(000)
|
Value
|
||||||||||
5.25%,
10/25/17
|
2,761
|
1,066,883
|
Repurchase
Agreement—0.3%
|
||||||||||
State
Street
Bank and Trust Co.,
|
|||||||||||||
Turkey—4.7%
|
0.70%,
01/02/08
|
||||||||||||
Turkish
Government Bonds:
|
(Dated
12/31/07, collateralized by
|
||||||||||||
0.00%,
08/13/08
|
1,700
|
1,319,394
|
$710,000
United States Treasury
|
||||||||||
0.00%,
02/04/09
|
4,227
|
3,042,502
|
Bond,
5.00%,
05/15/37, with
|
||||||||||
0.00%,
05/06/09
|
2,011
|
1,393,815
|
a
value of
$775,675)
|
||||||||||
14.00%,
01/19/11
|
6,170
|
5,297,165
|
Proceeds
of
$759,030 (c)
|
$759
|
759,000
|
||||||||
Total
Turkey
|
11,052,876
|
||||||||||||
Total
Short-Term Investments
|
|||||||||||||
Total
Foreign Government Obligations
|
(Identified
cost $24,394,086)
|
24,394,086
|
|||||||||||
(Identified
cost $25,481,946)
|
27,058,625
|
||||||||||||
Total
Investments—119.5%
|
|||||||||||||
Structured
Notes—2.6%
|
(Identified
cost $230,683,265) (b)
|
$
|
279,690,549
|
||||||||||
Brazil—1.9%
|
|||||||||||||
Citigroup
Funding, Inc. Brazil
|
Liabilities
in Excess of Cash
|
||||||||||||
Inflation-Indexed
Currency and
|
and
Other Assets—(19.5)%
|
(45,565,247
|
)
|
||||||||||
Credit
Linked
Unsecured Note
|
Net Assets—100.0%
|
$
|
234,125,302
|
||||||||||
NTN-B:
|
|||||||||||||
6.80%,
05/18/09 (f)
|
927
|
1,277,521
|
|||||||||||
7.75%,
08/17/10 (f)
|
1,029
|
1,421,479
|
|||||||||||
7.65%,
05/18/15:
|
|||||||||||||
Series
LTCLN0335 (f)
|
989
|
1,305,654
|
|||||||||||
Series
LTCLN0948 (f)
|
365
|
409,104
|
|||||||||||
Total
Brazil
|
4,413,758
|
||||||||||||
Colombia—0.7%
|
|||||||||||||
Citigroup
Funding, Inc. Colombia TES
|
|||||||||||||
Credit
Linked
Unsecured Note,
|
|||||||||||||
10.28%,
04/27/12 (f)
|
397
|
489,428
|
|||||||||||
JPMorgan
Chase
& Co. Colombian
|
|||||||||||||
Peso
Linked
Note,
|
|||||||||||||
10.82%,
11/14/10 (f)
|
1,200
|
1,153,185
|
|||||||||||
Total
Colombia
|
1,642,613
|
||||||||||||
Total
Structured Notes
|
|||||||||||||
(Identified
cost $4,888,710)
|
6,056,371
|
Portfolio of Investments (continued)
|
|
December
31, 2007 |
Forward
Currency
Purchase
Contracts
|
Expiration
Date
|
Foreign
Currency
|
U.S.
$
Cost
on
Origination
Date
|
U.S.
$
Current
Value
|
Unrealized
Appreciation
|
Unrealized
Depreciation
|
|||||||||||||
AED
|
01/23/08
|
4,667,936
|
$
|
1,274,000
|
$
|
1,276,044
|
$
|
2,044
|
$
|
—
|
|||||||||
AED
|
01/28/08
|
4,664,241
|
1,274,000
|
1,276,131
|
2,131
|
—
|
|||||||||||||
AED
|
01/28/08
|
3,486,000
|
958,351
|
953,765
|
—
|
4,586
|
|||||||||||||
AED
|
02/26/08
|
3,630,246
|
1,002,000
|
994,354
|
—
|
7,646
|
|||||||||||||
AED
|
03/12/08
|
5,605,575
|
1,550,000
|
1,535,929
|
—
|
14,071
|
|||||||||||||
ARS
|
01/07/08
|
1,905,480
|
603,000
|
604,546
|
1,546
|
—
|
|||||||||||||
ARS
|
01/16/08
|
4,115,318
|
1,305,000
|
1,304,633
|
—
|
367
|
|||||||||||||
ARS
|
01/23/08
|
2,262,304
|
704,000
|
716,757
|
12,757
|
—
|
|||||||||||||
ARS
|
01/28/08
|
1,738,490
|
559,000
|
550,560
|
—
|
8,440
|
|||||||||||||
ARS
|
02/25/08
|
406,688
|
128,000
|
128,444
|
444
|
—
|
|||||||||||||
BRL
|
04/04/08
|
1,257,164
|
673,000
|
697,211
|
24,211
|
—
|
|||||||||||||
BRL
|
06/18/08
|
3,839,076
|
2,091,000
|
2,104,348
|
13,348
|
—
|
|||||||||||||
COP
|
01/14/08
|
1,208,779,280
|
601,000
|
597,816
|
—
|
3,184
|
|||||||||||||
COP
|
01/23/08
|
3,935,772,000
|
2,006,000
|
1,943,552
|
—
|
62,448
|
|||||||||||||
COP
|
01/31/08
|
2,246,442,000
|
1,111,000
|
1,107,850
|
—
|
3,150
|
|||||||||||||
EGP
|
03/24/08
|
3,732,000
|
672,796
|
673,922
|
1,126
|
—
|
|||||||||||||
GHC
|
01/14/08
|
332,362
|
351,000
|
342,446
|
—
|
8,554
|
|||||||||||||
GHC
|
02/20/08
|
507,000
|
512,173
|
518,310
|
6,137
|
—
|
|||||||||||||
GHC
|
03/13/08
|
449,000
|
466,935
|
456,844
|
—
|
10,091
|
|||||||||||||
GHC
|
03/18/08
|
434,000
|
434,652
|
441,111
|
6,459
|
—
|
|||||||||||||
GHC
|
03/20/08
|
472,000
|
489,830
|
479,529
|
—
|
10,301
|
|||||||||||||
GHC
|
03/27/08
|
450,000
|
464,828
|
456,496
|
—
|
8,332
|
|||||||||||||
GHC
|
03/28/08
|
450,000
|
464,828
|
456,399
|
—
|
8,429
|
|||||||||||||
GHC
|
07/21/08
|
702,563
|
718,000
|
692,772
|
—
|
25,228
|
|||||||||||||
HUF
|
02/14/08
|
257,299,141
|
1,493,000
|
1,483,145
|
—
|
9,855
|
|||||||||||||
HUF
|
02/29/08
|
207,754,546
|
1,151,537
|
1,196,343
|
44,806
|
—
|
|||||||||||||
HUF
|
02/29/08
|
484,571,240
|
2,738,000
|
2,790,378
|
52,378
|
—
|
|||||||||||||
IDR
|
01/11/08
|
26,136,120,000
|
2,824,000
|
2,781,450
|
—
|
42,550
|
|||||||||||||
IDR
|
01/14/08
|
5,413,155,000
|
583,000
|
576,009
|
—
|
6,991
|
|||||||||||||
IDR
|
01/17/08
|
8,344,260,000
|
921,000
|
887,800
|
—
|
33,200
|
|||||||||||||
IDR
|
01/22/08
|
1,722,735,000
|
189,000
|
183,257
|
—
|
5,743
|
|||||||||||||
IDR
|
01/22/08
|
4,139,770,000
|
439,000
|
440,370
|
1,370
|
—
|
|||||||||||||
IDR
|
01/22/08
|
5,584,950,000
|
591,000
|
594,102
|
3,102
|
—
|
|||||||||||||
ILS
|
03/11/08
|
4,837,117
|
1,177,000
|
1,256,787
|
79,787
|
—
|
|||||||||||||
ILS
|
06/11/08
|
4,726,500
|
1,150,000
|
1,226,572
|
76,572
|
—
|
|||||||||||||
ILS
|
07/07/08
|
5,290,992
|
1,267,000
|
1,372,423
|
105,423
|
—
|
