SEC Form DEF 14A filed by Lazard Global Total Return and Income Fund

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

Check the appropriate box:

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

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

Payment of Filing Fee (Check the appropriate box):

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

March 13, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc. (the “Fund”) to be held at 30 Rockefeller Plaza, 58^th Floor, Conference Room 58A, New York, New York 10112, on Thursday, April 25, 2024, at 3:00 p.m., Eastern Time (the “Annual Meeting”).

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

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

The Annual Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc. (the “Fund”), a Maryland corporation, will be held on Thursday, April 25, 2024, at 3:00 p.m., Eastern Time (the “Annual Meeting”), to consider and act upon the following proposals:

Stockholders of record at the close of business on March 6, 2024 will be entitled to receive notice of, and to participate and to vote at, the Annual Meeting and any postponement or adjournment thereof.

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

March 13, 2024
New York, New York

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

This Proxy Statement, which also is available at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41, is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Lazard Global Total Return and Income Fund, Inc. (the “Fund”), a Maryland corporation, for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of Lazard Asset Management LLC (“LAM”), 30 Rockefeller Plaza, 58^th Floor, Conference Room 58A, New York, New York 10112, on Thursday, April 25, 2024, at 3:00 p.m., Eastern Time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders dated March 13, 2024. The Fund is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

Stockholders of record at the close of business on March 6, 2024 (the “Record Date”) will be entitled to receive notice of, and to participate and to vote at, the Annual Meeting and any postponement or adjournment thereof.

As of the Record Date, 13,012,942 shares of the Fund’s Common Stock were issued and outstanding. This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and form of proxy were sent to stockholders on or about March 22, 2024. Stockholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held.

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

Only stockholders of record on the Record Date, and their duly authorized representatives, are entitled to attend the Annual Meeting and any postponement or adjournment thereof. To gain admittance, stockholders must bring a form of personal identification to the Annual Meeting and, if their shares are held by a broker, bank or other nominee, a “legal proxy” from the applicable record holder. We note that obtaining a legal proxy may take several days. The names of stockholders of record will be verified against the Fund’s stockholder

lists. If a broker or other nominee holds your shares and you plan to attend the Annual Meeting, you should bring a recent brokerage statement showing your ownership of Fund shares. Only stockholders of the Fund present in person or by proxy will be able to vote, or otherwise exercise the powers of a stockholder, at the Annual Meeting.

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

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

Investment Manager and Administrator

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

The following persons currently serve as Directors of the Fund:

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

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

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

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

*          *          *

Information about the Nominees and Continuing Directors

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

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

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

member of the American Law Institute and the Council on Foreign Relations. He is also Of Counsel at the law firm of Kaplan Hecker & Fink LLP. Mr. Morrison received a BA (hons.) in history from the University of British Columbia in 1994 and a JD from Columbia Law School in 1998.

Set forth below are the names and certain biographical and other information for the Fund’s officers (in addition to Mr. Paul), as reported by them to the Fund.

Beneficial Ownership of Shares of the Fund and the Lazard Fund Complex

Set forth in the chart below is the dollar range of Common Stock of the Fund and the aggregate dollar range of shares of the Lazard Fund Complex beneficially owned by each Director as of December 31, 2023 (and valued as of that date).

As of December 31, 2023, Directors and officers of the Fund, as a group, owned less than 1% of the Fund’s outstanding Common Stock.

Board’s Oversight Role; Board Composition and Structure

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

The 1940 Act requires that at least 40% of the Fund’s Directors be Independent Directors and as such are not affiliated with LAM. To rely on certain exemptive rules under the 1940 Act, a majority of the Fund’s Directors must be Independent Directors, and, for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, 75% of the Fund’s Directors are Independent Directors. The Board does not have a Chair, but the Independent Directors have designated a lead Independent Director who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas and facilitates communication among the Independent Directors, their counsel and management. The Board has determined that its leadership structure, in which the Independent Directors have designated a lead Independent Director to function as described above, is appropriate in light of the specific characteristics and circumstances of the Fund, including, but not limited to: (i) services that LAM and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Fund are conducted by Fund officers and employees of LAM and its affiliates; and (iii) the Board’s oversight role in management of the Fund.

