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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.

 

LAZARD ASSET MANAGEMENT
Lazard Global Total
Return & Income
Fund, Inc.
Annual Report
D E C E M B E R   3 1 ,   2 0 0 7

 




Lazard Global Total Return & Income Fund, Inc.
 

 
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
 
 
Please consider the Fund’s investment objective, risks, charges and expenses carefully before investing. For more complete information about the Fund, you may obtain the prospectus by calling 800-828-5548, or online, at www.LazardNet.com.Read the prospectus carefully before you invest. The prospectus contains investment objective, risks, charges, expenses and other information about the Fund, which may not be detailed in this report.




Lazard Global Total Return & Income Fund, Inc.
Investment Overview
 


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
 
2

 

Lazard Global Total Return & Income Fund, Inc.
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
 
3

 

Lazard Global Total Return & Income Fund, Inc.
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.
 
4



Lazard Global Total Return & Income Fund, Inc.
Investment Overview  (continued)
 

 
Notes to Investment Overview:
 
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.

All returns reflect reinvestment of all dividends and distributions. Past performance is not indicative, nor a guarantee, of future results.

The performance data of the Index and other market data have been prepared from sources and data that the Investment Manager believes to be reliable, but no representation is made as to their accuracy. The Index 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 views of the Fund’s management and the portfolio holdings described in this report are as of December 31, 2007; these views and portfolio holdings may have changed subsequent to this date. Nothing herein should be construed as a recommendation to buy, sell, or hold a particular investment. There is no assurance that the portfolio holdings discussed herein will remain in the Fund at the time you receive this report, or that portfolio holdings sold will not have been repurchased. The specific portfolio holdings discussed may in aggregate represent only a small percentage of the Fund’s holdings. It should not be assumed that investments identified and discussed were, or will be, profitable, or that the investment decisions we make in the future will be profitable, or equal the performance of the investments discussed herein.

The views and opinions expressed are provided for general information only, and do not constitute specific tax, legal, or investment advice to, or recommendations for, any person. There can be no guarantee as to the accuracy of the outlooks for markets, sectors and securities as discussed herein. You should read the Fund’s prospectus for a more detailed discussion of the Fund’s investment objective, strategies, risks and fees.
 
5



Lazard Global Total Return & Income Fund, Inc.
Investment Overview  (continued)
 

 
Comparison of Changes in Value of $10,000 Investment in
LGI and MSCI World Index*

Comparison of Changes in Value of $10,000 Investment in LGI and MSCI World Index*
 
LGI at Market Price
 
LGI at Market Price
 
$
15,503
 
LGI at Net Asset Value
 
LGI at Net Asset Value
   
16,575
 
MSCI World Index
 
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.
 
6

 

Lazard Global Total Return & Income Fund, Inc.
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
%
 
 
 
7



Lazard Global Total Return & Income Fund, Inc.
Portfolio of Investments
December 31, 2007


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
 

The accompanying notes are an integral part of these financial statements.
 
8



Lazard Global Total Return & Income Fund, Inc.
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
               

The accompanying notes are an integral part of these financial statements.
 
9



Lazard Global Total Return & Income Fund, Inc.
Portfolio of Investments  (continued)
December 31, 2007
 

 
Forward Currency Purchase Contracts open at 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
 

The accompanying notes are an integral part of these financial statements.
 
10

 

Lazard Global Total Return & Income Fund, Inc.
Portfolio of Investments  (continued)
December 31, 2007
 

 
Forward Currency Purchase Contracts open at December 31, 2007 (continued):

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
 

The accompanying notes are an integral part of these financial statements.
 
11



Lazard Global Total Return & Income Fund, Inc.
Portfolio of Investments  (concluded)
December 31, 2007
 

 
Forward Currency Purchase Contracts open at December 31, 2007 (concluded):

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 open at December 31, 2007:

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
 

The accompanying notes are an integral part of these financial statements.
 
12



Lazard Global Total Return & Income Fund, Inc.
Notes to Portfolio of Investments
December 31, 2007

 
(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
%

The accompanying notes are an integral part of these financial statements.
 