|||||||||||||
INR
|
01/07/08
|
33,168,040
|
838,000
|
841,123
|
3,123
|
—
|
|||||||||||||
INR
|
01/11/08
|
48,664,000
|
1,232,000
|
1,233,768
|
1,768
|
—
|
|||||||||||||
INR
|
01/22/08
|
43,143,030
|
1,087,000
|
1,093,010
|
6,010
|
—
|
|||||||||||||
INR
|
01/24/08
|
15,737,040
|
396,000
|
398,639
|
2,639
|
—
|
|||||||||||||
KRW
|
01/24/08
|
1,087,072,500
|
1,158,000
|
1,163,554
|
5,554
|
—
|
|||||||||||||
KWD
|
02/19/08
|
342,218
|
1,257,000
|
1,254,997
|
—
|
2,003
|
|||||||||||||
KWD
|
02/27/08
|
240,210
|
877,000
|
881,257
|
4,257
|
—
|
|||||||||||||
KWD
|
02/28/08
|
411,000
|
1,512,141
|
1,507,906
|
—
|
4,235
|
|||||||||||||
KZT
|
02/11/08
|
81,089,000
|
663,034
|
665,248
|
2,214
|
—
|
|||||||||||||
MUR
|
01/03/08
|
10,966,640
|
342,000
|
389,433
|
47,433
|
—
|
|||||||||||||
MUR
|
02/29/08
|
15,731,000
|
521,196
|
553,713
|
32,517
|
—
|
|||||||||||||
MXN
|
01/07/08
|
930,374
|
86,000
|
85,203
|
—
|
797
|
Portfolio of Investments (continued)
|
|
December 31, 2007 |
Forward
Currency
Purchase
Contracts
|
Expiration
Date
|
Foreign
Currency
|
U.S.
$
Cost
on
Origination
Date
|
U.S.
$
Current
Value
|
Unrealized
Appreciation
|
Unrealized
Depreciation
|
|||||||||||||
MXN
|
02/29/08
|
4,469,248
|
$
|
406,000
|
$
|
407,832
|
$
|
1,832
|
$
|
—
|
|||||||||
MXN
|
03/31/08
|
4,261,246
|
376,000
|
387,896
|
11,896
|
—
|
|||||||||||||
MYR
|
01/08/08
|
3,029,075
|
911,000
|
916,162
|
5,162
|
—
|
|||||||||||||
MYR
|
01/09/08
|
1,690,212
|
498,000
|
511,229
|
13,229
|
—
|
|||||||||||||
MYR
|
01/11/08
|
2,170,683
|
639,000
|
656,591
|
17,591
|
—
|
|||||||||||||
MYR
|
01/14/08
|
2,797,545
|
842,000
|
846,276
|
4,276
|
—
|
|||||||||||||
MYR
|
02/13/08
|
2,885,623
|
871,000
|
873,647
|
2,647
|
—
|
|||||||||||||
MYR
|
02/28/08
|
1,558,487
|
469,000
|
472,041
|
3,041
|
—
|
|||||||||||||
MYR
|
03/28/08
|
2,071,520
|
605,000
|
627,964
|
22,964
|
—
|
|||||||||||||
MYR
|
05/20/08
|
3,250,280
|
979,000
|
986,532
|
7,532
|
—
|
|||||||||||||
NGN
|
01/10/08
|
131,114,000
|
1,027,417
|
1,110,648
|
83,231
|
—
|
|||||||||||||
NGN
|
01/14/08
|
162,902,000
|
1,276,356
|
1,379,920
|
103,564
|
—
|
|||||||||||||
NGN
|
03/07/08
|
161,723,776
|
1,280,000
|
1,347,426
|
67,426
|
—
|
|||||||||||||
PEN
|
04/02/08
|
1,493,952
|
502,000
|
501,057
|
—
|
943
|
|||||||||||||
PEN
|
04/03/08
|
1,543,640
|
518,000
|
517,714
|
—
|
286
|
|||||||||||||
PEN
|
05/19/08
|
3,450,840
|
1,158,000
|
1,156,478
|
—
|
1,522
|
|||||||||||||
PEN
|
05/23/08
|
3,440,865
|
1,146,000
|
1,153,058
|
7,058
|
—
|
|||||||||||||
PEN
|
05/30/08
|
3,445,943
|
1,155,000
|
1,154,626
|
—
|
374
|
|||||||||||||
PHP
|
01/11/08
|
47,578,200
|
1,074,000
|
1,152,232
|
78,232
|
—
|
|||||||||||||
PHP
|
01/22/08
|
40,887,240
|
908,000
|
989,780
|
81,780
|
—
|
|||||||||||||
PHP
|
01/25/08
|
78,682,690
|
1,763,000
|
1,904,499
|
141,499
|
—
|
|||||||||||||
PHP
|
01/30/08
|
47,721,270
|
1,039,000
|
1,154,865
|
115,865
|
—
|
|||||||||||||
PHP
|
02/11/08
|
46,092,200
|
1,022,000
|
1,114,944
|
92,944
|
—
|
|||||||||||||
PHP
|
02/13/08
|
11,048,568
|
240,000
|
267,239
|
27,239
|
—
|
|||||||||||||
PLN
|
02/22/08
|
3,607,628
|
1,287,000
|
1,465,296
|
178,296
|
—
|
|||||||||||||
PLN
|
02/22/08
|
2,554,654
|
1,015,000
|
1,037,613
|
22,613
|
—
|
|||||||||||||
RUB
|
02/01/08
|
11,541,000
|
434,768
|
470,283
|
35,515
|
—
|
|||||||||||||
RUB
|
02/11/08
|
59,379,193
|
2,419,000
|
2,419,296
|
296
|
—
|
|||||||||||||
RUB
|
02/26/08
|
93,798,230
|
3,637,000
|
3,820,832
|
183,832
|
—
|
|||||||||||||
RUB
|
05/23/08
|
58,377,000
|
2,277,238
|
2,374,079
|
96,841
|
—
|
|||||||||||||
RUB
|
09/19/08
|
21,264,250
|
725,000
|
861,116
|
136,116
|
—
|
|||||||||||||
SGD
|
01/24/08
|
1,692,274
|
1,161,000
|
1,177,761
|
16,761
|
—
|
|||||||||||||
SKK
|
01/17/08
|
24,389,600
|
1,075,000
|
1,061,400
|
—
|
13,600
|
|||||||||||||
SKK
|
01/31/08
|
30,985,438
|
1,342,000
|
1,348,671
|
6,671
|
—
|
|||||||||||||
SKK
|
02/27/08
|
26,457,100
|
1,128,701
|
1,152,311
|
23,610
|
—
|
|||||||||||||
TRY
|
01/28/08
|
363,375
|
306,000
|
307,139
|
1,139
|
—
|
|||||||||||||
TZS
|
01/18/08
|
320,348,000
|
238,000
|
276,892
|
38,892
|
—
|
|||||||||||||
TZS
|
01/22/08
|
324,000,000
|
240,000
|
279,891
|
39,891
|
—
|
|||||||||||||
TZS
|
02/05/08
|
385,792,000
|
274,000
|
332,568
|
58,568
|
—
|
|||||||||||||
TZS
|
02/06/08
|
516,304,000
|
368,000
|
445,001
|
77,001
|
—
|
|||||||||||||
TZS
|
04/16/08
|
722,085,000
|
529,000
|
613,412
|
84,412
|
—
|
|||||||||||||
TZS
|
04/21/08
|
554,182,000
|
401,000
|
470,230
|
69,230
|
—
|
|||||||||||||
TZS
|
04/30/08
|
745,327,886
|
547,230
|
631,095
|
83,865
|
—
|
|||||||||||||
TZS
|
06/11/08
|
440,778,720
|
323,000
|
369,611
|
46,611
|
—
|
|||||||||||||
UAH
|
01/15/08
|
2,755,000
|
549,078
|
545,140
|
—
|
3,938
|
|||||||||||||
UAH
|
01/22/08
|
2,859,000
|
568,899
|
565,341
|
—
|
3,558
|
|||||||||||||
UAH
|
01/23/08
|
2,780,000
|
554,061
|
549,667
|
—
|
4,394
|
|||||||||||||
UAH
|
01/28/08
|
3,019,900
|
598,000
|
596,816
|
—
|
1,184
|
Portfolio of Investments (concluded)
|
|
December 31, 2007 |
Forward
Currency
Purchase
Contracts
|
Expiration
Date
|
Foreign
Currency
|
U.S.
