ASSETS | |
| | |
Investments in securities, at fair value (cost $198,047,325) | |
$ | 308,454,074 | |
Cash collateral due from broker on forward currency contracts | |
| 190,000 | |
Foreign currency, at fair value (cost $3,424,302) | |
| 3,450,994 | |
Dividends and interest receivable | |
| 989,926 | |
Gross unrealized appreciation on forward currency contracts | |
| 806,123 | |
Total assets | |
$ | 313,891,117 | |
| |
| | |
LIABILITIES | |
| | |
Cash collateral due to broker on forward currency contracts | |
| 360,000 | |
Management fees payable | |
| 267,929 | |
Distributions payable | |
| 7,710,436 | |
Line of credit outstanding | |
| 26,350,000 | |
Gross unrealized depreciation on forward currency contracts | |
| 829,024 | |
Other accrued expenses and payables | |
| 204,870 | |
Total liabilities | |
$ | 35,722,259 | |
Net assets | |
$ | 278,168,858 | |
| |
| | |
NET ASSETS | |
| | |
Paid in capital (Note 2(f)) | |
$ | 167,960,882 | |
Distributable earnings (Accumulated loss) | |
| 110,207,976 | |
Net assets | |
$ | 278,168,858 | |
Shares of common stock outstanding* | |
| 13,009,661 | |
Net asset value per share | |
$ | 21.38 | |
Market value per share | |
$ | 20.21 | |
* |
$0.001 par value, 500,000,000 shares authorized for the Fund |
The accompanying notes are an integral part of these financial
statements.
18
Lazard Global Total Return and Income Fund, Inc.
Statement of Operations
For the Year Ended December 31, 2021
INVESTMENT INCOME (LOSS) | |
| |
| |
| |
Income: | |
| |
Dividends (net of foreign withholding taxes of $203,904) | |
$ | 3,699,006 | |
Interest (net of foreign withholding taxes of $94,984) | |
| 1,646,623 | |
Total investment income | |
| 5,345,629 | |
| |
| | |
Expenses: | |
| | |
Management fees (Note 3) | |
| 3,107,754 | |
Professional services | |
| 482,267 | |
Custodian fees | |
| 78,911 | |
Administration fees | |
| 51,197 | |
Stockholders’ services | |
| 34,603 | |
Stockholders’ meeting | |
| 20,161 | |
Directors’ fees and expenses | |
| 18,115 | |
Other | |
| 103,559 | |
Total expenses before interest expense | |
| 3,896,567 | |
Interest expense | |
| 172,814 | |
Total expenses | |
| 4,069,381 | |
Net investment income (loss) | |
| 1,276,248 | |
| |
| | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | |
| | |
Net realized gain (loss) on: | |
| | |
Investments | |
| 15,031,179 | |
Foreign currency transactions | |
| (36,392 | ) |
Forward currency contracts | |
| 2,771,127 | |
Total net realized gain (loss) | |
| 17,765,914 | |
Net change in unrealized appreciation (depreciation) on: | |
| | |
Investments (includes net change in unrealized appreciation (depreciation) of foreign capital
gains taxes of $19,228) | |
| 30,437,352 | |
Foreign currency translations | |
| (16,221 | ) |
Forward currency contracts | |
| (2,360,713 | ) |
Total net change in unrealized appreciation (depreciation) | |
| 28,060,418 | |
Net realized and unrealized gain (loss) | |
| 45,826,332 | |
Net increase (decrease) in net assets resulting from operations | |
$ | 47,102,580 | |
The accompanying notes are an integral
part of these financial statements.
19
Lazard Global Total Return and Income Fund, Inc.
Statements of Changes in Net Assets
| |
Year Ended December 31, 2021 | | |
Year Ended December 31, 2020 | |
| |
| | |
| |
INCREASE IN NET ASSETS | |
| | |
| |
| |
| | | |
| | |
Operations: | |
| | | |
| | |
Net investment income (loss) | |
$ | 1,276,248 | | |
$ | 1,419,199 | |
Net realized gain (loss) | |
| 17,765,914 | | |
| 7,355,992 | |
Net change in unrealized appreciation (depreciation) | |
| 28,060,418 | | |
| 27,312,267 | |
Net increase (decrease) in net assets resulting from operations | |
| 47,102,580 | | |
| 36,087,458 | |
| |
| | | |
| | |
Distributions to Stockholders (Note 2(f)): | |
| | | |
| | |
Net investment income and net realized gains | |
| (17,536,531 | ) | |
| (8,342,281 | ) |
Return of capital | |
| (8,145,971 | ) | |
| (8,277,821 | ) |
Net decrease in net assets resulting from distributions | |
| (25,682,502 | ) | |
| (16,620,102 | ) |
Total increase (decrease) in net assets | |
| 21,420,078 | | |
| 19,467,356 | |
Net assets at beginning of period | |
| 256,748,780 | | |
| 237,281,424 | |
Net assets at end of period | |
$ | 278,168,858 | | |
$ | 256,748,780 | |
| |
| | |
| |
Transactions in Capital Shares: | |
| | |
| |
Common shares outstanding at beginning of period | |
| 13,009,661 | | |
| 13,009,661 | |
Common shares outstanding at end of period | |
| 13,009,661 | | |
| 13,009,661 | |
The accompanying notes are an integral
part of these financial statements.
20
Lazard Global Total Return and Income Fund, Inc.
Statement of Cash Flows
For the Year Ended December 31, 2021
INCREASE (DECREASE) IN CASH AND FOREIGN CURRENCY | |
| |
| |
| |
Cash flows from operating activities: | |
| |
Net increase (decrease) in net assets resulting from operations | |
$ | 47,102,580 | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities | |
| | |
(Increase) Decrease in dividends and interest receivable | |
| (56,993 | ) |
Increase (Decrease) in cash collateral due to broker on forward currency contracts | |
| (1,530,000 | ) |
Accretion of bond discount and amortization of bond premium, net | |
| 241,154 | |
Increase (Decrease) in other accrued expenses and payables | |
| (108,739 | ) |
Net realized (gain) loss | |
| (17,765,914 | ) |
Net change in unrealized (appreciation) depreciation | |
| (28,060,418 | ) |
Net settlement of foreign currency contracts | |
| 2,771,127 | |
Purchases of long-term investments | |
| (47,846,647 | ) |
Proceeds from disposition of long-term investments | |
| 55,556,369 | |
Proceeds from disposition of short-term investments, net | |
| 4,167,493 | |
Net cash provided by (used in) operating activities | |
| 14,470,012 | |
| |
| | |
Cash flows from financing activities: | |
| | |
Cash distributions paid (Note 2(f)) | |
| (17,972,066 | ) |
Gross drawdowns in line of credit balance | |
| 6,700,000 | |
Net cash provided by (used in) financing activities | |
| (11,272,066 | ) |
| |
| | |
Effect of exchange rate changes on cash | |
| (52,613 | ) |
Net increase (decrease) in cash and foreign currency | |
| 3,145,333 | |
| |
| | |
Cash, restricted cash and foreign currency:* | |
| | |
Beginning balance | |
| 495,661 | |
Ending balance | |
$ | 3,640,994 | |
| |
| | |
Supplemental disclosure of cash flow information: | |
| | |
Cash paid during the period for interest expense | |
$ | (221,662 | ) |
* |
Includes cash collateral due from broker on forward currency contracts of $190,000 and $0 and foreign currency of $3,450,994 and $495,661 as of December 31, 2021 and December 31, 2020, respectively. |
The accompanying notes are an integral part of these financial
statements.
21
Lazard Global Total Return and Income Fund, Inc.