Board Meetings; Committees of the Board of Directors

During the fiscal year ended December 31, 2023, the Board met five times. The Board of the Fund has two committees, the Audit Committee and the Nominating Committee. The Fund does not have a standing Compensation Committee for the Board. During the fiscal year ended December 31, 2023, each Director attended at least 75% of the aggregate of all of the meetings of the Board and committees of the Fund on which he or she served. The Fund does not have a formal policy regarding Directors’ attendance at annual meetings of stockholders. Directors did not attend last year’s annual meeting of stockholders of the Fund. At least one Director will be available to participate in the Annual Meeting at the request of stockholders.

The function of the Audit Committee is to (1) oversee the accounting and financial reporting processes of the Fund and the audits of the Fund’s financial statements, and (2) assist Board oversight of (i) the integrity of the Fund’s financial statements, (ii) the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits, and (iii) the qualifications, independence and performance of the Fund’s independent registered public accounting firm (the “independent auditors”), and (3) prepare an Audit Committee report as required by the Securities and Exchange Commission (the “SEC”) to be included in proxy statements. The Audit Committee of the Fund currently is comprised of all of the Independent Directors. The Audit Committee members of the Fund are also “independent” under the listing standards of the New York Stock Exchange. The Audit Committee met four times during the fiscal year ended December 31, 2023. The Audit Committee Charter for the Fund is available at https://www.lazardassetmanagement.com/docs/-sp1-/49626/AuditCommitteeCharter.pdf.

The Board’s Nominating Committee is currently comprised of all of the Independent Directors, and its function is to select and nominate candidates for election to the Fund’s Board. The Nominating Committee met once during the fiscal year ended December 31, 2023.

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

Remuneration of Directors and Officers

The aggregate amount of compensation paid to each Director for the year ended December 31, 2023 was as follows:

Share Ownership and Certain Beneficial Owners

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

A stockholder who beneficially owns, directly or indirectly, more than 25% of the Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund. As of February 29, 2024, no stockholder was deemed a “control person” of the Fund.

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

Section 16(a) Beneficial Ownership Reporting Compliance. To the best of the Fund’s knowledge, all of its Directors, officers and any other persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), with respect to the Fund (“reporting persons”), complied with all filing requirements under Section 16(a) of the 1934 Act for the Fund’s fiscal year ended December 31, 2023. In making this disclosure, the Fund has relied solely on representations of employees of LAM and, for other potential reporting persons, filings with the SEC for the Fund’s fiscal year ended December 31, 2023.

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

Selection of Independent Registered Public Accounting Firm

The 1940 Act requires that the Fund’s independent auditors be selected by a majority of the Independent Directors of the Fund. One of the purposes of the Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination of the independent auditors for the Fund. At a meeting held on February 28, 2024, the Fund’s Audit Committee recommended and the Fund’s Board, including a majority of the Independent Directors, approved the selection of Deloitte & Touche LLP (“Deloitte”) as the Fund’s independent auditors for the fiscal year ending December 31, 2024. Deloitte also served as the Fund’s independent auditors for the Fund’s fiscal year ended December 31, 2023. A representative of Deloitte will be available to join the Annual Meeting and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions.

At a meeting held on February 20, 2024, the Fund’s Audit Committee reviewed the Fund’s audited financial statements for the fiscal year ended December 31, 2023 and recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to stockholders. A copy of the Audit Committee’s report for the Fund is attached as Appendix B to this Proxy Statement.

Audit Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte for the audit of the Fund’s annual financial statements, or services that are normally provided by Deloitte in connection with the statutory and regulatory filings or engagements, were $39,201 in 2022 and $44,918 in 2023 (plus expenses in each case).