$
Cost
on
Origination
Date
|
U.S.
$
Current
Value
|
Unrealized
Appreciation
|
Unrealized
Depreciation
|
|||||||||||||
UAH
|
01/29/08
|
3,471,595
|
$
|
689,000
|
$
|
686,018
|
$
|
—
|
$
|
2,982
|
|||||||||
UAH
|
02/12/08
|
1,934,625
|
385,000
|
381,831
|
—
|
3,169
|
|||||||||||||
UAH
|
02/19/08
|
4,401,485
|
869,000
|
868,184
|
—
|
816
|
|||||||||||||
UAH
|
02/20/08
|
5,156,050
|
1,021,000
|
1,016,933
|
—
|
4,067
|
|||||||||||||
UAH
|
02/21/08
|
2,146,529
|
427,000
|
423,326
|
—
|
3,674
|
|||||||||||||
UAH
|
02/28/08
|
2,353,300
|
466,000
|
463,825
|
—
|
2,175
|
|||||||||||||
UAH
|
03/03/08
|
2,959,725
|
589,000
|
583,152
|
—
|
5,848
|
|||||||||||||
UGX
|
01/10/08
|
450,225,000
|
254,724
|
264,845
|
10,121
|
—
|
|||||||||||||
UGX
|
01/11/08
|
745,554,000
|
411,000
|
438,510
|
27,510
|
—
|
|||||||||||||
UGX
|
01/14/08
|
673,429,000
|
394,871
|
395,917
|
1,046
|
—
|
|||||||||||||
UGX
|
01/18/08
|
451,048,500
|
264,321
|
265,024
|
703
|
—
|
|||||||||||||
UGX
|
02/29/08
|
403,326,000
|
231,000
|
235,274
|
4,274
|
—
|
|||||||||||||
UGX
|
03/04/08
|
830,656,050
|
461,732
|
484,314
|
22,582
|
—
|
|||||||||||||
UGX
|
05/16/08
|
448,920,000
|
261,000
|
258,481
|
—
|
2,519
|
|||||||||||||
UGX
|
05/30/08
|
410,025,000
|
231,000
|
235,434
|
4,434
|
—
|
|||||||||||||
Total
Forward
Currency Purchase Contracts
|
$
|
94,565,697
|
$
|
96,929,441
|
$
|
2,698,994
|
$
|
335,250
|
Forward
Currency
Sale
Contracts
|
Expiration
Date
|
Foreign
Currency
|
U.S.
$
Cost
on
Origination
Date
|
U.S.
$
Current
Value
|
Unrealized
Appreciation
|
Unrealized
Depreciation
|
|||||||||||||
ARS
|
01/16/08
|
2,057,872
|
$
|
656,000
|
$
|
652,384
|
$
|
3,616
|
$
|
—
|
|||||||||
ARS
|
01/23/08
|
3,599,586
|
1,146,000
|
1,140,442
|
5,558
|
—
|
|||||||||||||
COP
|
01/23/08
|
2,586,875,000
|
1,250,000
|
1,277,444
|
—
|
27,444
|
|||||||||||||
EUR
|
01/24/08
|
727,000
|
1,043,449
|
1,063,378
|
—
|
19,929
|
|||||||||||||
EUR
|
02/27/08
|
788,000
|
1,128,701
|
1,152,940
|
—
|
24,239
|
|||||||||||||
HUF
|
01/22/08
|
153,729,231
|
871,481
|
887,588
|
—
|
16,107
|
|||||||||||||
HUF
|
02/29/08
|
207,754,546
|
1,090,747
|
1,196,343
|
—
|
105,596
|
|||||||||||||
IDR
|
01/22/08
|
1,722,735,000
|
189,000
|
183,257
|
5,743
|
—
|
|||||||||||||
ILS
|
01/22/08
|
3,728,746
|
946,719
|
968,828
|
—
|
22,109
|
|||||||||||||
ILS
|
01/22/08
|
4,810,871
|
1,231,000
|
1,249,994
|
—
|
18,994
|
|||||||||||||
MUR
|
01/03/08
|
3,760,000
|
131,930
|
133,520
|
—
|
1,590
|
|||||||||||||
MUR
|
01/03/08
|
7,206,640
|
252,865
|
255,913
|
—
|
3,048
|
|||||||||||||
MXN
|
01/07/08
|
14,335,523
|
1,311,000
|
1,312,831
|
—
|
1,831
|
|||||||||||||
MXN
|
02/29/08
|
4,469,248
|
409,126
|
407,832
|
1,294
|
—
|
|||||||||||||
MXN
|
03/31/08
|
4,261,246
|
389,322
|
387,896
|
1,426
|
—
|
|||||||||||||
PHP
|
01/11/08
|
69,014,500
|
1,663,000
|
1,671,369
|
—
|
8,369
|
|||||||||||||
RUB
|
05/23/08
|
40,012,433
|
1,577,000
|
1,627,228
|
—
|
50,228
|
|||||||||||||
TRY
|
01/28/08
|
2,240,000
|
1,841,197
|
1,893,335
|
—
|
52,138
|
|||||||||||||
TRY
|
10/10/08
|
3,938,000
|
3,008,403
|
3,078,357
|
—
|
69,954
|
|||||||||||||
TZS
|
01/17/08
|
345,987,000
|
296,985
|
299,096
|
—
|
2,111
|
|||||||||||||
TZS
|
01/18/08
|
320,348,000
|
271,615
|
276,892
|
—
|
5,277
|
|||||||||||||
TZS
|
01/22/08
|
324,000,000
|
283,026
|
279,891
|
3,135
|
—
|
|||||||||||||
TZS
|
01/22/08
|
534,131,250
|
467,000
|
461,415
|
5,585
|
—
|
|||||||||||||
TZS
|
02/05/08
|
385,792,000
|
324,195
|
332,568
|
—
|
8,373
|
|||||||||||||
TZS
|
02/06/08
|
282,844,000
|
237,684
|
243,783
|
—
|
6,099
|
|||||||||||||
TZS
|
06/11/08
|
440,778,720
|
333,936
|
369,612
|
—
|
35,676
|
|||||||||||||
UGX
|
01/10/08
|
450,225,000
|
263,907
|
264,846
|
—
|
939
|
|||||||||||||
UGX
|
01/14/08
|
673,429,000
|
394,702
|
395,918
|
—
|
1,216
|
|||||||||||||
Total
Forward
Currency Sale Contracts
|
$
|
23,009,990
|
$
|
23,464,900
|
26,357
|
481,267
|
|||||||||||||
Gross
unrealized appreciation/depreciation on Forward Currency
Contracts
|
$
|
2,725,351
|
$
|
816,517
|
(a) |
Non-income
producing security.