Financial Highlights
Selected data for a share of common stock outstanding throughout each period
| |
| | |
| | Year
Ended | |
| | |
| |
| |
12/31/21 | | |
12/31/20 | | |
12/31/19 | | |
12/31/18 | | |
12/31/17 | |
Net asset value, beginning of period | |
$ | 19.74 | | |
$ | 18.24 | | |
$ | 15.22 | | |
$ | 19.81 | | |
$ | 15.72 | |
Income (loss) from investment operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income (loss) | |
| 0.10 | | |
| 0.11 | | |
| 0.41 | | |
| 0.25 | | |
| 0.21 | |
Net realized and unrealized gain (loss) | |
| 3.51 | | |
| 2.67 | | |
| 3.68 | | |
| (2.13 | ) | |
| 4.86 | |
Total from investment operations | |
| 3.61 | | |
| 2.78 | | |
| 4.09 | | |
| (1.88 | ) | |
| 5.07 | |
Less distributions from (Note 2(f)): | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| (0.36 | ) | |
| (0.07 | ) | |
| (0.24 | ) | |
| (0.26 | ) | |
| (0.98 | ) |
Net realized gains | |
| (0.98 | ) | |
| (0.57 | ) | |
| — | | |
| (1.32 | ) | |
| — | |
Return of capital | |
| (0.63 | ) | |
| (0.64 | ) | |
| (0.83 | ) | |
| (1.13 | ) | |
| — | |
Total distributions | |
| (1.97 | ) | |
| (1.28 | ) | |
| (1.07 | ) | |
| (2.71 | ) | |
| (0.98 | ) |
Net asset value, end of period | |
$ | 21.38 | | |
$ | 19.74 | | |
$ | 18.24 | | |
$ | 15.22 | | |
$ | 19.81 | |
Market value, end of period | |
$ | 20.21 | | |
$ | 17.81 | | |
$ | 16.55 | | |
$ | 13.62 | | |
$ | 18.00 | |
Total Return based upon (a): | |
| | | |
| | | |
| | | |
| | | |
| | |
Net asset value | |
| 18.81 | % | |
| 16.75 | % | |
| 27.44 | % | |
| –9.80 | % | |
| 33.07 | % |
Market value | |
| 25.10 | % | |
| 17.26 | % | |
| 30.09 | % | |
| –9.81 | % | |
| 39.20 | % |
Ratios and Supplemental Data: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net assets, end of period (in thousands) | |
$ | 278,169 | | |
$ | 256,749 | | |
$ | 237,281 | | |
$ | 146,200 | | |
$ | 190,304 | |
Ratios to average net assets: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net expenses | |
| 1.49 | % | |
| 1.81 | % | |
| 2.05 | %* | |
| 1.82 | % | |
| 1.72 | % |
Total expenses | |
| 1.49 | % | |
| 1.81 | % | |
| 2.05 | %* | |
| 1.82 | % | |
| 1.72 | % |
Net investment income (loss) | |
| 0.47 | % | |
| 0.64 | % | |
| 1.06 | % | |
| 1.32 | % | |
| 1.15 | % |
Portfolio turnover rate | |
| 16 | % | |
| 23 | % | |
| 29 | %** | |
| 35 | % | |
| 42 | % |
Asset coverage per $1,000 of loan outstanding (b) | |
$ | 11,557 | | |
$ | 14,066 | | |
$ | 8,913 | | |
$ | 6,834 | | |
$ | 9,323 | |
Bank borrowing outstanding (in thousands) | |
$ | 26,350 | | |
$ | 19,650 | | |
$ | 29,986 | | |
$ | 25,058 | | |
$ | 22,865 | |
(a) |
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 sale 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 sale 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, or a guarantee, of future results; the market price 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. Returns for a period of less than one year are not annualized. |
|
|
(b) |
Calculated as the sum of the Fund’s Net Assets and line of credit outstanding, as both figures are shown on the Fund’s Statement of Assets and Liabilities, then dividing that sum by the line of credit outstanding and multiplying the result by 1,000. |
|
|
* |
Includes reorganization costs associated with the Fund’s reorganization. Without these costs, net expenses and total expenses each would have been 2.00%. |
|
|
** |
Portfolio turnover rate excludes from purchases the cost of long-term investments transferred in-kind from the reorganization. There was no impact to the portfolio turnover rate. |
The accompanying notes are an integral
part of these financial statements.
22
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements
December 31, 2021
1. Organization
Lazard Global Total Return and Income Fund, Inc. was incorporated
in Maryland on January 27, 2004 and is registered under the Investment Company Act of 1940, as amended (the “1940 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 accompanying financial statements are presented in conformity
with US Generally Accepted Accounting Principles (“GAAP”). The Fund is an investment company and therefore applies
specialized accounting guidance in accordance with Accounting Standards Codification Topic 946. The following is a summary of significant
accounting policies consistently followed by the Fund in the preparation of the financial statements:
(a) Valuation of Investments—Equity securities traded
on a securities exchange or market, including exchange-traded option contracts, rights and warrants, are valued at the last reported
sales price (for US listed equity securities) or the closing price (for non-US listed equity securities) on the exchange or market
on which the security is principally traded or, for securities trading on the Nasdaq, the Nasdaq Official Closing Price. If there
is no available closing price for a non-US listed equity security, the last reported sales price is used. If there are no reported
sales of a security on the valuation date, the security is valued at the most recent quoted bid price on such date reported by
such principal exchange or market. Forward currency contracts generally are valued using quotations from an independent pricing
service. Investments in money market funds are valued at the fund’s NAV per share.
Bonds and other fixed-income securities that are not exchange-traded
are valued on the basis of prices provided by independent pricing services which are based on, among other things, trading in securities
with similar characteristics, brokers’ quotations and/or a matrix system which considers such factors as other security prices,
yields and maturities.
Calculation of the Fund’s NAV may not take place contemporaneously
with the determination of the prices of portfolio assets used in such calculation. Trading on certain non-US securities exchanges
or markets, such as those in Europe and Asia, may be completed before the close of business on each business day in New York (i.e.,
a day on which the NYSE is open). In addition, securities trading in a particular non-US country or countries, may not take place
on all business days in New York and on which the NAV of the Fund is calculated.
If a significant event materially 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
NAV is calculated, or when current market quotations otherwise
23
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
are determined not to be readily available or reliable (including
restricted or other illiquid securities such as certain derivative instruments), such securities will be valued at their fair value
as determined by, or in accordance with procedures approved by, the Fund’s Board of Directors (the “Board”).
The fair value of non-US securities may be determined with the assistance of an independent pricing service using correlations
between the movement of prices of such securities and indices of US securities and other appropriate indicators, such as closing
market prices of relevant American Depositary Receipts (“ADRs”) or futures contracts. Certain non-US securities may
trade on days when the Fund is not open for business, thus affecting the value of the Fund’s assets on days when Fund stockholders
may not be able to buy or sell Fund shares.
The Valuation Committee of the Investment Manager, which is subject
to the oversight of the Board, may evaluate a variety of factors to determine the fair value of securities for which 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
portfolio management team also will be considered.
The effect of using fair value pricing is that the NAV of the Fund
will reflect the affected securities’ values as determined in the judgment of the Board 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’
NAVs.
(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 except for certain dividends from non-US securities where
the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund.
Interest income is accrued daily. The Fund amortizes premiums and accretes discounts on fixed-income securities using the effective
yield method.
The Fund may be subject to taxes imposed by non-US countries in which
it invests. Such taxes are generally based upon income earned or capital gains (realized and/or unrealized). The Fund accrues and
applies such taxes to net investment income, net realized gains and net unrealized gains concurrent with the recognition of income
earned or capital gains (realized and/or unrealized) from the applicable portfolio securities.
As a result of several court cases in certain countries across the
European Union, the Fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries.
These filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European
Union, as well as a number of related judicial proceedings. Uncertainty exists as to the ultimate resolution of these proceedings,
the likelihood of receipt of these claims, and the potential
24
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
timing of payment, and accordingly no amounts are reflected in the
financial statements. Such amounts, if and when recorded, could result in an increase in the Fund’s NAV per share (defined
below).
(c) Leverage—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
Bank and Trust Company (“State Street”). The Investment Manager will generally evaluate the allocation of Fund assets
between Global Equity Investments (defined below) and Currency Investments (defined below) at least monthly. It is therefore possible
that the Fund’s allocation to Currency Investments will, at times, exceed 33 ⅓% of Total Leveraged Assets.
(d) Foreign Currency Translation and Forward Currency Contracts—The
accounting records of the Fund are maintained in US dollars. Portfolio securities and other assets and liabilities denominated
in a foreign currency are translated daily into US dollars at the prevailing rates of exchange. Purchases and sales of securities,
income receipts and expense payments are translated into US 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.
A forward currency contract is an agreement between two parties to
buy or sell currency at a set price on a future date. Daily fluctuations in the value of forward currency contracts are recorded
as unrealized appreciation (depreciation) on forward currency contracts. 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.
Net realized gain (loss) on foreign currency transactions and forward
currency contracts represent 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 US dollar equivalent
amounts actually received or paid. Net change in unrealized appreciation (depreciation) on foreign currency translations reflects
the impact of changes in exchange rates on the value of assets and liabilities, other than investments in securities, during the
period.
During the year ended December 31, 2021, the Fund traded in forward
currency contracts.
(e) Federal Income Taxes—The Fund’s policy is
to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
25
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
“Code”), and to distribute all of its taxable income,
including any net realized capital gains, to stockholders. Therefore, no federal income tax provision is required.
At December 31, 2021, the Fund had $6,194,614 in unused short-term
realized capital loss carryovers and $7,275,795 in unused long-term realized capital loss carryovers, which for federal income
tax purposes, could be used to offset future realized capital gains with no expiration date. The unused realized capital loss carryovers
above include amounts acquired from Lazard World Dividend and Income Fund, Inc. (which traded on the NYSE under the ticker symbol
LOR and was acquired by the Fund on December 3, 2019) and may be subject to future limitations.
During the year ended December 31, 2021, the Fund utilized realized
capital loss carryovers from previous years amounting to $946,390.
Under current tax law, post-October capital losses or certain late-year
ordinary losses, as defined by the Code, 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, 2021, the Fund elected to defer such losses as follows:
Post-October |
|
Late-Year |
Capital Loss |
|
Ordinary Loss |
Deferral |
|
Deferral |
$ 826,648 |
|
$207,467 |
For federal income tax purposes, the aggregate cost, aggregate gross
unrealized appreciation, aggregate gross unrealized depreciation and the net unrealized appreciation (depreciation) were as follows:
|
| |
Aggregate | |
Aggregate | |
Net |
|
|
| |
Gross | |
Gross | |
Unrealized |
|
|
Aggregate | |
Unrealized | |
Unrealized | |
Appreciation |
|
|
Cost | |
Appreciation | |
Depreciation | |
(Depreciation) |
|
|
$198,355,065 | |
$118,838,784 | |
$8,556,029 | |
$110,282,755 |
|
Management has analyzed the Fund’s tax positions, and has concluded
that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on tax returns filed
for any open tax years (or expected to be taken on future tax returns). Open tax years are those that remain subject to examination
and are based on each tax jurisdiction’s statute of limitations. The Fund files a US federal income tax return annually after
its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date
of filing.
