LGI Lazard Global Total Return and Income Fund Inc

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

Set forth in the chart below is the dollar range of Common Stock of the Fund and the aggregate dollar range of shares of the Lazard Fund Complex beneficially owned by each Director as of December 31, 2022 (and valued as of that date).

As of December 31, 2022, Directors and officers of the Fund, as a group, owned less than 1% of the Fund’s outstanding Common Stock.

Board’s Oversight Role; Board Composition and Structure

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

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

Board Meetings; Committees of the Board of Directors

During the fiscal year ended December 31, 2022, the Board met seven times. The Board of the Fund has two committees, the Audit Committee and the Nominating Committee. The Fund does not have a standing Compensation Committee for the Board. During the fiscal year ended December 31, 2022, each Director attended at least 75% of the aggregate of all of the meetings of the Board and committees of the Fund on which he or she served. The Fund does not have a formal policy regarding Directors’ attendance at annual meetings of stockholders. Directors did not attend last year’s annual meeting of stockholders of the Fund. At least one Director will be available to participate in the Annual Meeting at the request of stockholders.

The function of the Audit Committee is to (1) oversee the accounting and financial reporting processes of the Fund and the audits of the Fund’s financial statements, and (2) assist Board oversight of (i) the integrity of the Fund’s financial statements, (ii) the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits, and (iii) the qualifications, independence and performance of the Fund’s independent registered public accounting firm (the “independent auditors”), and (3) prepare an Audit Committee report as required by the Securities and Exchange Commission (the “SEC”) to be included in proxy statements. The Audit Committee of the Fund currently is comprised of all of the Independent Directors. The Audit Committee members of the Fund are also “independent” under the listing standards of the New York Stock Exchange. The Audit Committee met five times during the fiscal year ended December 31, 2022. The Audit Committee Charter for the Fund is available at https://www.lazardassetmanagement.com/docs/-sp1-/49626/AuditCommitteeCharter.pdf.

The Board’s Nominating Committee is currently comprised of all of the Independent Directors, and its function is to select and nominate candidates for election to the Fund’s Board. The Nominating Committee met once during the fiscal year ended December 31, 2022.

In evaluating potential nominees, including any nominees recommended by stockholders as discussed below, the Nominating Committee takes into consideration the factors listed in the Nominating Committee Charter, including character and integrity and the considerations discussed above under “Information About the Nominees and Continuing Directors.” Although the Nominating Committee does not have a formal policy with regard to consideration of diversity in identifying potential nominees, the Committee may consider whether a potential nominee’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. The Nominating Committee will consider recommendations for nominees from stockholders sent to the Secretary of the Fund, 30 Rockefeller Plaza, New York, New York 10112. Nominations for consideration by the Nominating Committee may be submitted only by a stockholder or group of stockholders of the Fund (referred to in either case as a “Nominating Stockholder”) that, individually or as a group, has beneficially owned the lesser of (a) 1% of the Fund’s outstanding shares or (b) $500,000 of the Fund’s shares (calculated at market value) for at least one year prior to the date the Nominating Stockholder submits a candidate for nomination, and not more than one Director nomination may be submitted by a Nominating Stockholder each calendar year. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Nominating Committee. A nomination submission made to the Nominating Committee must be received not less than 120 calendar days before the date of the Fund’s proxy statement released to stockholders in connection with the previous year’s annual meeting. The Nominating Committee Charter is not available on www.lazardassetmanagement.com, but was attached to the Proxy Statement for the Fund for its April 23, 2021 annual meeting filed with the SEC on March 9, 2021.

Share Ownership and Certain Beneficial Owners

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

A stockholder who beneficially owns, directly or indirectly, more than 25% of the Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund. As of February 9, 2023, no stockholder was deemed a “control person” of the Fund.

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

Section 16(a) Beneficial Ownership Reporting Compliance. To the best of the Fund’s knowledge, all of its Directors, officers and any other persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), with respect to the Fund (“reporting persons”), complied with all filing requirements under Section 16(a) of the 1934 Act for the Fund’s fiscal year ended December 31, 2022. In making this disclosure, the Fund has relied solely on representations of employees of LAM and, for other potential reporting persons, filings with the SEC for the Fund’s fiscal year ended December 31, 2022.

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

Selection of Independent Registered Public Accounting Firm

The 1940 Act requires that the Fund’s independent auditors be selected by a majority of the Independent Directors of the Fund. One of the purposes of the Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination of the independent auditors for the Fund. At a meeting held on February 23, 2023, the Fund’s Audit Committee recommended and the Fund’s Board, including a majority of the Independent Directors, approved the selection of Deloitte & Touche LLP (“Deloitte”) as the Fund’s independent auditors for the fiscal year ending December 31, 2023. Deloitte also served as the Fund’s independent auditors for the Fund’s fiscal year ended December 31, 2022. A representative of Deloitte will be available to join the Annual Meeting and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions.

At a meeting held on February 23, 2023, the Fund’s Audit Committee reviewed the Fund’s audited financial statements for the fiscal year ended December 31, 2022 and recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to stockholders. A copy of the Audit Committee’s report for the Fund is attached as Appendix A to this Proxy Statement.

Audit Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte for the audit of the Fund’s annual financial statements, or services that are normally provided by Deloitte in connection with the statutory and regulatory filings or engagements, were $45,145 in 2021 and $39,201 in 2022 (plus expenses in each case).

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

The aggregate fees billed for each of the Fund’s last two fiscal years for non-audit assurance and related services provided by Deloitte to LAM and any entity controlling, controlled by or under common control with LAM that provides ongoing services to the Fund (“Service Affiliates”) that were reasonably related to the performance of the annual audit of the Service Affiliate which required pre-approval by the Audit Committee were $305,330 in 2021 and $368,560 in 2022.

Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Deloitte for tax compliance, tax advice and tax planning (“Tax Services”) were $8,237 in 2021 and $8,503 in 2022. These Tax Services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or

treatment of various financial instruments held or proposed to be acquired or held. Additionally, the aggregate fees billed related to European Union tax reclaim filing services rendered by Deloitte were $14,708 in 2021 and $0 in 2022.

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

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

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

Non-Audit Fees. The aggregate non-audit fees billed by Deloitte for services rendered to the Fund and rendered to Service Affiliates were $1,165,322 in 2021 and $1,305,761 in 2022.

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

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

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting To Be Held on April 20, 2023

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