13

 

Lazard Global Total Return & Income Fund, Inc.
Statement of Assets and Liabilities 
December 31, 2007 

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
 

* $0.001 par value, 500,000,000 shares authorized for the Fund.

The accompanying notes are an integral part of these financial statements.
 
14



Lazard Global Total Return & Income Fund, Inc.
Statement of Operations
For the year ended December 31, 2007

INVESTMENT INCOME
 
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
 

The accompanying notes are an integral part of these financial statements.
 
15



Lazard Global Total Return & Income Fund, Inc.
Statements of Changes in Net Assets
 

   
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
 

The accompanying notes are an integral part of these financial statements.
 
16

 

Lazard Global Total Return & Income Fund, Inc.
Financial Highlights
Selected data for a share of common stock outstanding throughout each period: 

        
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.

The accompanying notes are an integral part of these financial statements.
 
17

 

Lazard Global Total Return & Income Fund, Inc.
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
 
18

 

Lazard Global Total Return & Income Fund, Inc.
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 3313% of the Fund’s total leveraged assets. If the assets of the Fund decline due to market conditions such that this 3313% 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
 
19

 

Lazard Global Total Return & Income Fund, Inc.
Notes to Financial Statements  (continued)
December 31, 2007  

 
Income Taxes on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Each of the tax years in the four year period ended December 31, 2007, remains subject to examination by taxing authorities.

At December 31, 2007, the Fund had no unused realized capital loss carryforwards.

Under current tax law, certain capital and net foreign currency losses realized after October 31 within the taxable year may be deferred and treated as occurring on the first day of the following tax year. For the tax year ended December 31, 2007, the Fund had no net capital and currency losses arising between November 1, 2007 and December 31, 2007.

(i) Dividends and Distributions—The Fund intends to declare and to pay dividends monthly from net investment income. Distributions to stockholders are recorded on the ex-dividend date. During any particular year, net realized gains from investment transactions in excess of available capital loss carryforwards would be taxable to the Fund if not distributed. The Fund intends to declare and distribute these amounts, at least annually, to stockholders; however, to avoid taxation, a second distribution may be required.
 
Income dividends and capital gains distributions are determined in accordance with federal income tax regulations which may differ from accounting principles generally accepted in the United States. These book/tax differences, which may result in distribution reclassifications, are primarily due to differing treatments of foreign currency transactions. Book/tax differences relating to stockholder distributions may result in reclassifications among certain capital accounts.
 
The Fund has implemented a Level Distribution Policy to seek to maintain a stable monthly distribution, subject to approval and oversight of the Fund’s Board of Directors. Under the Fund’s Level Distribution Policy, the Fund intends to make regular monthly distributions at a fixed rate per share. If for any monthly distribution, net investment income and net realized short-term capital gain were less than the amount of the distribution, the difference would generally be distributed from the Fund’s assets. In addition, in order to make such distributions, the Fund might have to sell a portion of its investment portfolio at a time when independent investment judgment might not dictate such actions.

In July 2005, the Investment Manager, on behalf of itself and the Fund, filed an exemptive application with the
Securities and Exchange Commission (the “SEC”), amended in July 2007, seeking an order under the Act facilitating the implementation of a dividend policy that may include multiple long-term capital gains distributions (“Managed Dividend Policy”). There is no assurance that exemptive relief will ultimately be granted. If the Investment Manager, on behalf of itself and the Fund, receives the requested relief, the Fund may, subject to the determination of its Board of Directors, implement a Managed Dividend Policy. Under a Managed Dividend Policy, if, for any distribution, net investment income and net realized capital gains were less than the amount of the distribution, the differences would be distributed from the Fund’s assets and would constitute a return of capital.

The tax character of dividends and distributions paid during the years ended December 31 was as follows:

Ordinary Income
 
Long-Term
Capital Gain
 
2007
 
2006
 
2007
 
2006
 
$11,116,141
 
$10,717,512
 
$4,840,079
 
$11,751,766
 

At December 31, 2007, the components of distributable earnings on a tax basis were $590,338 of undistributed ordinary income, $229,593 of undistributed long-term capital gain and $50,229,344 of net unrealized appreciation.