(f) Dividends and Distributions—The Fund intends to
declare and pay dividends monthly. 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.
26
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
Income and capital gains distributions are determined in accordance
with federal income tax regulations which may differ from GAAP. These book/tax differences, which may result in distribution reclassifications,
are primarily due to differing treatments of foreign currency and fixed-income transactions, currency straddles, adjustments in
relation to any reorganization and return of capital distributions and wash sales.
The book/tax differences relating to stockholder distributions resulted
in reclassifications among certain capital accounts as follows:
| |
Total |
| |
Distributable |
| |
Earnings |
| |
(Accumulated |
Paid in Capital | |
loss) |
$(8,145,970) | |
$8,145,970 |
Concurrent with the monthly distributions paid throughout the year
pursuant to the Fund’s Managed Distribution Policy, the Fund issues any required notices pursuant to Section 19(a) of the
1940 Act (the “Section 19(a) Notices”), each stating that the Fund has distributed more than its then-current net investment
income and providing the estimated source(s) of the distribution. For 2021, $0.62615 of the $1.97411 per share distributed was
a return of capital. The Section 19(a) Notices may also be viewed at www.lazardassetmanagement.com.
The amounts and sources of distributions shown on the Section 19(a)
Notices are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the cumulative distributions
for tax reporting purposes will depend upon the Fund’s investments during the year and may be subject to changes based on
tax regulations. The Fund will provide stockholders a Form 1099-DIV each calendar year explaining how to report these distributions
for federal income tax purposes.
The tax character of the cumulative dividends and distributions paid
during the years ended December 31(which may differ from previously-issued Section 19(a) Notices), were as follows:
| |
2021 | | |
2020 | |
Net Income | |
$ | 4,705,331 | | |
$ | 978,710 | |
Net Short-Term Capital Gain | |
| — | | |
| — | |
Net Long-Term Capital Gain | |
| 12,831,201 | | |
| 7,363,571 | |
Return of Capital | |
| 8,145,970 | | |
| 8,277,821 | |
Total | |
$ | 25,682,502 | | |
$ | 16,620,102 | |
27
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
At December 31, 2021, the components of distributable earnings (accumulated
loss), on a tax basis, were as follows:
|
Undistributed Ordinary | |
Undistributed Long-Term | |
Net Unrealized Appreciation |
|
|
Income (Deferred | |
Capital Gain (Deferred | |
(Depreciation) Including |
|
|
Ordinary Losses) | |
Capital Losses) | |
Foreign Currency |
|
|
$(207,467) | |
$119,742 | |
$110,295,702 |
|
(g) Allocation of Expenses—Expenses common to the Fund,
The Lazard Funds, Inc. and Lazard Retirement Series, Inc. (each a “Lazard Fund” and collectively, the “Lazard
Fund Complex”), each a registered management investment company advised by the Investment Manager, not directly chargeable
to one or more specific Lazard Funds are allocated to the Fund primarily on the basis of relative net assets.
(h) Estimates—The preparation of financial statements
in conformity with GAAP requires management 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 resulting from operations during the reporting period. Actual results could differ from those estimates.
(i) Net Asset Value—The NAV per share for the Fund is
determined each day the NYSE is open for trading as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time).
The Fund will not treat an intraday unscheduled disruption in NYSE trading as a closure of the NYSE, and will price its shares
as of 4:00 p.m., if the particular disruption directly affects only the NYSE. The NAV per share is determined by dividing the value
of the total assets of the Fund, less all liabilities, by the total number of Fund shares outstanding.
3. Investment Management Agreement
The Fund has entered into a management agreement (the “Management
Agreement”) with the Investment Manager. Pursuant to the Management Agreement, the Investment Manager manages the investment
operations of the Fund and the assets of the Fund including the purchase, retention and disposition thereof, in accordance with
the Fund’s investment objectives, policies, and restrictions, and provides the Fund with administrative, operational and
compliance assistance services.
The Fund has agreed to pay the Investment Manager an annual investment
management fee of 0.85% of the Fund’s average daily “Total Leveraged Assets” (the Fund’s total assets including
Financial Leverage (defined below)) for the services provided by the Investment Manager, payable on a monthly basis. For the year
ended December 31, 2021, the effective annualized management fee, as a percentage of the Fund’s average net assets, was 1.14%.
28
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
The fee paid to the Investment Manager
will be higher when the Investment Manager uses Currency Commitments (defined below) and Borrowings (defined below) (collectively
“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 generally consisting of approximately 60 to 80 US and non-US equity securities, including ADRs, generally of companies
with market capitalizations greater than $2 billion, and may include investments in emerging markets. “Currency Investments”
are investments in emerging market currencies (primarily by entry into forward currency contracts), or instruments whose value
is derived from the performance of an underlying emerging market currency, and also may include 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 the financial exposure 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 33⅓%
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
29
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
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.
| |
Fund’s management | |
Typical management |
|
| |
fee based on Total | |
fee formula, |
|
| |
Leveraged Assets (includes | |
calculated excluding |
|
Beginning assets of $1,000 | |
Currency Commitments) | |
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, 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. Administration, Custody and Transfer Agency Agreements
State Street serves as the Fund’s custodian and provides the
Fund with certain administrative services.
Computershare Trust Company, N.A. is the Fund’s transfer agent
and registrar, while Computershare, Inc. acts as the Fund’s dividend disbursing agent.
5. Directors’ Compensation
Certain Directors of the Fund are officers of the Investment Manager.
For 2021, the annual compensation for each Independent Director (an “Independent Director” is a Director who is not
an “interested person” (as defined in the 1940 Act) of the Fund) for the Lazard Fund Complex) was comprised of: (1)
an annual retainer of $237,000, (2) an additional annual retainer of $33,700 to the lead Independent Director, and (3) an
30
Lazard Global Total Return and Income Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2021
additional annual retainer of $23,500 to the Audit Committee Chair.
Effective January 2022, the annual compensation for each Director who is not an affiliated person of the Investment Manager or
any of its affiliates is comprised of: (1) an annual retainer of $245,000, (2) an additional annual fee of $35,000 to the lead
Independent Director, and (3) an additional annual fee of $25,000 to the Audit Committee Chair. The Independent Directors may be
paid additional fees for participation on ad hoc committees or other work performed on behalf of the Board. The Independent Directors
are reimbursed for travel and other out-of-pocket expenses for attending Board and committee meetings or incurred in connection
with work performed on behalf of the Board. The Directors do not receive benefits from the Fund pursuant to any pension, retirement
or similar arrangement. Independent Directors’ compensation and expenses are allocated among the active portfolios in the
Lazard Fund Complex at a rate of $5,000 per active portfolio with the remainder allocated among the active portfolios on the basis
of relative net assets. The Statement of Operations shows the Independent Directors’ compensation and expenses paid by the
Fund.
6. Securities Transactions and Transactions with Affiliates
Purchases and sales of portfolio securities (excluding short-term
investments) for the year ended December 31, 2021 were $47,696,632 and $55,522,885, respectively.
For the year ended December 31, 2021, the Fund did not engage in
any cross-trades in accordance with Rule 17a-7 under the 1940 Act, and 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 $50 million credit agreement
(the “Credit Agreement”) with State Street primarily to borrow to invest Fund assets in Currency investments other
than Currency Commitments. The Fund may borrow up to the lesser of $50 million or 33⅓% of its Total Leveraged Assets. The interest rate on Borrowings is,
at the Fund’s option, either: (1) the highest of (a) the Federal Funds rate (but not less than 0.0%) plus 0.90%, or (b) the
overnight London Interbank Offered Rate (“LIBOR”) (but not less than 0.0%) plus 0.90%; or (2) LIBOR (but not less than
0.0% and adjusted for reserves) plus 0.90% for interest periods of 30 days as requested by the Fund. Should LIBOR no longer be
available, any loans then outstanding shall, at the Fund’s option, either be converted to the Federal Funds rate plus 0.90%
or otherwise repaid; any new loans after LIBOR is no longer available shall accrue interest at the Federal Funds rate plus 0.90%.
Under the Credit Agreement, the Fund has agreed to pay a 0.15% per annum fee on the unused portion of the commitment line amount
(0.25% per annum if the unused portion is less than 25% of the $50 million committed line amount), payable quarterly in arrears.
During the year ended December 31, 2021, the Fund had Borrowings under the Credit Agreement as follows.
31
Management believes that the fair value of the liabilities under
the Credit Agreement is equivalent to the recorded amount based on its short-term maturity and interest rate, which fluctuates
with the Federal Funds rate and the LIBOR rate. The Borrowings outstanding under the Credit Agreement as of December 31, 2021 are
categorized as Level 2.
the net return on the Fund’s Currency Investments, the Fund’s
leveraged capital structure would result in a lower rate of return than if the Fund were not so leveraged. There is no assurance
that any leverage strategy the Fund employs will be successful.
If the market value of the Fund’s Currency Investments declines,
the leverage will result in a greater decrease in net asset value, or a lower increase in net asset value, than if the Fund were
not leveraged. A greater net asset value decrease may be expected to cause a greater decline in the market price for the Fund’s
common stock.