|
(b) |
For
federal
income tax purposes, the aggregate cost was $230,679,414, aggregate
gross
unrealized appreciation was $55,777,231, aggregate gross unrealized
depreciation was $6,766,096, and the net unrealized appreciation
was
$49,011,135.
|
(c) |
Segregated
security for forward currency
contracts.
|
(d) |
Security
or
portion thereof is out on loan.
|
(e) |
Principal
amount denominated in respective country’s currency unless otherwise
specified.
|
(f) |
Pursuant
to
Rule 144A under the Securities Act of 1933, these securities may
only be
traded among “qualified institutional buyers.” At December 31, 2007, these
securities amounted to 2.6% of net assets and are not considered
to be
liquid. Principal amount denominated in U.S. dollars. Interest rate
shown
reflects current yield as of December 31,
2007.
|
(g) |
Rate
shown
reflects 7 day yield as of December 31,
2007.
|
(h) |
Represents
security purchased with cash collateral received for securities on
loan.
|
Security
Abbreviations:
|
Portfolio
holdings by industry (as percentage of net
assets):
|
|||||||||
ADR
|
—
|
American
Depositary Receipt
|
Industry
|
|||||||
NTN-B
|
—
|
Brazil
Sovereign “Nota do Tesouro Nacional” Series B
|
|
Alcohol
&
Tobacco
|
6.8
|
%
|
||||
TES
|
—
|
Titulos
de
Tesoreria
|
Banking
|
14.4
|
||||||
Computer
Software
|
8.8
|
|||||||||
Currency
Abbreviations:
|
Drugs
|
10.0
|
||||||||
AED
|
—
|
United
Arab
Emirates
|
MUR
|
—
|
Mauritian
Rupee
|
Electric
|
2.3
|
|||
Dirham
|
MXN
|
—
|
Mexican
Peso
|
Energy
Integrated
|
11.0
|
|||||
ARS
|
—
|
Argentine
Peso
|
MYR
|
—
|
Malaysian
Ringgit
|
Financial
Services
|
6.6
|
|||
BRL
|
—
|
Brazilian
Real
|
NGN
|
—
|
Nigerian
Naira
|
Food
&
Beverages
|
4.1
|
|||
COP
|
—
|
Colombian
Peso
|
PEN
|
—
|
Peruvian
New
Sol
|
Housing
|
1.5
|
|||
EGP
|
—
|
Egyptian
Pound
|
PHP
|
—
|
Philippine
Peso
|
Insurance
|
1.1
|
|||
EUR
|
—
|
Euro
|
PLN
|
—
|
Polish
Zloty
|
Manufacturing
|
4.1
|
|||
GHC
|
—
|
Ghanaian
Cedi
|
|
RUB
|
—
|
Russian
Ruble
|
Medical
Products
|
3.0
|
||
HUF
|
—
|
Hungarian
Forint
|
SGD
|
—
|
Singapore
Dollar
|
Retail
|
3.7
|
|||
IDR
|
—
|
Indonesian
Rupiah
|
SKK
|
—
|
Slovenska
Koruna
|
Semiconductors
& Components
|
1.9
|
|||
ILS
|
—
|
Israeli
Shekel
|
TRY
|
—
|
New
Turkish
Lira
|
Technology
|
3.7
|
|||
INR
|
—
|
Indian
Rupee
|
TZS
|
—
|
Tanzanian
Shilling
|
Technology
Hardware
|
6.3
|
|||
KRW
|
—
|
South
Korean
Won
|
UAH
|
—
|
Ukranian
Hryvnia
|
Telecommunications
|
5.6
|
|||
KWD
|
—
|
Kuwaiti
Dinar
|
UGX
|
—
|
Ugandan
Shilling
|
Subtotal
|
94.9
|
|||
KZT
|
—
|
Kazak
Tenge
|
Foreign
Government Obligations
|
11.6
|
||||||
Structured
Notes
|
2.6
|
|||||||||
Collateral
for
Securities on Loan
|
10.1
|
|||||||||
Repurchase
Agreement
|
0.3
|
|||||||||
Total
Investments
|
119.5
|
%
|
ASSETS
|
||||
Investments
in
securities, at value (cost $230,683,265 and including $23,034,872
securities on loan)
|
$
|
279,690,549
|
||
Cash
|
623
|
|||
Foreign
currency, at value (cost $56,511)
|
60,362
|
|||
Receivables
for:
|
||||
Investments
sold
|
1,309,767
|
|||
Dividends
and
interest
|
995,074
|
|||
Income
from
securities loaned
|
11,653
|
|||
Gross
appreciation on forward currency contracts
|
2,725,351
|
|||
Total
assets
|
284,793,379
|
|||
LIABILITIES
|
||||
Payables
for:
|
||||
Management
fees
|
237,807
|
|||
Accrued
directors’ fees
|
6,150
|
|||
Line
of credit
outstanding
|
24,400,000
|
|||
Investments
purchased
|
1,312,105
|
|||
Amounts
due
upon return of securities on loan
|
23,635,086
|
|||
Gross
depreciation on forward currency contracts
|
816,517
|
|||
Other
accrued
expenses and payables
|
260,412
|
|||
Total
liabilities
|
50,668,077
|
|||
Net
assets
|
$
|
234,125,302
|
||
NET
ASSETS
|
||||
Paid
in
capital
|
$
|
183,076,027
|
||
Distributions
in excess of net investment income
|
(160,412
|
)
|
||
Accumulated
undistributed net realized gain
|
274,219
|
|||
Net
unrealized
appreciation on:
|
||||
Investments
|
49,007,284
|
|||
Foreign
currency and forward currency contracts
|
1,928,184
|
|||
Net
assets
|
$
|
234,125,302
|
||
Shares
of
common stock outstanding*
|
9,605,237
|
|||
Net
assets per share of common stock
|
$
|
24.37
|
||
Market
value per share
|
$
|
23.34
|
Income:
|
||||
Dividends
(net
of foreign withholding taxes of $252,966)
|
$
|
5,059,821
|
||
Interest
|
2,519,052
|
|||
Income
from
securities loaned
|
116,838
|
|||
Total
investment income
|
7,695,711
|
|||
Expenses:
|
||||
Management
fees
|
2,755,699
|
|||
Custodian
fees
|
113,674
|
|||
Professional
services
|
105,884
|
|||
Administration
fees
|
89,781
|
|||
Shareholders’
reports
|
77,831
|
|||
Shareholders’
services
|
43,823
|
|||
Shareholders’
meeting
|
30,493
|
|||
Directors’
fees and expenses
|
29,877
|
|||
Other
|
78,152
|
|||
Total
gross
expenses before interest expense
|
3,325,214
|
|||
Interest
expense
|
369,205
|
|||
Total
expenses
|
3,694,419
|
|||
Net
investment income
|
4,001,292
|
|||
NET
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
CURRENCY
|
||||
Net
realized
gain on:
|
||||
Investments
(net of foreign capital gains taxes of $20,479)
|
3,895,420
|
|||
Foreign
currency and forward currency contracts
|
6,591,324
|
|||
Total
net
realized gain on investments, foreign currency and forward currency
contracts
|
10,486,744
|
|||
Net
change in
unrealized appreciation (depreciation) on:
|
||||
Investments
|
7,363,530
|
|||
Foreign
currency and forward currency contracts
|
(44,289
|
)
|
||
Total
net
change in unrealized appreciation (depreciation) on investments,
foreign
currency and forward currency contracts
|
7,319,241
|
|||
Net
realized and unrealized gain on investments and foreign currency
|
17,805,985
|
|||
Net
increase in net assets resulting from operations
|
$
|