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

The aggregate fees billed for each of the Fund’s last two fiscal years for non-audit assurance and related services provided by Deloitte to LAM and any entity controlling, controlled by or under common control with LAM that provides ongoing services to the Fund (“Service Affiliates”) that were reasonably related to the performance of the annual audit of the Service Affiliate which required pre-approval by the Audit Committee were $368,560 in 2022 and $368,560 in 2023.

Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Deloitte for tax compliance, tax advice and tax planning (“Tax Services”) were $8,503 in 2022 and $8,290 in 2023. These Tax Services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. Additionally, the aggregate fees billed related to European Union tax reclaim filing services rendered by Deloitte were $0 in 2022 and $18,597 in 2023.

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

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

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

Non-Audit Fees. The aggregate non-audit fees billed by Deloitte for services rendered to the Fund and rendered to Service Affiliates were $1,305,761 in 2022 and $0 in 2023.

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

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

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting To Be Held on April 25, 2024

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

Annual Report

The Fund will furnish, without charge, a copy of its Annual Report for the fiscal year ended December 31, 2023 to any stockholder upon request. Requests for the Annual Report of the Fund should be made by writing to the Fund at 30 Rockefeller Plaza, New York, New York 10112 or by calling 800-823-6300.

Stockholder Communications

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

Additional Voting Information; Expenses of Proxy Solicitation

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

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

Votes Required; Voting Results

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

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

Stockholder Proposals

Any proposals of stockholders that are intended to be presented at the 2025 annual meeting of stockholders in accordance with Rule 14a-8 under the 1934 Act must be received at the Fund’s principal executive offices no later than November 13, 2024 and must comply with all other legal requirements, including the Fund’s Bylaws, in order to be included in the proxy statement and forms of proxy for that meeting. Under the Fund’s current Bylaws, for stockholder director nominations or other stockholder proposals to be presented at the 2025 annual meeting (but not included in the Fund’s proxy statement), a stockholder’s notice shall be delivered to the Secretary of the Fund at the Fund’s principal office no earlier than October 14, 2024 and no later than 5:00 p.m., Eastern time on November 13, 2024. All stockholder director nominations or proposals of other business must include the information required by the Fund’s Bylaws.

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

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

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

March 13, 2024
New York, New York

APPENDIX A

NOMINATING COMMITTEE CHARTER AND PROCEDURES

LAZARD FUNDS¹

Organization

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

Responsibilities

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

Evaluation of Potential Nominees

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

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

Sources for Identification of Nominees

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

Submission of Nominations

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

Nomination of Directors

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

Review of Charter and Procedures

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

APPENDIX B

REPORT OF THE AUDIT COMMITTEE

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

In the performance of its oversight function, the Committee has reviewed and discussed the December 31, 2023 audited financial statements of the Fund with management and with Deloitte & Touche LLP (“Deloitte”), the Fund’s independent registered public accounting firm. The Committee reviewed with Deloitte, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Fund’s accounting principles and such other matters as are required to be discussed with Deloitte by Statement of Auditing Standard No. 1301 (Communications with Audit Committees), as modified or supplemented, issued by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Committee received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB and the Securities and Exchange Commission (the “SEC”) regarding Deloitte’s communications with the Committee concerning independence and has discussed with Deloitte its independence.

The Committee reviewed with Deloitte the arrangements for and scope of the audit and, immediately prior to the completion of the audit, met with Deloitte to discuss matters related to the audits. Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to herein and in the Charter, the Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Fund’s Annual Report to Stockholders for the fiscal year ended December 31, 2023 and filed with the SEC.

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

Nancy A. Eckl, Audit Committee Chair
Franci J. Blassberg, Audit Committee Member
Kenneth S. Davidson, Audit Committee Member
Richard Reiss, Jr., Audit Committee Member

February 20, 2024

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