Forward currency contracts also may be illiquid. Changes in liquidity
may result in significant, rapid and unpredictable changes in the value of such contracts. Forward currency contracts are subject
to many of the risks of, and can be highly sensitive to changes in the value of, the related currencies. As such, a small investment
could have a potentially large impact on the performance of the Fund’s portfolio. Forward
currency contracts incur costs, which reduce returns, and costs of
engaging in such transactions may outweigh any gains. Successful use of forward currency contracts is subject to the Investment
Manager’s ability to accurately predict movements in currency exchange rates. Use of forward currency contracts may cause
the Fund’s investment portfolio to experience losses greater than if the Fund had not engaged in such transactions.
The SEC recently adopted Rule 18f-4 under the 1940 Act, which will
regulate the use of derivatives for certain funds and may require the Fund to alter, perhaps materially, its use of derivatives.
Liquidity can decline unpredictably in response to overall economic
conditions or credit tightening. Prices of bonds and other debt securities tend to move inversely with changes in interest rates.
Interest rate risk is usually greater for fixed-income securities with longer maturities or durations. A rise in interest rates
(or the expectation of a rise in interest rates) may result in periods of volatility and decreased liquidity and, as a result,
bonds and other debt securities may be harder to value or to readily sell at prices at or near their perceived value.
The Fund’s investments in lower-rated, higher-yielding securities
(“junk bonds”) are subject to greater credit risk than its higher-rated investments. Credit risk is the risk that the
issuer will not make interest or principal payments, or will not make payments on a timely basis. Non-investment grade securities
tend to be more volatile, less liquid and are considered speculative. If there is a decline, or perceived decline, in the credit
quality of a debt security (or any guarantor of payment on such security), the security’s value could fall. The prices of
non-investment grade securities, unlike investment grade debt securities, may fluctuate unpredictably and not necessarily inversely
with changes in interest rates. The market for these securities may be less liquid and therefore these securities may be harder
to value or sell at an acceptable price, especially during times of market volatility or decline.
Some debt securities may give the issuer the option to call, or redeem,
the securities before their maturity, and, during a time of declining interest rates, the Fund may have to reinvest the proceeds
of called or redeemed securities in an investment offering a lower yield (and the Fund may not fully benefit from any increase
in the value of its portfolio holdings as a result of declining interest rates).
tions and events in the countries that issue the obligations and
involve special risks not present in investments in US government debt or debt of corporate issuers. During periods of economic
uncertainty, the market prices of sovereign debt may be more volatile than prices of US government debt or debt of corporate issuers
and there may be limited secondary market liquidity. The issuer of the sovereign debt or the governmental authorities that control
the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse
in the event of a default. Sovereign debt risk is increased for emerging market issuers, and certain emerging market countries
have experienced difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring
of certain indebtedness. Certain emerging market countries have declared moratoria on the payment of principal and interest on
their sovereign debt.
market, general market and economic conditions, and other factors
beyond the control of the Fund, the Fund cannot predict whether the Fund’s common stock will trade at, below or above net
asset value or at, below or above the price at which an investor bought shares of the Fund’s common stock. The Fund’s
common stock is designed primarily for long-term investors, and investors should not view the Fund as a vehicle for trading purposes.
The Fund enters into contracts in the normal course of business that
contain a variety of indemnification provisions. The Fund’s maximum exposure under these arrangements is unknown. Management
has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
Fair value is defined as the price that the Fund would receive to
sell an asset, or would pay to transfer a liability, in an orderly transaction between market participants at the date of measurement.
The Fair Value Measurements and Disclosures provisions of GAAP also establish a framework for measuring fair value, and a three-level
hierarchy for fair value measurement that is based upon the transparency of inputs to the valuation of an asset or liability. Inputs
may be observable or unobservable and refer, broadly, to the assumptions that market participants would use in pricing the asset
or liability. Observable inputs reflect the assumptions that market participants would use
in pricing the asset or liability based on market data obtained from
sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market
participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.
The fair value measurement level within the fair value hierarchy for the assets and liabilities of the Fund is based on the lowest
level of any input that is significant to the overall fair value measurement. The three-level hierarchy of inputs is summarized
below:
Changes in valuation methodology or inputs may result in transfers
into or out of the current assigned level within the hierarchy.
The inputs or methodology used for valuing securities are not necessarily
an indication of the risks associated with investing in these securities.
The following table summarizes the valuation of the Fund’s
assets and liabilities by each fair value hierarchy level as of December 31, 2021:
Board of Directors and Officers Information
(unaudited) (concluded)
Name (Year of Birth) Address(1) |
|
Position(s)
with the Fund
(Since) and Term(2) |
|
Principal
Occupation(s)
During the Past Five Years |
|
|
|
|
|
Officers(2): |
|
|
|
|
|
|
|
|
|
Mark R. Anderson (1970) |
|
Chief Compliance Officer (September 2014), Vice President and Secretary (February 2017) |
|
Managing Director (since February 2017), General Counsel (since April 2017) and Chief Compliance Officer (since September 2014) of the Investment Manager |
|
|
|
|
|
Nargis Hilal (1984) |
|
Chief Compliance Officer (July 2020) |
|
Director and Counsel of the Investment Manager (since January 2021, previously Senior Vice President) |
|
|
|
|
|
|
|
|
|
Chief Compliance Officer of KLS Diversified Asset Management LP (March 2016 – August 2017) |
|
|
|
|
|
Christopher Snively (1984) |
|
Chief Financial Officer (March 2016) and Treasurer (September 2019) |
|
Director of the Investment Manager (since January 2021, previously Senior Vice President) |
|
|
|
|
|
Shari L. Soloway (1981) |
|
Assistant Secretary (November 2015) |
|
Head of Legal, North America and Director of the Investment Manager (since January 2020 previously Senior Vice President) |
|
|
|
|
|
Jessica A. Falzone (1989) |
|
Assistant Secretary (January 2019) |
|
Vice President, Legal and Compliance, of the Investment Manager (October 2014 – March 2018) |
|
|
|
|
|
|
|
|
|
Associate at Schulte Roth & Zabel LLP (2014 – March 2018) |
Christina Kennedy (1990) |
|
Assistant Treasurer (May 2020) |
|
Vice President of the Investment Manager (since July 2019) |
|
|
|
|
|
|
|
|
|
Senior Fund Accountant at Gates Capital Management Inc. (July 2016 – July 2019) |
|
|
|
|
|
Cesar A. Trelles (1975) |
|
Assistant Treasurer (December 2004) |
|
Vice President of the Investment Manager |
(1) |
The address of each officer of the Fund is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112-6300. |
(2) |
In addition to Nathan A. Paul, Chief Executive Officer and President (since February 2017, previously Vice President and Secretary, whose information is included in the Class I Interested Director section above. |
48
Lazard Global Total Return and Income Fund, Inc.
Tax and Other Information
(unaudited)
Tax Information
Year Ended December 31, 2021
The following tax information represents year end disclosures
of the tax benefits passed through to stockholders for 2021:
Of the dividends paid by the Fund, 74.33% of the dividends are
qualified dividend income.
Of the dividends paid by the Fund, 24.27% of the dividends qualify
for the dividends received deduction available to corporate shareholders.
The Fund intends to pass through to shareholders foreign source
income of $4,102,621 and foreign taxes paid of $298,888 or up to the maximum amount allowable, as a foreign tax credit.
Of the dividends paid by the Fund, $12,831,201 represents the
long-term capital gain paid to shareholders.
Pursuant to Section 871 of the Code, the Fund has no designated
qualified short-term gains for purposes of exempting withholding of tax on such distributions to US nonresident shareholders.
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 Securities and Exchange Commission (the “SEC”) website at https://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 https://www.sec.gov. Information as of June 30 each year will generally be available by the following August 31.
Schedule of Portfolio Holdings
The Fund files the complete schedule of its Portfolio holdings
with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s
Form N-PORT reports are available on the SEC’s website at https://www.sec.gov.
49
Lazard Global Total Return and Income Fund, Inc.
Investment Objective and Principal Investment Strategies
(unaudited)
The Fund’s investment objective is total return, consisting
of capital appreciation and income. The Fund’s investment objective is fundamental and cannot be changed without approval
by the holders of the Fund’s common stock. The Fund pursues its investment objective through a combination of two separate
investment strategies: Global Equity Investments and Currency Investments (each as described in Note 3 in the Notes to Financial
Statements).
The Investment Manager believes that Global Equity Investments
offer opportunities for capital appreciation and dividend income, and that Currency Investments offer opportunities for income
and short-term gain and, to a lesser extent, capital appreciation. The Investment Manager believes that this combination can provide
total return, including income and short-term capital gains for monthly distributions to Fund stockholders in accordance with the
Fund’s Level Distribution Policy. See Note 2(f) in the Notes to Financial Statements.
Global Equity Investments. The Investment Manager primarily
selects Global Equity Investments by employing the Investment Manager’s relative value strategy. The Fund typically invests
no more than 5% (at the time of investment) of Global Equity Investments in a given security. Sector and country selection is
an outgrowth of the Investment Manager’s stock selection process. In managing Global Equity Investments according to the
Investment Manager’s bottom-up (securities-based) approach to security selection, the portfolio management team focuses
on finding undervalued equities across all sectors and countries and does not set target exposures at the sector or country level.
