Securities Exchange Act of 1934 – Rule 14a-8(e)(2)
|Re:||Lazard Global Total Return and Income Fund, Inc.
Lazard World Dividend & Income Fund, Inc.
Omission of Shareholder Proposals Pursuant to Rule 14a-8
Dear Mr. Coleman:
In a letter dated January 10, 2011, on behalf of Lazard Global Total Return and Income Fund, Inc., and Lazard World Dividend & Income Fund, Inc. (the “Funds” and each, the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission if identical stockholder proposals for each Fund (the “Proposals”) submitted by GAMCO Investors, Inc., are omitted from the joint proxy materials for the Funds’ 2011 joint annual meeting of stockholders.
The Proposals state:
BE IT RESOLVED, that the stockholders of the [Fund] request that the Board of Directors take the necessary steps to declassify the Board of the Fund and establish annual elections of directors whereby directors of the Fund would be elected annually and not by classes. This policy would take effect immediately, and be applicable to the re-election of any incumbent director whose term under the current classified system subsequently expires.
You request our assurance that we would not recommend enforcement action if the Funds omit the Proposals from the 2011 joint proxy materials for the next scheduled stockholder meeting of the Funds pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.
There appears to be some basis for your view that the Funds may exclude the Proposals under Rule 14a-8(e)(2) because the Funds received them after the deadline for submitting proposals. Accordingly, we would not recommend enforcement action to the Commission if the Funds omit the Proposals from the 2011 proxy materials in reliance on Rule 14a-8(e)(2).
Attached is a description of the Division’s informal procedures regarding shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6769.
Yours very truly,
|cc:||GAMCO Investors, Inc.
Attention: Peter D. Goldstein
One Corporate Center
Rye, NY 10580-1422
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