21,807,277
|
Year Ended
December 31, 2007
|
Year Ended
December 31, 2006
|
||||||
INCREASE
IN NET ASSETS
|
|||||||
Operations:
|
|||||||
Net
investment
income
|
$
|
4,001,292
|
$
|
3,862,760
|
|||
Net
realized
gain on investments and foreign currency
|
10,486,744
|
18,479,293
|
|||||
Net
change in
unrealized appreciation (depreciation) on investments and foreign
currency
|
7,319,241
|
25,734,129
|
|||||
Net
increase
in net assets resulting from operations
|
21,807,277
|
48,076,182
|
|||||
Distributions
to Stockholders:
|
|||||||
From
net
investment income
|
(11,009,523
|
)
|
(10,717,512
|
)
|
|||
From
net
realized gains
|
(4,946,697
|
)
|
(11,751,766
|
)
|
|||
Net
decrease
in net assets resulting from distributions
|
(15,956,220
|
)
|
(22,469,278
|
)
|
|||
Total
increase
in net assets
|
5,851,057
|
25,606,904
|
|||||
Net
assets at
beginning of year
|
228,274,245
|
202,667,341
|
|||||
Net
assets at
end of year*
|
$
|
234,125,302
|
$
|
228,274,245
|
|||
*Includes
distributions in excess of net investment income of
|
$
|
(160,412
|
)
|
$
|
(713,170
|
)
|
|
Transactions
in Capital Shares:
|
|||||||
Common
shares
outstanding at beginning of year
|
9,605,237
|
9,605,237
|
|||||
Common
shares
outstanding at end of year
|
9,605,237
|
9,605,237
|
For the Period
|
|||||||||||||
Year Ended
|
4/28/04* to
|
||||||||||||
12/31/07
|
12/31/06
|
12/31/05
|
12/31/04
|
||||||||||
Net asset
value, beginning of period
|
$
|
23.77
|
$
|
21.10
|
$
|
21.72
|
$
|
19.06
|
(a)
|
||||
Income
from
investment operations:
|
|||||||||||||
Net
investment
income
|
0.42
|
0.40
|
0.23
|
0.18
|
|||||||||
Net
realized
and unrealized gain
|
1.84
|
4.61
|
0.40
|
3.11
|
|||||||||
Total
from
investment operations
|
2.26
|
5.01
|
0.63
|
3.29
|
|||||||||
Less
distributions from:
|
|||||||||||||
Net
investment
income
|
(1.15
|
)
|
(1.12
|
)
|
(1.25
|
)
|
(0.63
|
)
|
|||||
Net
realized
gains
|
(0.51
|
)
|
(1.22
|
)
|
—
|
—
|
|||||||
Total
distributions
|
(1.66
|
)
|
(2.34
|
)
|
(1.25
|
)
|
(0.63
|
)
|
|||||
Net
asset
value, end of period
|
$
|
24.37
|
$
|
23.77
|
$
|
21.10
|
$
|
21.72
|
|||||
Market
value,
end of period
|
$
|
23.34
|
$
|
22.58
|
$
|
18.56
|
$
|
19.37
|
|||||
Total
Return based upon:
|
|||||||||||||
Net
asset
value (b)
|
9.74
|
%
|
24.46
|
%
|
3.18
|
%
|
17.67
|
%
|
|||||
Market
value
(b)
|
11.35
|
%
|
35.64
|
%
|
2.38
|
%
|
0.26
|
%
|
|||||
Ratios
and Supplemental Data:
|
|||||||||||||
Net
assets,
end of period (in thousands)
|
$
|
234,125
|
$
|
228,274
|
$
|
202,667
|
$
|
208,581
|
|||||
Ratios
to
average net assets:
|
|||||||||||||
Net
expenses
(c)
|
1.58
|
%
|
1.50
|
%
|
1.63
|
%
|
1.57
|
%
|
|||||
Gross
expenses
(c)
|
1.58
|
%
|
1.51
|
%
|
1.63
|
%
|
1.57
|
%
|
|||||
Gross
expenses
excluding interest expense (c)
|
1.42
|
%
|
1.43
|
%
|
1.51
|
%
|
1.49
|
%
|
|||||
Net
investment
income (c)
|
1.71
|
%
|
1.76
|
%
|
1.12
|
%
|
1.40
|
%
|
|||||
Portfolio
turnover rate
|
28
|
%
|
38
|
%
|
18
|
%
|
7
|
%
|
* |
Commencement
of operations.
|
(a) |
Net
of initial
sales load, underwriting and offering costs of $0.94 per
share.
|
(b) |
Total
return
based on per share market price assumes the purchase of common shares
at
the closing market price on the business day immediately preceding
the
first day, and sales of common shares at the closing market price
on the
last day, of each period indicated; dividends and distributions are
assumed to be reinvested in accordance with the Fund’s Dividend
Reinvestment Plan. The total return based on net asset value, or
NAV,
assumes the purchase of common shares at the “net asset value, beginning
of period” and sales of common shares at the “net asset value, end of
period”, for each of the periods indicated; distributions are assumed to
be reinvested at NAV. 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 investor’s 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
Fund’s distributions or on the sale of Fund shares. Period of less than
one year is not annualized.
|
(c) |
Annualized
for
period of less than one year.
|
Notes to Financial Statements |
December 31, 2007 |
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 Fund’s 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 Investments—Market values for securities are generally based on the last reported sales 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. 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; securities listed on foreign exchanges that are not traded on the valuation date are valued at the last quoted bid price. 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. If a significant event affecting the value of securities occurs between the close of the exchange or market on which the security is principally traded and the time when the Fund’s net asset value is calculated, or when current market quotations otherwise are determined not to be readily available or reliable, such securities will be valued at their fair values as determined by, or in accordance with procedures approved by, the Board of Directors. Fair valuing of foreign securities may be determined with the assistance of a pricing service, using correlations between the movement of prices of such securities and indices of domestic securities and other appropriate indicators, such as closing market prices of relevant ADRs or futures contracts. The Valuation Committee of the Investment Manager may evaluate a variety of factors to determine the fair value of securities for which current market quotations are determined not to be readily available or reliable. 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 Manager’s analysts will also be
considered. 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.