Consideration is given to sector and industry commitments as
part of the Investment Manager’s risk-monitoring mechanism, and the portfolio management team draws upon the expertise of
the Investment Manager’s Global Risk Management team. While there are no strict sector or country limits, sector and country
weights are monitored using the MSCI All Country World® Index as a guide.
The
investment team seeks to mitigate the risks inherent in local market investments (i.e.,
foreign exchange risk; convertibility risk; interest rate risk; credit risk/spread duration; counterparty risk; settlement, banking
sector, and sub-custodian risk; and liquidity risk) through the use of alternatives to local corporate debt or treasury bills.
The Investment Manager seeks to quantify the sub-component risks and access the market through structured products, and to avoid
risks that it believes are not adequately compensated by the investment.
Currency Investments. Currency Investments consist of
investments in emerging market currencies (using forward currency contracts or other instruments whose value is derived from the
performance of an underlying emerging market currency), and debt obligations denominated in local emerging market currencies that
span the Middle East/Africa, Asia, Eastern Europe/Commonwealth of Independent States/Baltics and Latin America.
50
Lazard Global Total Return and Income Fund, Inc.
Investment Objective and Principal Investment Strategies (unaudited) (continued)
The Investment Manager applies the discipline of bottom-up investment
selection and diversification to local emerging markets currency in selecting Currency Investments. To construct a portfolio of
Currency Investments, the Investment Manager begins with an equal-weighted portfolio of approximately 50 countries which serves
as the Investment Manager’s baseline allocation. From the equal-weighted portfolio, the investment team implements its active
views by over- or under-weighting individual countries within a diversified framework of approximately 20 to 30 countries.
The Investment Manager modestly overweights or underweights certain
countries relative to the baseline allocation based on such factors as a country’s macroeconomic fundamentals, political
stability, interest rate level and anticipated sustainability of currency policy. Of the approximately 50 countries in the baseline
allocation, the Fund currently intends to have a portfolio of approximately 20 to 30 countries. The maximum exposure to any one
country is 10% of Currency Investments, and the Investment Manager hedges currency exposure so that the maximum exposure to any
one currency is 8% of Currency Investments (in each case, determined at the time of each investment).
The average duration and maturity of Currency Investments is
targeted to remain under one year. However, the Fund may invest in securities with longer durations or maturities in particular
countries when the Investment Manager believes domestic yield curves are favorable.
The Investment Manager believes issue size is particularly important
for local corporate issues. Issue size, quality and liquidity are all factors that are taken into consideration in judging the
value of a security, but the Investment Manager does not apply arbitrary cut-off levels to exclude securities from consideration.
The Investment Manager follows a systematic process to search for undervalued opportunities within each sector. The Investment
Manager’s valuation analysis includes credit research and consideration of prepayment/call options, maturity, duration and
coupon and currency and country risks.
The Investment Manager limits Currency Investments positions
to a maximum of 10% in local issues and 2% in emerging markets corporate debt (in each case, determined at the time of each investment).
Short-term trading will not be used as a primary strategy in
making Currency Investments, however, there are no limits on the rate of portfolio turnover, and investments may be sold without
regard to length of time held when, in the opinion of the Investment Manager, investment considerations warrant such action. A
higher portfolio turnover rate results in correspondingly greater transactional expenses that are borne by the Fund. High portfolio
turnover may result in the realization of net short-term capital gains by the Fund, which, when distributed to stockholders, will
be taxable as ordinary income.
51
Lazard Global Total Return and Income Fund, Inc.
Investment Objective and Principal Investment Strategies (unaudited) (continued)
Allocation of Assets to Global Equity Investments and Currency
Investments. The Investment Manager seeks to invest substantially all of the Fund’s Net Assets in Global Equity Investments.
The Investment Manager also seeks to obtain exposure to emerging market currencies by investing in Currency Investments, but limits
such investments to 33⅓% or less of the Fund’s Total Leveraged Assets. The Investment Manager
will generally evaluate the allocation of Fund assets between Global Equity Investments and Currency Investments at least monthly.
It is therefore possible that the Fund’s allocation to Currency Investments will, at times, exceed 33⅓% of Total Leveraged
Assets.
The Investment Manager determines the amount of the Fund’s
investment exposure to Currency Investments using a variety of factors, including the estimated current dividend yield of Global
Equity Investments and the estimated current income and anticipated short-term gains associated with Currency Investments, as well
as economic and market conditions in the relevant emerging markets that may affect the future income or gain potential. Although
Currency Investments primarily consists of forward currency contracts, the Investment Manager may, in its discretion, reduce Global
Equity Investments (but to no less than 80% of the Fund’s Net Assets) and allocate Fund assets to make Currency Investments
with other instruments or debt obligations. The Investment Manager also may use Borrowings to invest in such other instruments
and debt obligations.
The Investment Manager’s decision to reduce Global Equity
Investments to use forward currency contracts or to make investments using Borrowings will be made based on the potential impact
on current Global Equity Investments, the availability of attractive Currency Investments and the costs of Borrowings. Currency
Investments increase the risks of investing in the Fund.
Cash Management. The Investment Manager does not generally
use cash as an investment for temporary defensive purposes, as it intends generally that substantially all of the Fund’s
Net Assets will be invested in Global Equity Investments and Currency Investments at all times. However, the Fund’s assets
may be invested in money market instruments pending investment in Global Equity Investments or in anticipation of the payment
of distributions or to pay Fund expenses.
Financial Leverage. The Fund uses leverage to invest
Fund assets in Currency Investments, primarily using Currency Commitments and Borrowings, up to an aggregate of 33⅓% of
the Fund’s Total Leveraged Assets. Any Borrowings will have seniority over the Fund’s common stock. It is possible
that, following the incurrence of Financial Leverage, the assets of the Fund will decline in value due to market conditions such
that this 33⅓% threshold will be exceeded. In that case, leverage risk will increase.
Although Financial Leverage frequently is at or near 33⅓% of the Fund’s Total Leveraged Assets, the amount and composition of Financial Leverage outstanding
will vary depending on a number of factors, including economic and market conditions in
52
Lazard Global Total Return and Income Fund, Inc.
Investment Objective and Principal Investment Strategies (unaudited) (concluded)
the relevant currency markets, the availability of relatively
attractive Currency Investments not requiring Currency Commitments or Borrowings, and the costs that the Fund would incur as a
result of Borrowings. The Investment Manager’s fee for investment management services is calculated on the basis of the Fund’s
Total Leveraged Assets. The fee paid to the Investment Manager for investment management services is higher when the Fund uses
leverage because the fee paid will be calculated on the basis of the Fund’s assets including the leverage.
There is no assurance that any leverage strategy the Fund employs
will be successful. See “Leverage Risk” below in Principal Risk Factors. If there is a net decrease (or increase) in
the value of the Fund’s investment portfolio, the leverage will decrease (or increase) the net asset value of the Fund per
share of common stock to a greater extent than if the Fund were not leveraged. Currency Commitments, while not necessitating Borrowings,
have the economic effect of leverage by Borrowing because they create investment exposure greater than the Fund’s Net Assets
(similar to Borrowings), although the Fund currently manages Currency Commitments so that they are not considered to constitute
“senior securities” (leverage) under the 1940 Act. The interest rate on Borrowings currently is based on floating short-term
rates, but, in the future, may be at a fixed rate. So long as the rate of return, net of applicable Fund expenses, on the Fund’s
portfolio investments exceeds the then current interest rate on any Borrowings, excess return on the proceeds of Borrowings can
be used to pay distributions to holders of the Fund’s common stock.
Borrowings. Under the 1940 Act, the Fund generally is
not permitted to borrow unless, immediately after the Borrowing, the value of the Fund’s Net Assets plus Borrowings, less
liabilities other than the principal amount represented by Borrowings is at least 300% of such principal amount (i.e.,
Borrowings are limited to approximately 33⅓% of the Fund’s Total Leveraged Assets). In addition, the Fund is not permitted
to declare any cash dividend or other distribution on its common stock unless, at the time of such declaration, the value of the
Fund’s Net Assets plus Borrowings, less liabilities other than the principal amount represented by Borrowings, is at least
300% of such principal amount.
In addition, the Fund may be subject to certain restrictions
on Borrowings imposed by a lender that may impose asset coverage or portfolio composition requirements that are more stringent
than those imposed on the Fund under its investment policies or restrictions or by the 1940 Act. It is not anticipated that these
restrictions will impede the Investment Manager from managing the Fund’s portfolio in accordance with the Fund’s investment
objective and policies.
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited)
Principal Risks of Investing in the Fund
Investment and Market Risk
An investment in the Fund’s common stock is subject to
investment risk, including the possible loss of the entire principal amount that you invest. Your investment in common stock represents
an indirect investment in the Fund’s portfolio investments. Their value, like other market investments, may move up or down,
sometimes rapidly and unpredictably.
Your common stock, at any point in time, may be worth less than
your original investment, even after taking into account the reinvestment of Fund dividends and distributions. The Fund’s
investment strategy includes purchasing investments that have embedded financial leverage, such as forward currency contracts,
which magnifies the risk that you may lose money.
The Fund may incur losses due to declines in one or more markets
in which it invests. These declines may be the result of, among other things, political, regulatory, market, economic or social
developments affecting the relevant market(s). To the extent that such developments impact specific industries, market sectors,
countries or geographic regions, the Fund’s investments in such industries, market sectors, countries and/or geographic regions
can be expected to be particularly affected, especially if such investments are a significant portion of its investment portfolio.