(j) Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Fund to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
 
3. Investment Management Agreement

The Fund has entered into an investment management agreement (the “Management Agreement”) with the Investment Manager. Pursuant to the Management Agreement, the Investment Manager regularly provides the Fund with investment research, advice and supervision and furnishes continuously an investment program for the Fund consistent with its investment objective and policies, including the purchase, retention and disposition of securities.

The Fund has agreed to pay the Investment Manager an annual investment management fee of 0.85% of the Fund’s

 
20

 

Lazard Global Total Return & Income Fund, Inc.
Notes to Financial Statements  (continued)
December 31, 2007  

 
average daily “Total Leveraged Assets” (the Fund’s total assets including Financial Leverage (defined below)) for the services and facilities provided by the Investment Manager, payable on a monthly basis. The fee paid to the Investment Manager will be higher when the Investment Manager uses Currency Commitments and Borrowings (“Financial Leverage”) to make Currency Investments, rather than by reducing the percentage of “Net Assets” (the Fund’s assets without taking into account Financial Leverage) invested in Global Equity Investments for the purposes of making Currency Investments. “Global Equity Investments” refers to investments in the Fund’s global equity strategy consisting of equity securities of companies with market capitalizations of $5 billion or greater domiciled in those countries that comprise the Morgan Stanley Capital International (MSCI®) World®Index. “Currency Investments” refers to investments in the Fund’s emerging income strategy, consisting of emerging market currencies (primarily by entering into forward currency contracts), or instruments whose value is derived from the performance of an underlying emerging market currency, but also may invest in debt obligations, including government, government agency and corporate obligations and structured notes denominated in emerging market currencies. “Currency Commitments” are the aggregate financial exposures created by forward currency contracts in excess of that represented in the Fund’s Net Assets, and “Borrowings” refers to the borrowings under the Fund’s credit facility. Assuming Financial Leverage in the amount of 3313% of the Fund’s Total Leveraged Assets, the annual fee payable to the Investment Manager would be 1.28% of Net Assets (i.e., not including amounts attributable to Financial Leverage).

The following is an example of this calculation of the Investment Manager’s fee, using very simple illustrations. If the Fund had assets of $1,000, it could invest $1,000 in Global Equity Investments and enter into $500 in forward currency contracts (because the Fund would not have to pay money at the time it enters into the currency contracts). Similarly, the Fund could invest $1,000 in Global Equity Investments, borrow $500 and invest the $500 in foreign currency denominated bonds. In either case, the Investment Manager’s fee would be calculated based on $1,500 of assets, because the fee is calculated based on Total Leveraged Assets (Net Assets plus Financial Leverage). In our example, the Financial Leverage is in the form of either the forward currency contracts (Currency Commitments) or investments from Borrowings. The amount of the Financial Leverage outstanding, and therefore the amount of Total Leveraged Assets on which the Investment Manager’s fee is based, fluctuates daily based on changes in value of the Fund’s portfolio holdings, including changes in value of the currency involved in the forward currency contracts and foreign currency denominated bonds acquired with the proceeds of Borrowings. However, the Investment Manager’s fee will be the same regardless of whether Currency Investments are made with Currency Commitments or with Borrowings (without taking into account the cost of Borrowings).
This method of calculating the Investment Manager’s fee is different than the way closed-end investment companies typically calculate management fees. Traditionally, closed-end investment companies calculate management fees based on Net Assets plus Borrowings (excluding Financial Leverage obtained through Currency Commitments). The Investment Manager’s fee is different because the Fund’s leverage strategy is different than the leverage strategy employed by many other closed-end investment companies. Although the Fund may employ Borrowings in making Currency Investments, the Fund’s leverage strategy relies primarily on Currency Commitments, rather than relying exclusively on borrowing money and/or issuing preferred stock, as is the strategy employed by most closed-end investment companies. The Investment Manager’s fee would be lower if its fee were calculated only on Net Assets plus Borrowings, because the Investment Manager would not earn fees on Currency Investments made with Currency Commitments (forward currency contracts). Using the example above, where the Fund has assets of $1,000 and invests $1,000 in Global Equity Investments and $500 in forward currency contracts, the following table illustrates how the Investment Manager’s fee would be different if it did not earn management fees on these types of Currency Investments. A discussion of the most recent review and approval by the Fund’s Board of Directors of the Management Agreement (including the method of calculating the Investment Manager’s fee) is included under “Other Information—Board Consideration of Management Agreement.”