(b)
Portfolio Securities Transactions and Investment Income—Portfolio
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 premiums and accretes
discounts on fixed-income securities using the effective yield
method.
(c)
Repurchase Agreements—In connection with transactions in repurchase
agreements, the Fund’s 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 Lending—The 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.
At
December 31, 2007, the value of the securities on loan was $23,034,872
and
corresponding cash collateral received was $23,635,086.
In
accordance with accounting principles generally accepted in the United
States, cash received as collateral
|
Notes to Financial Statements (continued) | |
December 31, 2007 |
for
securities
lending transactions which is invested in income producing securities
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)
Leveraging—The Fund uses 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 331⁄3%
of the Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 losses and may
reduce
returns.
(f)
Foreign Currency Translation and Forward Currency Contracts—The
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 Fund’s 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 Fund’s accompanying
Statement of Operations.
(g)
Structured Investments—The 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 Tax Policy—It is the Fund’s policy to comply with the
requirements of Subchapter M of the Internal Revenue Code (the
“Code”)
applicable to regulated investment companies and to distribute
substantially all of its taxable income to its stockholders. Therefore,
no
provision for federal income taxes is required. The Fund files
tax returns
with the U.S. Internal Revenue Service and various states. The
Fund
adopted the provisions of the Financial Accounting Standards Board
(“FASB”) Interpretation No. 48 (“FIN 48”) Accounting for Uncertainty
in
|
Notes to Financial Statements (continued) | |
December 31, 2007 |
Ordinary
Income |
Long-Term
Capital Gain |
||||||
2007 |
2006 |
2007 |
2006 |
||||
$11,116,141 |
$10,717,512 |
$4,840,079 |
$11,751,766 |
Notes to Financial Statements (continued) | |
December 31, 2007 |
Beginning assets of $1,000 |
Fund’s management fee based on Total Leveraged Assets (includes Currency Commitments) |
Typical management fee formula, calculated excluding Currency 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 |
Notes to Financial Statements (concluded) | |
December 31, 2007 |
Average Daily |
Maximum
Daily |
Weighted Average |
|||
Loan
Balance |
Loan Outstanding |
Interest
Rate |
|||
$10,567,373 |
$24,400,000 |
5.26% |
Report of Independent Registered Public Accounting Firm
|
Proxy Voting Results | |
(unaudited)
|
· |
one
Class I
Director (Leon M. Pollack), to serve for a two-year term expiring
at the
2009 Annual Meeting and until his successor is duly elected and
qualified;
and
|
· |
three
Class II
Directors (Kenneth S. Davidson, Nancy A. Eckl and Lester Z. Lieberman),
each to serve for a three-year term expiring at the 2010 Annual
Meeting
and until his or her successor is duly elected and
qualified.
|
Director
|
For
|
Withhold Authority
|
||
Leon
M.
Pollack
|
8,905,165
|
414,265
|
||
Kenneth
S.
Davidson
|
8,906,967
|
412,463
|
||
Nancy
A. Eckl
|
8,896,098
|
423,332
|
||
Lester
Z.
Lieberman
|
8,904,204
|
415,226
|
Dividend Reinvestment Plan | |
(unaudited)
|
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 Computershare, Inc., as dividend disbursing
agent (the “Plan Agent”), in additional Common Stock under the Fund’s
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 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
Stock’s 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 an initial $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 distributions in newly-issued shares of 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 reinvestment 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.
|
Board of Directors and Officers Information | |
(unaudited)
|
Name
(Age)
|
Position(s)
with the Fund
|
Principal
Occupation(s) During Past 5 Years
|
|||
Address(1)
|
(Since)
and Term(2)
|
and
Other Directorships Held
|
|||
Board
of Directors:
|
|||||
Class
I — Directors with Term Expiring in 2009
|
|||||
Independent
Directors:
|
|||||
Leon
M.
Pollack (67)
|
Director
(August
2006)
|
Former
Managing Director, Donaldson, Lufkin & Jenrette; Vice-Chairman of the
Board of Trustees, Adelphi University.
|
|||
Robert
M.
Solmson (60)
|
Director
(September
2004)
|
Director,
Colonial Williamsburg Co.; Former Chief Executive Officer and Chairman,
RFS Hotel Investors, Inc.; Former Director, Morgan Keegan & Co., Inc.;
Former Director, Independent Bank, Memphis.
|
|||
Interested
Director(3):
|
|||||
Charles
Carroll (47)
|
Chief
Executive Officer, President and Director
(June
2004)
|
Deputy
Chairman and Head of Global Marketing of the Investment Manager.
|
|||
Class
II — Directors with Term Expiring in 2010
|
|||||
Independent
Directors:
|
|||||
Kenneth
S.
Davidson (62)
|
Director
(February
2004)
|
President,
Davidson Capital Management Corporation; President, Aquiline Advisors
LLC;
Trustee, The Juilliard School; Chairman of the Board, Bridgehampton
Chamber Music Festival; Trustee, American Friends of the National
Gallery,
London.
|
|||
Nancy
A. Eckl
(45)
|
Director
(February
2007)
|
Former
Vice
President, Trust Investments, American Beacon Advisors, Inc. (“American
Beacon”) and Vice President of certain funds advised by American Beacon;
Trustee, College Retirement Equities Fund; Trustee, TIAA-CREF
Institutional Mutual Funds, TIAA-CREF Life Funds and TIAA Separate
Account
VA-I.
|
|||
Lester
Z.
Lieberman (77)
|
Director
(February
2004)
|
Private
Investor; Chairman, Healthcare Foundation of New Jersey; 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.
|
|||
Class
III — Directors with Term Expiring in 2008
|
|||||
Independent
Director:
|
|||||
Richard
Reiss,
Jr. (63)
|
Director
(February
2004)
|
Chairman,
Georgica Advisors LLC, an investment manager; Director, O’Charley’s, Inc.,
a restaurant chain.
|
|||
Interested
Director(3):
|
|||||
Ashish
Bhutani
(47)
|
Director
(July
2005)
|
Chief
Executive Officer of the Investment Manager.
|
(1)
|
The
address of
each Director is Lazard Asset Management LLC, 30 Rockefeller Plaza,
New
York, New York 10112-6300.
|
(2)
|
Each
Director
also serves as a Director for each of the Lazard Funds (comprised
of 20
investment portfolios). All of the Independent Directors, except
Mr.
Lieberman, are also board
|
members
of
Lazard Alternative Strategies Fund, LLC, a privately offered fund
registered under the Act that is advised by an affiliate of the
Investment
Manager.
|
|
(3)
|
Messrs.
Bhutani and Carroll are “interested persons” (as defined in the Act) of
the Fund because of their positions with the Investment Manager.
|
Board of Directors and Officers Information | (concluded) |
(unaudited)
|
Name (Age)
|
Position(s) with the Fund
|
||||
Address(1)
|
(Since) and Term(2)
|
Principal Occupation(s) During Past 5 Years
|
|||
Officers:
|
|||||
Nathan
A. Paul
(35)
|
Vice
President
and Secretary |
Managing
Director and General Counsel of the Investment Manager.
|
|||
Stephen
St.