In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively
affect many issuers, which could adversely affect the Fund. Global economies and financial markets are increasingly interconnected,
and conditions and events in one country, region or financial market may adversely impact issuers worldwide. As a result, local,
regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions
or other events could have a significant negative impact on global economic and market conditions. The coronavirus disease 2019
(COVID-19) global pandemic and the aggressive responses taken by many governments or voluntarily imposed by private parties, including
closing borders, restricting travel and imposing prolonged quarantines or similar restrictions, as well as the closure of, or operational
changes to, many retail and other businesses, has had negative impacts, and in many cases severe negative impacts, on markets worldwide.
It is not known how long the effects of such impacts, or any future impacts of other significant events described above, will or
would last, but there could be a prolonged period of global economic slowdown, which may be expected to impact the Fund and its
investments.
Leverage Risk
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
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
will fluctuate because the interest rate of Borrowings varies.
The Fund will pay any costs and expenses relating to any Borrowings.
So long as the Fund is able to realize a higher net return on
its investment portfolio than the then-current cost of any leverage, together with other related expenses, the effect of the leverage
causes the Fund to realize higher net return than if the Fund were not so leveraged. On the other hand, to the extent that the
then-current cost of any leverage, together with other related expenses, approaches the net return on the Fund’s investment
portfolio, the benefit of leverage to stockholders is reduced, and if the then-current cost of any leverage were to exceed the
net return on the Fund’s portfolio, the Fund’s leveraged capital structure would result in a lower rate of return than
if the Fund were not so leveraged. There can be no assurance that any leverage strategy the Fund employs will be successful.
If the market value of the Fund’s Currency Investments
declines, the leverage will result in a greater decrease in net asset value, or a lower increase in net asset value, than if the
Fund were not leveraged. A greater net asset value decrease also may be expected cause a greater decline in the market price for
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 reduce returns.
Investment Manager Fee Conflict Risk
The
fee paid to the Investment Manager is higher when the Investment Manager uses Financial Leverage to make Currency Investments,
rather than by reducing the percentage of Net Assets invested in Global Equity Investments for the purposes of making Currency
Investments. Assuming Financial Leverage in the amount of 33⅓% 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
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
involved in the forward currency contracts and foreign currency
denominated bonds acquired with the proceeds of Borrowings. However, the Investment Manager’s fee is the same regardless
of whether Currency Investments are made with Currency Commitments or with Borrowings (without taking into account the cost of
Borrowings).
Principal Risks of Global Equity Investments
Non-US Investments Risk
Investments in securities of non-US issuers involve special risks,
including the following: (i) less publicly available information about non-US issuers or markets because of less rigorous disclosure
or accounting standards or regulatory practices; (ii) many non-US markets are smaller, less liquid and more volatile, meaning that,
in a changing market, the Investment Manager may not be able to sell the Fund’s portfolio holdings at times, in amounts and
at prices it considers reasonable; (iii) the economies of non-US countries may grow at slower rates than expected or may experience
a downturn or recession; (iv) the impact of economic, political, social or diplomatic events, especially in less stable markets;
and (v) greater risk of expropriation, confiscatory taxation and nationalization. Withholding and other non-US taxes may decrease
the Fund’s return. Many of these risks are more pronounced to the extent that the Fund invests a significant amount of its
assets in companies located in one region.
Economies and social and political climates in individual countries
may differ unfavorably from the United States. Non-US economies may have less favorable rates of growth of GDP, rates of inflation,
currency valuation, capital reinvestment, resource self-sufficiency and balance of payments positions. Unanticipated economic,
political and social developments also may affect the values of the Fund’s investments and the availability to the Fund of
additional investments in such countries. Furthermore, such developments may disrupt significantly the financial markets or interfere
with the Fund’s ability to enforce its rights against non-US issuers.
Additionally, certain non-US markets may rely heavily on particular
industries and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country
or countries, organizations, entities and/or individuals, changes in international trading patterns, trade barriers, and other
protectionist or retaliatory measures. International trade barriers or economic sanctions against foreign countries, organizations,
entities and/or individuals may adversely affect the Fund’s foreign holdings or exposures.
Common Stock Risk
Although common stocks historically have generated higher average
returns than fixed income securities, common stocks also have experienced significantly more volatility in those returns. An adverse
event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, prices
of common stocks are sensitive to general movements in the local stock market, and perhaps
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
global stock markets, and a drop in these markets may depress
the price of common stocks held by the Fund. The Fund intends that the common stocks in which it invests will primarily be relative
value stocks. These stocks are common shares of companies that sell at low valuation levels relative to their earnings, revenues,
assets, cash flows or other definable measures. Such companies may have experienced adverse business or industry developments or
may be subject to special risks that have caused the common shares to be out of favor and, in the Investment Manager’s opinion,
undervalued. If the Investment Manager’s assessment of a company’s prospects is wrong, the price of its common stock
may fall, or may not approach the value that the Investment Manager has placed on it.
Value Investing Risk
The Fund generally invests in stocks believed by the Investment
Manager to be undervalued, but that may not realize their perceived value for extended periods of time or may never realize their
perceived value. The stocks in which the Fund invests may respond differently to market and other developments than other types
of stocks.
Issuer Risk
The value of a security may decline for a number of reasons which
directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods
or services, as well as the historical and prospective earnings of the issuer and the value of its assets or factors unrelated
to the issuer’s value, such as investor perception.
Focused Investing Risk
The Fund invests in a smaller number of issuers than other, more
diversified investment portfolios. As a result, the value of Global Equity Investments may be relatively more susceptible to adverse
effects from any single corporate, economic, market, political or regulatory occurrence than if the Fund’s portfolio of Global
Equity Investments consisted of a larger number of securities.
Principal Risks of Currency Investments
Emerging Markets Risk
Currency Investments are executed in countries considered to
be emerging markets, and investments in emerging markets are particularly speculative. Currency Investments may include, in addition
to forward currency contracts (or instruments whose value is derived from the performance of an underlying emerging market currency),
debt obligations denominated in emerging markets currencies (including sovereign and corporate debt securities). Currency Investments
entail the general risks of investing in non-US issuers to a heightened degree.
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
Particular risks of investing in emerging markets, in addition
to those listed above include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity;
significant price volatility; restrictions on foreign investment; less protection of property rights; and possible seizure of a
company’s assets. The economies of countries with emerging markets may be based predominantly on only a few industries, may
be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation
rates. In addition, foreign investors may be required to register the proceeds of sales. Future economic or political crises could
lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government
monopolies, all of which may adversely affect currencies. Inflation and rapid fluctuations in inflation rates have had, and may
continue to have, negative effects on the economies and financial markets of certain emerging market countries. Many countries
have experienced substantial, and in some cases extremely high, rates of inflation for many years.
Foreign investment in certain emerging markets is restricted
or controlled to varying degrees, which may at times limit or preclude foreign investment in certain emerging markets. Certain
emerging market countries require government approval prior to investments in a particular issuer by foreign persons, limit the
amount of investment by foreign persons in a particular issuers, limit the investment by foreign persons only to a specific class
of securities of issuers that may have less advantageous rights than the classes available for purchase by domiciliaries of the
countries and/or impose additional taxes on foreign investors. In addition, if a deterioration occurs in an emerging market country’s
balance of payments, the country could impose temporary restrictions on investments. Certain emerging market countries may also
restrict investment opportunities in industries deemed important to national interests. Investing in local markets may require
the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional
costs to the Fund.
Currency Risks
Fluctuation and Devaluation Risk. Currency Investments
generally are denominated in the currency of an emerging market country. Accordingly, your investment in Fund common stock, as
measured in US dollars, may change significantly when the values of the emerging market local currencies change relative to the
US dollar, thereby subjecting investors to currency risks. The currencies of emerging market countries may experience significant
declines against the US dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Other risks
include the dependence on the Investment Manager’s ability to predict movements in exchange rates and imperfect correlations
between movements in exchange rates. The Fund also may conduct foreign currency exchange transactions on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange market. The Fund will incur costs in connection with
conversions between various currencies.
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
Repatriation and Currency Conversion Risks. Emerging
market countries may require governmental approval for the repatriation of investment income, capital or the proceeds of sales
of securities by foreign investors. The monetary authorities of an emerging market country may block the repatriation for any reason,
including the unavailability of foreign currency and war. Currency Investments could be adversely affected by delays in, or a refusal
to grant, repatriation of funds or conversion of emerging market currencies. If the Fund were not able to convert a currency into
US dollars, the Fund would continue to hold the currency in some form until the inconvertibility situation changed or a purchaser
for the currency is found.
Devaluation Versus Basket Risk. In certain countries
the central bank manages the currency rate against a basket of one or more developed market currencies such as the Euro, Japanese
Yen and others. In some of these countries, the Fund may employ a strategy seeking to limit exposure to the major currencies while
retaining exposure to the local currency (i.e., investing (a “long” position) in the emerging market currency
while selling (a “short” position) the basket constituents). In such a situation, the Fund’s strategy could
fail if the emerging market country changed the announced or implied components of the currency basket against which the Fund
has hedged its exposure or if the Investment Manager’s strategy to limit exposure to the major currencies is not successful.