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

Investment Manager Fee Conflict Risk—The fee paid to the Investment Manager for investment management services will be higher when the Fund uses Financial Leverage,

 
21

 

Lazard Global Total Return & Income Fund, Inc.
Notes to Financial Statements (concluded)
December 31, 2007  

 
whether through forward currency contracts or Borrowings, because the fee paid will be calculated on the basis of the Fund’s assets including this Financial Leverage. Consequently, the Investment Manager may have a financial interest for the Fund to utilize such Financial Leverage, which may create a conflict of interest between the Investment Manager and the stockholders of the Fund.
 
The Fund has implemented procedures to monitor this potential conflict.

4. Administrative Agreement

The Fund has entered into an administrative agreement with State Street to provide certain administrative services. The Fund bears the cost of such services at a fixed annual rate of $42,500, plus 0.02% of average daily net assets up to $1 billion and 0.01% of average daily net assets over $1 billion.

5. Directors’ Compensation

Certain Directors of the Fund are officers of the Investment Manager. The Fund pays each Director who is not an employee or an affiliated person of the Investment Manager its allocated portion of a fixed fee of $60,000 per year, plus $4,000 per meeting attended ($1,500 per meeting attended by telephone and $1,000 for committee, sub-committee or certain other special meetings not held in conjunction with a Board meeting) for the Fund, The Lazard Funds, Inc., Lazard Retirement Series, Inc. and Lazard World Dividend & Income Fund, Inc. (collectively, the “Lazard Funds”), each a registered management investment company advised by the Investment Manager, and reimburses such Directors for travel and other out of pocket expenses. In addition, the Chairman of the Audit Committees for the Lazard Funds also receives an annual fee of $5,000.

6. Securities Transactions and Transactions with Affiliates

Purchases and sales of portfolio securities (excluding short-term securities) for the year ended December 31, 2007 were $86,076,873 and $67,075,760, respectively.

For the year ended December 31, 2007 no brokerage commissions were paid to affiliates of the Investment Manager or other affiliates of the Fund for portfolio transactions executed on behalf of the Fund.

7. Line of Credit

The Fund has a $40 million Line of Credit Agreement (the “Agreement”) with State Street primarily to borrow to invest Fund assets in Currency Investments. The Fund
may borrow the lesser of $40 million or 3313% of its Total Leveraged Assets. Interest on borrowings is payable at the Federal Funds rate plus 0.50%, on an annualized basis. Under the Agreement, the Fund has agreed to pay a 0.10% per annum fee on the unused portion of the commitment, payable quarterly in arrears. During the year ended December 31, 2007, the Fund had borrowings under the Agreement as follows:

Average Daily
 
Maximum Daily
 
Weighted Average
 
Loan Balance
 
Loan Outstanding
 
Interest Rate
 
$10,567,373
 
$24,400,000
 
5.26%
 

8. Foreign Securities Investment Risks

The Fund invests in securities of foreign entities and instruments denominated in foreign currencies which involve risks not typically involved in domestic investments. Foreign investments carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards and, potentially, less liquidity. The Fund’s investments in emerging markets are exposed to additional volatility. The Fund’s performance will be influenced by political, social and economic factors affecting emerging markets. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries.

9. Accounting Pronouncement

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Management is evaluating the application of FAS 157 to the Fund, and believes the impact resulting from the adoption of FAS 157 will be limited to expanded disclosures in the Fund’s financial statements.