Clair (49)
|
Treasurer
|
Vice
President
of the Investment Manager.
|
|||
Brian
Kawakami
(58)
|
Chief
Compliance
Officer |
Senior
Vice
President and Chief Compliance Officer of the Investment Manager;
Chief
Compliance Officer at INVESCO, from July 2002 to April 2006.
|
|||
Brian
D. Simon
(45)
|
Assistant
Secretary
|
Director
of
the Investment Manager.
|
|||
David
A.
Kurzweil (33)
|
Assistant
Secretary
|
Vice
President
of the Investment Manager.
|
|||
Cesar
A.
Trelles (33)
|
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 Messrs. Kawakami and
Trelles,
who became officers in August 2006 and December 2004, respectively.
Each
officer serves for an indefinite term, until his successor is elected
and
qualified, and serves in the same capacity for the other Lazard
Funds.
|
Other Information | |
(unaudited)
|
Other Information | (continued) |
(unaudited)
|
Other Information |
(concluded)
|
(unaudited)
|
·
|
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 $128
billion global asset management business.
|
·
|
The
Board was
generally satisfied with the Fund’s overall
performance.
|
·
|
The
Board
concluded that the Fund’s fee paid to the Investment Manager was
reasonable in light of the services provided, comparative advisory
fee and
expense ratio information, costs of the services provided and
profits to
be realized and other benefits derived or anticipated to be derived
by the
Investment Manager from the relationship with the Fund.
|
·
|
The
Board
determined that the Fund’s fee schedule is reasonable in light of current
economies of scale and that there were not at this time significant
economies of scale to be realized by the Investment Manager managing
the
Fund’s 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.
|
Lazard Asset Management LLC | 30 Rockefeller Plaza | www.LazardNet.com |
New York, NY 10112-6300 |
ITEM 2. CODE OF ETHICS.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Registrant's Board of Directors (the Board) has determined that Lester Z. Lieberman and Robert M. Solmson, members of the Audit Committee of the Board, are audit committee financial experts as defined by the Securities and Exchange Commission (the "SEC"). Mr. Lieberman and Mr. Solmson are "independent" as defined by the SEC for purposes of audit committee financial expert determinations.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $47,500 in 2006 and $50,000 in 2007.
(b) Audit-Related Fees. There were no fees billed in the Reporting Periods by the Auditor to the Registrant for assurance and related services that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4.
The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to Lazard Asset Management LLC, the Registrants investment manager (Lazard), and any entity controlling, controlled by or under common control with Lazard that provides ongoing services to the Registrant (Service Affiliates) that were reasonably related to the performance of the annual audit of the Service Affiliates which required pre-approval of the Audit Committee were $0.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods to the Registrant for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $6,000 in 2006 and $6,000 in 2007. These 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.
The aggregate fees billed for the Reporting Periods for Tax Services by the Auditor to Service Affiliates which required pre-approval by the Audit Committee were $0.
(d) All Other Fees. The aggregate fees billed for the Reporting Periods for products and services provided by the Auditor, other than the services reported above, were $0.
The aggregate fees billed for the Reporting Periods for non-audit services by the Auditor to Service Affiliates, other than the services reported above, which required pre-approval by the Audit Committee were $0.
(e) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee pre-approves the Auditor's engagements for audit and non-audit services to the Registrant and, as required, non-audit services to Service Affiliates on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. There were no services provided by the Auditor that were approved pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) None.
(g) Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant and rendered to Service Affiliates for the Reporting Periods were $115,000 in 2006 and $185,000 in 2007.
(h) Auditor Independence. The Audit Committee considered whether provision of non-audit services to Service Affiliates that were not required to be pre-approved is compatible with maintaining the Auditors independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. It is composed of the following Directors, each of who is not an "interested person" as defined in the Investment Company Act of 1940, as amended, of the Registrant ("Independent Directors"):
Lester Z. Lieberman, Audit Committee Chairman
Kenneth S. Davidson
Nancy A. Eckl
Leon M. Pollack
Richard Reiss, Jr.
Robert M. Solmson
ITEM 6. SCHEDULE OF INVESTMENTS
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END MANAGEMENT INVESTMENTCOMPANIES.
The Registrant has delegated voting of proxies in respect of portfolio holdings to Lazard, to vote the Registrants proxies in accordance with Lazard's proxy voting policy and guidelines (the "Voting Guidelines") that provide as follows:
Lazard votes proxies in the best interests of its clients.
Unless Lazard's Proxy Committee otherwise determines, Lazard votes proxies in a manner consistent with the Voting Guidelines.
To avoid conflicts of interest, Lazard votes proxies where a material conflict has been deemed to exist in accordance with specific proxy voting guidelines regarding various standard proxy proposals ("Approved Guidelines") or, if the Approved Guideline is to vote case-by-case, in accordance with the recommendation of an independent source.
Lazard also may determine not to vote proxies in respect of securities of any issuer if it determines that it would be in the client's overall best interests not to vote.
The Voting Guidelines address how it will vote proxies on particular types of matters such as the election for directors, adoption of option plans and anti-takeover proposals. For example, Lazard generally will:
vote as recommended by management in routine election or re-election of directors;
favor programs intended to reward management and employees for positive, long-term performance, evaluating whether Lazard believes, under the circumstances, that the level of compensation is appropriate or excessive; and
vote against anti-takeover measures, such as adopting supermajority voting requirements, shareholder rights plans and fair price provisions.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Principal Portfolio Managers
As of the date of the filing of this Report on Form N-CSR, the following persons are responsible for the management of the Registrant's portfolio:
James Donald is responsible for allocation of the Registrant's assets between Global Equity Investments and Currency Investments (each, as defined in the notes to the Registrant's annual report to shareholders contained in Item 1) and overall management of the Registrant's portfolio. Global Equity Investments and Currency Investments are each managed on a team basis, with each member of the team involved at all levels of the investment process.
Mr. Donald, a Managing Director of Lazard, is a portfolio manager/analyst and serves as head of the emerging markets group. Before joining Lazard in 1996, Mr. Donald worked at Mercury Asset Management ("Mercury"), which he joined in 1985. At Mercury, he was on the emerging markets team between 1992 and 1996 and worked on the international equity team between 1985 and 1992. At Mercury, between 1990 and 1996, Mr. Donald served as Vice President and Treasurer for The United Kingdom Fund and The Europe Fund. Mr. Donald is a Chartered Financial Analyst ("CFA") Charterholder and received an HBA from the University of Western Ontario.
Global Equity Investments. Gabrielle Boyle, Andrew Lacey and Michael Powers are the portfolio managers responsible for investing the Registrant's assets allocated to Global Equity Investments.
Ms. Boyle, a Senior Managing Director of Lazard, is a portfolio manager on the international equity team and a member of the London-based European equity team. She joined Lazard in 1993 and has been working in the investment field since 1991. Previously, Ms. Boyle worked with Royal Insurance Asset Management. She earned a BA (Hons) degree in Economics & History in 1989 and a MA in Economics in 1990, both from University College, Dublin. She is a member of the Institute of Investment Management and Research.