Derivatives and Hedging Risk
Derivatives
transactions, including those entered into for hedging purposes (i.e.,
seeking to protect Fund investments), may increase volatility, reduce returns, limit gains or magnify losses, perhaps substantially,
particularly since most derivatives have a leverage component that provides investment exposure in excess of the amount invested.
Forward currency contracts, writing or purchasing over-the-counter options on securities (including options on exchange-traded
funds and exchange-traded notes), indexes and currencies and other over-the-counter derivatives transactions are subject to the
risk of default by the counterparty and can be illiquid. Changes in liquidity may result in significant, rapid and unpredictable
changes in the prices for derivatives. These derivatives transactions, as well as the exchange-traded futures and options in which
the Fund may invest, are subject to many of the risks of, and can be highly sensitive to changes in the value of, the related index,
commodity, interest rate, currency, security or other reference asset. As such, a small investment could have a potentially large
impact on the Fund’s performance. Purchasing options will reduce returns by the amount of premiums paid for options that
are not exercised. In fact, many derivatives may be subject to greater risks than those associated with investing directly in the
underlying or other reference asset.
Forward currency contracts, and certain other instruments whose
value is derived from the performance of an underlying emerging market currency, are highly volatile, and a relatively small price
movement in these instruments may result in substantial losses to the Fund. These instruments may entail investment exposures that
are greater than
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
their costs would suggest, meaning that a small investment in
such an instrument could have a large potential impact on the Fund’s performance, lowering the Fund’s return or resulting
in a loss. The market for these instruments is, or suddenly can become, illiquid, which may cause the price of an instrument to
rapidly and unpredictably change.
Derivatives transactions incur costs, either explicitly or implicitly,
which reduce returns, and costs of engaging in such transactions may outweigh any gains or any losses averted from hedging activities.
Successful use of derivatives, whether for hedging or for other investment purposes, is subject to the Investment Manager’s
ability to predict correctly movements in the direction of the relevant reference asset or market and, for hedging activities,
correlation of the derivative instruments used with the investments seeking to be hedged. Use of derivatives transactions, even
if entered into for hedging purposes, may cause the Fund to experience losses greater than if the Fund had not engaged in such
transactions.
New Rule 18f-4 under the 1940 Act, with which investment companies
must comply beginning in August 2022, will regulate and, in some cases limit, the use of derivatives for certain funds registered
under the 1940 Act. Unless the Fund qualifies as a “limited derivatives user” as defined in Rule 18f-4, the rule would,
among other things, require the Fund to establish a comprehensive derivatives risk management program, to comply with certain value-at-risk
based leverage limits, to appoint a derivatives risk manager and to provide additional disclosure both publicly and to the SEC
regarding its derivatives positions. If the Fund qualifies as a limited derivatives user, Rule 18f-4 would require the Fund to
have policies and procedures to manage its aggregate derivatives risk. These requirements could have an impact on the Fund, including
a potential increase in cost to enter into derivatives transactions and may require the Fund to alter, perhaps materially, its
use of derivatives.
Fixed Income Risk
Currency Investments may include debt investments denominated
in emerging market currencies. As such, an investment in the Fund is subject to the general risks associated with fixed income
investing, such as interest rate risk. The market value of a debt security may decline due to general market conditions that are
not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook
for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The debt securities market
can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall
economic conditions or credit tightening.
Interest Rate Risk. Prices
of bonds and other debt securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely
affect debt securities and, accordingly, will cause the value of the Fund’s investments in these securities to decline. Interest
rate risk is usually greater for fixed-income securities with longer maturities or durations. A rise in interest rates (or the
expectation of a rise in interest
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
rates) may result in periods of volatility, decreased liquidity,
and, as a result, the Fund may have to liquidate portfolio holdings at disadvantageous prices. Risks associated with rising interest
rates are heightened given that interest rates in the US and other countries are at or near historic lows.
Credit Risk. Credit or default risk is the risk that
a Fund portfolio investment will decline in price or fail to make dividend or interest payments when due because the issuer of
the security experiences a decline in its financial status. Such credit risk is generally greater for issuers of below investment
grade securities.
Sovereign Debt Securities Risk. Investing in sovereign
debt securities will expose the Fund to the direct or indirect consequences of political, social or economic changes in the emerging
market countries that issue the securities. Many of these countries are also characterized by political uncertainty or instability.
The ability and willingness of sovereign obligors in emerging market countries or the governmental authorities that control repayment
of their debt to pay principal and interest on such debt when due may depend on general economic and political conditions within
the relevant country. Countries in which the Fund intends to invest have historically experienced, and may continue to experience,
high rates of inflation, high interest rates, exchange rate fluctuations, trade difficulties and extreme poverty and unemployment.
Sovereign obligors in emerging market countries are among the
world’s largest debtors to commercial banks, other governments, international financial organizations and other financial
institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations,
which have led to defaults on certain obligations and the restructuring of certain indebtedness. Holders of certain foreign sovereign
debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers.
Corporate Debt Securities Risk. The market values of
these securities are sensitive to individual corporate developments and changes in economic conditions. Emerging market issuers
may be highly leveraged and may not have more traditional methods of financing available to them. Therefore, their ability to
service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired,
resulting in a higher risk of default.
Some fixed-income securities may give the issuer the option to
call, or redeem, the securities before their maturity. If securities held by the Fund are called during a time of declining interest
rates (which is typically the case when issuers exercise options to call outstanding securities), the Fund may have to reinvest
the proceeds in an investment offering a lower yield (and the Fund may not fully benefit from any increase in the value of its
portfolio holdings as a result of declining interest rates).
High Yield, Lower Quality Securities Risk. Currency
Investments may include high yield, lower quality securities (sometimes referred to as “junk bonds”). The prices of
lower quality securities are volatile and may go down due to market perceptions of
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
deteriorating issuer creditworthiness or economic conditions.
Lower quality securities may become illiquid and hard to value in down markets. High yield, lower quality securities are considered
speculative and, compared to certain lower yielding, higher quality securities, tend to have more volatile prices and increased
price sensitivity to changing interest rates and to adverse economic and business developments, greater risk of loss due to default
or declining credit quality, greater likelihood that adverse economic or company specific events will make the issuer unable to
make interest and/or principal payments, and greater susceptibility to negative market sentiments leading to depressed prices and
decrease in liquidity.
The market values of lower quality securities tend to be more
sensitive to company-specific developments and changes in economic conditions than higher quality securities. The companies that
issue these securities often are highly leveraged, and their ability to service their debt obligations during an economic downturn
or periods of rising interest rates may be impaired. In addition, these companies may not have access to more traditional methods
of financing and may be unable to repay debt at maturity by refinancing. The risk of loss due to default in payment of interest
or principal by these issuers is significantly greater than with higher quality securities because medium and lower quality securities
generally are unsecured and subordinated to senior debt.
Default, or the market’s perception that an issuer is likely
to default, could reduce the value and liquidity of securities held by the Fund, thereby reducing the value of your investment
in shares of the Fund’s common stock. In addition, default may cause the Fund to incur expenses in seeking recovery of principal
or interest on its portfolio holdings.
Other Risks of Currency Investments
Risk of Hedging Developed Market Currency Exposure
Currency Investments may include derivatives or other transactions
employed for purposes of hedging exposure to certain developed market currencies embedded in emerging market currencies. There
may be an imperfect correlation between the Fund’s portfolio holdings and such derivatives, which may prevent the Fund from
achieving the intended consequences of the applicable transaction or expose the Fund to risk of loss. Further, the Fund’s
use of derivatives or other transactions involves costs and are subject to the Investment Manager’s ability to predict correctly
changes in the relationships of the relevant positions. No assurance can be given that the Investment Manager’s judgment
in this respect will be correct. Consequently, the use of hedging transactions might result in a poorer overall performance for
the Fund than if the Fund had not engaged in any hedging transactions. In addition, no assurance can be given that appropriate
hedging instruments will be available or that the Fund will enter into hedging transactions at times or under circumstances in
which it would be advisable to do so. Hedging certain developed market currency exposure is different from typical
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
“hedging” strategies in that it seeks to isolate
emerging market currency exposure from embedded developed market currencies.
Counterparty Risk
Currency Investments may be acquired in the “over-the-counter”
or “interdealer” markets, where participants typically are not subject to credit evaluation and regulatory oversight
as are members of “exchange-based” markets. In the absence of a regulated market to facilitate settlement, the Fund
is subject to the risk that a counterparty will not settle a transaction (such as a forward currency contract or other derivative
transaction) in accordance with its terms and conditions because of a dispute over the terms of contract or because of a credit
or liquidity problem. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract
due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract
in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such
circumstances.
Reinvestment Risk
Reinvestment risk is the risk that returns from Currency Investments
will decline if and when Currency Investments are made from investment disposition proceeds at market interest rates that are below
the current earning rate of Currency Investments, or otherwise when proceeds cannot be used to enter into transactions on terms
as favorable as those on which the disposed assets previously were held. A decline in income could affect the price of the Fund’s
common stock or the Fund’s overall returns.
Liquidity Risk
A rise in interest rates (or the expectation of a rise in interest
rates) may result in periods of volatility, decreased liquidity and, as a result, the Fund may have to liquidate portfolio holdings
at disadvantageous prices. During periods of reduced market liquidity, the Fund may not be able to readily sell debt securities
at prices at or near their perceived value. Economic and other developments can adversely affect debt securities markets.