 
22

 

Lazard Global Total Return & Income Fund, Inc.
Report of Independent Registered Public Accounting Firm
 
 

 
To the Stockholders and Board of Directors of
Lazard Global Total Return & Income Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of Lazard Global Total Return & Income Fund, Inc. (the “Fund”), including the portfolio of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Lazard Global Total Return & Income Fund, Inc. as of December 31, 2007, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
New York, New York
February 28, 2008
 
23

 

Lazard Global Total Return & Income Fund, Inc.
Proxy Voting Results  
(unaudited)
 

 
The Annual Meeting of Stockholders was held on April 26, 2007, to vote on the following proposal. The proposal received the required number of votes of stockholders and was adopted.

Election of the following Directors:

·
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
 
24

 

Lazard Global Total Return & Income Fund, Inc.
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.
25

 

Lazard Global Total Return & Income Fund, Inc.
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. 
 
The Fund’s Statement of Additional Information contains further information about the Directors and is available without charge by calling 800-828-5548.
 
26

 

Lazard Global Total Return & Income Fund, Inc.
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.
 
27

 

Lazard Global Total Return & Income Fund, Inc.
Other Information
(unaudited) 

 
Tax Information
Year Ended December 31, 2007

The following tax information represents year end disclosures of the tax benefits passed through to stockholders for 2007:

Of the dividends paid by the Fund, 26.99% of each dividend will be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The same information will be reported in conjunction with your 2007 1099-DIV.

Of the dividends paid by the Fund, 14.82% of the dividends qualify for the dividends received deduction available to corporate shareholders.

Pursuant to Section 871 of the Code, $151,244 has been designated as qualified short-term gains for purposes of exempting withholding of tax on such distributions to U.S. nonresident shareholders.

Certifications

The Fund’s chief executive officer has certified to the NYSE, pursuant to the requirements of Section 303A.12(a) of the NYSE Listed Company Manual, that as of May 10, 2007 he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund’s reports to the SEC on Forms N-CSR and N-Q contain certifications by the Fund’s chief executive officer and chief financial officer as required by Rule 30a-2(a) under the Act, including certifications regarding the quality of the Fund’s disclosures in such reports and certifications regarding the Fund’s disclosure controls and procedures and internal control over financial reporting.

Proxy Voting

A description of the policies and procedures used to determine how proxies relating to Fund portfolio securities are voted is available (1) without charge, upon request, by calling (800) 823-6300 or (2) on the SEC’s website at http://www.sec.gov.

The Fund’s proxy voting record for the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling (800) 823-6300 or (2) on the SEC’s website at http://www.sec.gov. Information as of June 30 each year will generally be available by the following August 31.

Form N-Q

The Fund files a complete schedule of its portfolio holdings for the first and third quarters of its fiscal year with the SEC on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Board Consideration of Management Agreement

At the meeting of the Fund’s Board of Directors held on December 17, 2007, the Board considered the approval, for an additional annual period, of the Management Agreement between the Fund and the Investment Manager (the “Management Agreement”). The Directors who are not interested persons (as defined in the Act) of the Fund (the “Independent Directors”) were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Investment Manager.

Services Provided

Representatives of the Investment Manager gave a presentation to the Board about the nature, extent and quality of services that the Investment Manager provides the Fund, including a discussion of the Investment Manager and its clients (of which the Lazard Funds complex of 20 funds comprises approximately $9 billion of the approximately $128 billion of total assets under the management of the Investment Manager and its global affiliates). The representatives of the Investment Manager noted that the Investment Manager provides realized benefits to the Fund through substantial investment in the Investment Manager’s global investment advisory business, including technology and operational support and significant marketing infrastructure. The Directors also considered information provided by the Investment Manager regarding its personnel, resources, business reputation, financial condition and experience. The Directors agreed that the Fund benefits from the extensive services of the Investment Manager’s global platforms, and that such services are greater than those typically provided to a $9 billion fund complex such as that of the Fund and the other publicly available Lazard funds. The Directors were provided with the Fund’s market price performance and market discount to net asset value and distributions.
 