Mr. Lacey, a Deputy Chairman of Lazard, is a portfolio manager focusing on U.S. equity products, and also is a member of the global equity select, global ex-Australia, and global trend funds teams. He has been working in the investment field since 1995. Prior to becoming a full-
time member of Lazard's equity team in 1996, Mr. Lacey worked part-time at Lazard during 1995 and 1996 while attaining his MBA from Columbia University. He also has a BA from Wesleyan University.
Mr. Powers, a Managing Director of Lazard, is a member of the international equity, international equity select, and European Equity select teams. He began working in the investment field in 1990. Before joining Lazard in 1990, he was a vice president for Chemco Technologies. He received an MBA from Long Island University and a BA from Brown University.
Currency Investments. Ardra Belitz and Ganesh Ramachandran are jointly responsible for investment of the Registrant's assets allocated to Currency Investments.
Ms. Belitz is a Director of Lazard and a portfolio manager/analyst specializing in emerging market currency and debt. She has been working in the investment field since 1994. Before joining Lazard in 1996, she was a senior portfolio administrator with Bankers Trust Company. Ms. Belitz graduated Phi Beta Kappa from Brandeis University with a BA in Economics.
Mr. Ramachandran is a Director of Lazard and a portfolio manager/analyst specializing in emerging market currency and debt. He has an MBA from the University of Rochester, Simon School of Business and a BS in Chemical Engineering from the Indian Institute of Technology at Madras. He joined Lazard in 1997.
Portfolio Management
Team Management. Portfolio managers at Lazard manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. Lazard manages all portfolios on a team basis. The team is involved at all levels of the investment process. This team approach allows for every portfolio manager to benefit from his/her peers, and for clients to receive the firm's best thinking, not that of a single portfolio manager. Lazard manages all like investment mandates against a model portfolio. Specific client objectives, guidelines or limitations then are applied against the model, and any necessary adjustments are made.
Material Conflicts Related to Management of Similar Accounts. Although the potential for conflicts of interest exist when an investment adviser and portfolio managers manage other accounts that invest in securities in which the Registrant may invest or that may pursue a strategy similar to one of the Registrant's component strategies (collectively, "Similar Accounts"), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Registrant is not disadvantaged, including procedures regarding trade allocations and "conflicting trades" (e.g., long and short positions in the same security, as described below). In addition, the Registrant, as a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.
Potential conflicts of interest may arise because of Lazard's management of the Registrant and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard's overall allocation of securities in that offering, or to increase Lazard's ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Registrant, that they are managing on behalf of Lazard. In addition, Lazard could be viewed as having a conflict of interest to the extent that Lazard and/or portfolio managers have a materially larger investment in a Similar Account than their investment in the Registrant. Although Lazard does not track each individual portfolio manager's time dedicated to
each account, Lazard periodically reviews each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Registrant.
A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchase by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard and certain of the Registrants portfolio managers manage hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by Lazard may also be permitted to sell securities short. However, Lazard currently does not have any portfolio managers that manage both hedge funds that engage in short sales and long-only accounts, including open-end and closed-end registered investment companies. When Lazard engages in short sales of securities of the type in which the Registrant invests, Lazard could be seen as harming the performance of the Registrant for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. As described above, Lazard has procedures in place to address these conflicts.
Other Accounts Managed by the Portfolio Managers. The chart below includes information regarding the members of the portfolio management team responsible for managing the Registrant. Specifically, it shows the number of other portfolios and assets managed by management teams of which each of the Registrant's portfolio managers is a member. Regardless of the number of accounts, the portfolio management team still manages each account based on a model portfolio as described above.
Other Pooled Registered Investment Investment Vehicles Portfolio Manager Companies ($*)# ($*)# Other Accounts ($*)#, + Ardra Belitz 3 (586.1 million) 4 (628.0 million) 0 Gabrielle M. Boyle 8 (4.0 billion) 77 (3.8 billion) 1,177 (17.4 billion) James M. Donald 14 (12.0 billion) 56 (4.7 billion) 392 (6.0 billion) Andrew D. Lacey 9 (13.6 billion) 46 (1.2 billion) 489 (3.9 billion) Ganesh Ramachandran 3 (586.1 million) 4 (628.0 million) 0 Michael Powers 8 (4.0 billion) 59 (894 million) 1,175 (17.1 billion)
* Total assets in accounts as of December 31, 2007.
# The following portfolio managers manage accounts with respect to which the advisory fee is based on the performance of the account:
(1) Ms. Boyle and Mr. Powers manage one registered investment company and one other account with assets under management of approximately $2.4 billion and $572.0 billion, respectively.
(2) Mr. Donald manages one registered investment company, three other pooled investment vehicles and one other account with assets under management of $2.4 billion, $1.3 billion and $639.3 million, respectively.
(3) Mr. Lacey manages one registered investment company with assets under management of approximately $7.5 billion.
(4) Ms. Belitz and Mr. Ramachandran manage one registered investment company and two other pooled investment vehicles with assets under management of approximately $212.6 million and $582.8 million, respectively.
+ Includes an aggregation of any Similar Accounts within managed account programs where the third party program sponsor is responsible for applying specific client objectives, guidelines and limitations against the model portfolio managed by the portfolio management team.Compensation for Portfolio Managers
Lazard's portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, invest in securities in which the Registrant may invest or pursue a strategy
similar to one of the Registrant's component strategies. Portfolio managers responsible for managing the Registrant may also manage sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as "wrap accounts") and model portfolios.
During the fiscal year covered by this Report on Form N-CSR, Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager's compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard's investment philosophy.
Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.
Variable bonus is based on the portfolio manager's quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (as set forth in the prospectus or other governing document) over the current fiscal year and the longer-term performance (3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. The variable bonus for the Registrant's portfolio management team in respect of its management of the Registrant is determined by reference to the Morgan Stanley Capital International (MSCI®) World Index. The portfolio manager's bonus also can be influenced by subjective measurement of the manager's ability to help others make investment decisions. Portfolio managers managing accounts that pay performance fees may receive a portion of the performance fee as part of their compensation.
Portfolio managers also have an interest in the Lazard Asset Management LLC Equity Plan, an equity based incentive program for Lazard. The plan offers permanent equity in Lazard to a significant number of its professionals, including portfolio managers, as determined by the Board of Managers of Lazard, from time to time. This plan gives certain employees of Lazard a permanent equity interest in Lazard and an opportunity to participate in the future growth of Lazard.
Ownership of Registrant Securities
As of December 31, 2007, the portfolio managers of the Registrant owned the following shares of Common Stock of the Registrant.
Portfolio Manager Number of Shares
Ardra Belitz None Gabrielle M. Boyle None James M. Donald $50,001-$100,000 Andrew D. Lacey $10,001-$50,000 Ganesh Ramachandran $1-$10,000 Michael Powers None
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, which is currently comprised of all of the Independent Directors. 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 Charter and Procedures, 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 Registrants proxy statement released to stockholders in connection with the previous years 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.
(a)(1) Code of Ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-
2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(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 | /s/ Charles Carroll | |
Charles Carroll | ||
Chief Executive Officer | ||
Date | March 7, 2008 |
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 | |
Charles Carroll | ||
Chief Executive Officer | ||
Date | March 7, 2008 | |
By | /s/ Stephen St. Clair | |
Stephen St. Clair | ||
Chief Financial Officer | ||
Date | March 7, 2008 |