Other Risks of Investing in the Fund
Fund Distribution Risk
Pursuant to the Fund’s distribution policy, the Fund intends
to make regular distributions on its shares of common stock. To the extent the total monthly distributions for a year exceed the
Fund’s net investment income and net realized capital gain, the excess will generally be treated as a return of capital up
to the amount of a stockholder’s tax basis in the Fund’s common stock. Any distributions which constitute a return
of capital will reduce a stockholder’s tax basis in the Fund’s common stock, thereby increasing such stockholder’s
potential gain or reducing potential loss on the sale of the
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
Fund’s common stock. In addition, such excess distributions
will decrease the Fund’s assets and may increase the Fund’s expense ratio. To make such distributions, the Fund may
have to sell a portion of its investment portfolio at a time when independent investment judgment may not dictate such action.
Any amounts distributed to a stockholder in excess of the stockholder’s basis in the Fund’s common stock will generally
be taxable to the stockholder as capital gain.
Market Discount from Net Asset Value
Shares of closed-end investment companies frequently trade at
a discount from their net asset value. This characteristic is a risk separate and distinct from the risk that the Fund’s
net asset value could decrease as a result of its investment activities. Whether investors will realize gains or losses upon the
sale of the Fund’s common stock will depend not upon the Fund’s net asset value but entirely upon whether the market
price of the Fund’s common stock at the time of sale is above or below the investor’s purchase price for the Fund’s
common stock. Because the market price of the Fund’s common stock will be determined by factors such as relative supply of
and demand for the Fund’s common stock in the market, general market and economic conditions, and other factors beyond the
control of the Fund, the Fund cannot predict whether the Fund’s common stock will trade at, below or above net asset value
or at, below or above the price at which an investor bought his or her shares of the Fund’s common stock. The Fund’s
common stock is designed primarily for long-term investors, and you should not view the Fund as a vehicle for trading purposes.
Price Risk
For reasons not necessarily attributable to any of the risks
set forth herein (for example, supply/demand imbalances or other market forces), the value of the securities or currencies in which
the Fund invests may decline substantially. In particular, purchasing assets or currencies at what may appear to be “undervalued”
levels is no guarantee that these assets or currencies will not be trading at even more “undervalued” levels at the
time of valuation or at the time of sale.
Cybersecurity Risk
The
Fund and its service providers are susceptible to operational and information security and related risks of cybersecurity incidents.
Cybersecurity attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g.,
through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting
data or causing operational disruption. Cybersecurity incidents affecting the Investment Manager, transfer agent or custodian or
other service providers such as financial intermediaries have the ability to cause disruptions and impact business operations,
potentially resulting in financial losses, including by interference with the Fund’s ability to calculate its net asset value;
impediments to trading for the Fund’s portfolio managers; the inability of Fund stockholders to transact in shares of the
Fund’s common stock; violations of applicable privacy, data security or other laws; reg-
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Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (continued)
ulatory fines and penalties; reputational damage; reimbursement
or other compensation or remediation costs; legal fees; or additional compliance costs. Similar adverse consequences could result
from cybersecurity incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages
in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers,
dealers, insurance companies and other financial institutions and other parties. There are inherent limitations in any cybersecurity
risk management systems or business continuity plans, including the possibility that certain risks have not been identified.
Anti-Takeover Provisions
The Fund’s charter includes provisions that could limit
the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. These provisions
could have the effect of depriving the Fund’s stockholders of opportunities to sell their common stock at a premium over
the then current market price of the Fund’s common stock.
Tax Risk
The Fund has elected to be treated, and intends to operate in
a manner so as to continuously qualify annually thereafter, as a Regulated Investment Company (“RIC”) for US federal
income tax purposes. As a RIC, the Fund generally will not pay corporate-level US federal income taxes on any net ordinary income
or capital gains that the Fund timely distributes (or is deemed to timely distribute) to its stockholders as dividends. Instead,
dividends the Fund distributes (or is deemed to timely distribute) generally will be taxable to the holders of the Fund’s
common stock, and any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to
the holders of the Fund’s common stock. To qualify as a RIC, the Fund must, among other things, meet certain source-of-income
and asset diversification requirements (as described below). In addition, the Fund must distribute to its shareholders, for each
taxable year, at least 90% of its investment company taxable income (determined without regard to the dividends paid deduction)
(the “Annual Distribution Requirement”) for any taxable year. The following discussion assumes that the Fund qualifies
as a RIC.
If the Fund (1) qualifies as a RIC and (2) satisfies the Annual
Distribution Requirement, then the Fund will not be subject to US federal income tax on the portion of its net taxable income that
the Fund timely distributes (or is deemed to timely distribute) to shareholders. The Fund will be subject to US federal income
tax at regular corporate rates on any income or capital gains not distributed (or deemed distributed) to its shareholders.
If the Fund fails to distribute in a timely manner an amount
at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of its capital gain net income (both
long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not
distributed, in the preceding
65
Lazard Global Total Return and Income Fund, Inc.
Principal Risk Factors
(unaudited) (concluded)
year (to the extent that income tax was not imposed on such amounts)
less certain over-distributions in prior years (together, the “Excise Tax Distribution Requirements”), the Fund will
be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts
required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or
capital gain net income retained by the Fund that is subject to corporate income tax for the tax year ending in that calendar year
will be considered to have been distributed by year end (or earlier if estimated taxes are paid).
In order to qualify as a RIC for US federal income tax purposes
under Subchapter M of the Code, the Fund must, among other things:
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derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to loans of certain
securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly
traded partnerships,” or other income derived with respect to its business of investing in such stock or securities or foreign
currencies (the “90% Gross Income Test”); and |
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diversify its holdings so that at the end of each quarter of the taxable year: |
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it ensures that at least 50% of the value of its assets consists of cash, cash equivalents, US government securities, securities
of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of the
Fund’s assets or more than 10% of the outstanding voting securities of the issuer; and |
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it ensures that no more than 25% of the value of its assets is invested in the securities, other than US government securities
or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code
rules, by the Fund and that are engaged in the same or similar or related trades or businesses, or the securities of one or more
“qualified publicly traded partnerships” (“QPTPs”) (the “Diversification Tests”). |
In general, for purposes of the 90% Gross Income Test described
above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to
items of income of the partnership that would be qualifying income if realized by a RIC. However, as noted above, 100% of the net
income derived from an interest in a QPTP is qualifying income for purposes of the 90% Gross Income Test. Although income from
a QPTP is qualifying income for purposes of the 90% Gross Income Test, investment in QPTPs cannot exceed 25% of the Fund’s
assets.
66
Lazard Global Total Return and Income Fund, Inc.
Recent Changes
(unaudited)
The following information in this annual report is a summary
of certain changes since December 31, 2020. This information may not reflect all of the changes that have occurred since you purchased
the Fund.
Change to By-Laws
On December 22, 2021, the Fund announced that its Board of Directors
of the Fund has elected that the Fund be subject to the Maryland Control Share Acquisition Act (the “MCSAA”), effective
immediately. The Board believes that electing to be subject to the MCSAA protects the interests of the Fund and its stockholders.
The objective of the MCSAA is to protect the interests of all stockholders of a Maryland corporation. Maryland lawmakers instituted
the MCSAA to limit the ability of any single stockholder to exert undue influence in pursuit of short-term gains at the expense
of long-term value for fund stockholders and a fund’s ability to achieve its investment objective.
The election to become subject to the MCSAA limits the ability
of holders of “control shares” to vote those shares above various threshold levels that start at 10% unless the other
stockholders of the Fund reinstate or approve those voting rights at a meeting of stockholders as provided in the MCSAA.
The above description of the MCSAA is only a high-level summary
and does not purport to be complete. Investors should refer to the actual provisions of the MCSAA and the Fund’s bylaws for
more information, including definitions of key terms, various exclusions and exemptions from the statute’s scope, and the
procedures by which stockholders may approve the reinstatement of voting rights to holders of “control shares.”
An investment in the Fund involves risk, including loss of principal.
Investment return and the value of shares will fluctuate. Any commentary provided in this press release is for informational purposes
only.
Change to Principal Risk Factors
The Fund has updated its derivative risk factor to reflect the
risks associated with new Rule 18f-4 under the 1940 Act.
Other
During the year ended December 31, 2021, except as noted above,
there were: (i) no material changes in the fund’s investment objectives or policies that have not been approved by shareholders,
(ii) no changes in the fund’s charter or by-laws that would delay or prevent a change of control of the fund that have not
been approved by shareholders, (iii) no material changes to the principal risk factors associated with investment in the fund,
and (iv) no change in the persons primarily responsible for the day-to-day management of the fund’s portfolio.
67
NOTES
Lazard Global Total Return and Income Fund, Inc.
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-823-6300
www.lazardassetmanagement.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 Iron Street
Boston, Massachusetts 02210-1641
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 30170
College Station, Texas 77842-3170
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
30 Rockefeller Plaza
New York, New York 10112-0015
Legal Counsel
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036-8299
www.proskauer.com
Lazard Asset Management LLC · 30 Rockefeller
Plaza · New York, NY 10112 · www.lazardassetmanagement.com |
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We Recycle This document is printed on recycled
paper. |
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This report is intended only for the information of stockholders of Lazard Global Total Return and Income Fund, Inc. |
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Performance information as of the most recent month end is available online at www.lazardassetmanagement.com. |