28

 

Lazard Global Total Return & Income Fund, Inc.
Other Information  (continued)
(unaudited)
 

 
Representatives of the Investment Manager discussed the nature, extent and quality of the services provided by the Investment Manager to the Fund. The Directors considered the various services provided by the Investment Manager to the Fund and considered the Investment Manager’s research and portfolio management capabilities and that the Investment Manager also provides oversight of day-to-day operations of the Fund, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Directors also considered the Investment Manager’s extensive administrative, accounting and compliance infrastructure and agreed that the Fund benefits from the extensive services of the Investment Manager’s global platforms, and that such services are greater than those typically provided to a fund if it were not managed by a large, global firm such as the Investment Manager.

Comparative Performance and Advisory Fees and Expense Ratios

The Directors reviewed the relative performance and advisory fees and expense ratio for the Fund, including comparative information prepared by Lipper Inc. (“Lipper”), an independent provider of investment company data. Lipper’s materials stated that Lipper’s reports are specifically designed to provide boards of directors the necessary fee, expense and investment performance information to help fulfill their advisory contract renewal responsibilities under Section 15(c) of the Act.

The Directors noted that the Fund’s total return performance (based on net asset value) was below the medians of its Lipper comparison group (“Group”) and Lipper category (“Category”), although attractive on an absolute basis. The Directors also discussed the advisory fees and current expense ratio for the Fund, and it was noted that they were competitive in the Group and Category. However, the Directors also noted that there were no funds in the Group or Category that pursued a strategy similar to that of the Fund’s strategy of investing in global equity securities and in currency forward contracts. There were no other accounts managed by the Investment Manager using the Fund’s investment strategy.

Fee Calculation

The Board was reminded of the method of calculating the Fund’s management fee and considered that the method of calculation of management fees based on the Fund’s Total Leveraged Assets, pursuant to which the management fee borne by stockholders will increase to the extent the Investment Manager makes Currency Investments by incurring Financial Leverage rather than reducing the percentage of Net Assets invested in Global Equity Investments for the purposes of making Currency Investments, and considered the advantages of increased investment exposure through Financial Leverage. The Board considered the economic equivalence, and the similarities, from an investment management perspective, of Currency Investments (1) made with Currency Commitments and (2) made with the proceeds of Borrowings.  

The Board considered, (1) that this method of calculating management fees is different than the way closed-end investment companies typically calculate management fees, (2) that traditionally closed-end funds calculate management fees based on Net Assets plus Borrowings (excluding Financial Leverage obtained through Currency Commitments), and (3) that the Investment Manager’s fee would be lower if its fee were calculated only on Net Assets plus Borrowings, because the Investment Manager would not earn fees on Currency Investments made with Currency Commitments (forward currency contracts or other derivative instruments whose value is derived from the performance of an underlying emerging market currency). The Board considered that the Investment Manager’s fee is different because the Fund’s leverage strategy is different than the leverage strategy employed by many other closed-end investment companies—that although the Fund may employ Borrowings in making Currency Investments, the Fund’s leverage strategy relies primarily on Currency Commitments rather than relying exclusively on borrowing money and/or issuing preferred stock, as for most closed-end investment companies. The Board considered the Fund’s use of Currency Commitments for leverage (rather than relying exclusively on borrowing money and/or issuing preferred stock) and the Investment Manager’s belief that forward currency contracts, or other derivative instruments whose value is derived from the performance of an underlying emerging market currency, often offer a more attractive way to gain exposure to emerging market interest rate opportunities and currencies than investments in debt obligations and the fact that there might not be a viable debt market in certain emerging market countries. The Board also considered the Investment Manager’s view that foreign currency contracts present less counterparty and custody risks and the Investment Manager’s extensive expertise with these instruments, as discussed in detail in previous Board meetings.

Procedures adopted by the Investment Manager in order to evaluate possible conflicts of interest that may arise from the fee calculation methodology, included the following: (1) no less frequently than monthly, decisions regarding the amount of the Fund’s allocation to Currency Investments must be reviewed by a Managing Director of the Investment Manager not
 
29

 

Lazard Global Total Return & Income Fund, Inc.
Other Information
 (concluded)
(unaudited)
 

 
involved in the decision-making process and the Fund’s Chief Compliance Officer, and that such review be documented to include the basis therefor, documentation to be retained for six years, the first two years in an easily accessible place, (2) the Investment Manager must provide the Board with a quarterly report regarding these decisions and the reasons therefor and (3) the Investment Manager must deliver a quarterly certification to the Board, signed by a Managing Director of the Investment Manager and the Fund’s or the Investment Manager’s Chief Compliance Officer (as applicable), that the procedures had been complied with during the previous quarter. The Investment Manager representatives stated that such procedures had been followed and that the Investment Manager would continue to follow those procedures.

Investment Manager Profitability and Economies of Scale

The Directors reviewed information prepared by the Investment Manager for the Fund concerning the expenses incurred, and profits realized, by the Investment Manager and its affiliates resulting from the Management Agreement, including the projected dollar amount of expenses allocated and profit received by the Investment Manager and the method used to determine such expenses and profits. The representatives of the Investment Manager stated that neither the Investment Manager nor its affiliates receive any significant indirect benefits from managing the Fund. The Investment Manager’s representatives stated that the Investment Manager’s broker-dealer affiliate is not currently used for brokerage purposes and that there is no ability for the Investment Manager to benefit from any money flow (float) in connection with transactions in the Fund’s shares. The Investment Manager’s representatives noted that the Investment Manager does obtain soft dollar research, as reviewed by the Board each quarter. The Directors agreed that the information provided substantiated statements of the Investment Manager representatives.

It was noted that the profitability percentage for the Fund was within ranges determined by appropriate court cases not to be so disproportionately large that it bore no reasonable relationship to the services rendered and, given the overall service levels, was thought not to be excessive, and the Board concurred with this analysis.

The Directors considered the Investment Manager’s profitability (projected for the 2007 calendar year) with respect to the Fund as part of their evaluation of whether the Fund’s fee under the Management Agreement bears a reasonable relationship to the mix of services provided by the Investment Manager, including the nature, extent and quality of such services. The Directors evaluated the costs of the services to be provided and profits to be realized by the Investment Manager and its affiliates from the relationship with the Fund in light of the relevant circumstances. It was noted that a discussion of economies of scale should be predicated on increasing assets and that because the Fund is a closed-end fund without daily inflows and outflows of capital there were not at this time significant economies of scale to be realized by the Investment Manager in managing the Fund’s assets. The Directors determined that they would revisit potential economies of scale no later than when they next reviewed the investment advisory fee in connection with renewal of the Management Agreement. The Directors also considered potential benefits to the Investment Manager and its affiliates from the Investment Manager acting as investment adviser to the Fund.

At the conclusion of these discussions, each of the Directors expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to renewal of the Management Agreement. Based on its discussions and considerations as described above, the Board made the following conclusions and determinations.

·
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.

The Board considered these conclusions and determinations in their totality and, without any one factor being dispositive, determined that approval of the Management Agreement was in the best interests of the Fund and its stockholders.  
 
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Lazard Global Total Return & Income Fund, Inc.
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-828-5548
http://www.LazardNet.com

Investment Manager
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-823-6300

Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Transfer Agent and Registrar
Computershare Trust Company, N.A.
P.O. Box 43010
Providence, Rhode Island 02940-3010

Dividend Disbursing Agent
Computershare, Inc.
P.O. Box 43010
Providence, Rhode Island 02940-3010

Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281-1414

Legal Counsel
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
http://www.stroock.com
 

 

 

This report is intended only for the information of stockholders or those who have received the prospectus covering shares of Common Stock of Lazard Global Total Return & Income Fund, Inc. which contains information about management fees and other costs.
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 Registrant’s 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 Auditor’s 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 Registrant’s 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 Registrant’s 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 Registrant’s proxy statement released to stockholders in connection with the previous year’s annual meeting.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(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