SEC Division of Investment Management staff letter: Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc.

STROOCK
BY EMAIL
January 10,2011
Securities and Exchange Commission
Division ofInvestment Management
Office ofChiefCounsel
100 F Street, N.E.
Washington, DC 20549
Re: Intention to Omit Stockholder Proposal Pursuant to Rule 14a-8 Ladies and Gentlemen:
In accordance with Rule 14a-8G) under the Securities Exchange Act of 1934, as amended, we hereby give notice on behalf ofLazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc., each a diversified, closed-end management investment company incorporated in Maryland (the "Funds"), ofeach Fund's intention to omitfrom the Funds' joint proxy statement and each Fund's proxy card (collectively, the "20 II Proxy Materials") forthe Funds' 2011 Joint Annual Meeting of Stockholders the stockholder proposal and the statement suppOiting the proposal (together, the "Proposal") submitted to that Fund by GAMCO Investors, Inc. (the "Proponent") in a letter dated December 23, 2010. A copy ofeach Proposal is attached as Exhibit A. We believe that each Proposal may be excluded under Rule 14a-8(e)(2) because it was received after the stated deadline for submission of stockholder proposals. On behalf of each Fund, we hereby respectfully requestthat the staff(the "Staff") ofthe Securities and Exchange Commission (the "Commission") express its intention not to recommend enforcement action ifthe Proposals are excluded from the Fund's 20 II Proxy Materials for the reasons set forth herein. Grounds for Excluding the Proposals Pnrsuant to Rule 14a-8 We believe that the Proposals may be properly omitted from the Funds' 20 II Proxy Materials because each Proposal was submitted after the deadline specified in Rule 14a-8(e)(2). Pursuant to Rule J4a-8(e)(2), a proposal submitted with respect to a company'sregularly scheduled annual meeting must be received by the company "not less than J20 calendar days before the date ofthe company's proxy statement released to shareholders in connection with the previous year's NY 73130226v3 STRooeR & STItOOCK & LAVAN llP • Nr,w YORK' lOS ANGElI:S • illIAMl ISO ,\IAlIHi' LAN!:, NEW YORK, ",'I 10038-4982 TEl 212.806.5400 FAX 212.806.6006 'i/W\V.STROOCK.COM

annual meeting." The Funds' 20 II Joint Annual Meeting ofStockholders is scheduled to be held within 30 calendar days of the anniversary date of the Funds' 2010 Joint Annual Meeting of Stockholders, which was held on April 29, 20IO. Pursuant to Rule 14a-5(e), the Funds disclosed the deadline for submitting stockholder proposals in their definitive joint proxy statement for the 20 I0 Joint Annual Meeting ofStockholders (the "20 I0 Joint Proxy Statement"), which stated that "[a]ny proposals of stockholders that are intended to be presented at the Funds' 2011 Annual Meeting ofStockholders in accordance with Rule 14a-8 underthe 1934 Act must be received at the Funds' principal executive offices no later than December 6,2010 and must comply with all other legal requirements in order to be included in the Funds' Combined Proxy Statement and forms of proxy for that meeting." This information appeared on page 14 ofthe 2010 Joint Proxy Statement. The Funds received the Proposals, dated December 23, 2010, on December 28, 2010, approximately three weeks after the submission deadline. The Staff has consistently taken noaction positions to the effect that if a shareholder proposal is not submitted by the applicable deadline, then it may be excluded. See, CBS Corporation (April 12,2007) and IDACORP, Inc. (March II, 2003) (stockholder proposal received three months after deadline maybe omitted); Bull & Bear U.S. Government Securities Fund. Inc. (October 8, 1998) (stockholder proposal received eighteen days after deadline may be omitted); Bristol-Meyers Squibb Company (Febrnary 5, 1998) (stockholder proposal received three days after deadline may be omitted); and Peco Energy Company (December 29, 1994) and (Lockheed Corporation (FebrualY 6, 1991) (stockholder proposal received one day after deadline may be omitted). The Staffalso has clearly indicated that a company may exclude a proposal ifit receives mere notice ofa proposal priorto its deadline, but does not receive the actual proposal until after the deadline. See, Duke Energy Corporation (Febrnary 19,2004). Pursuant to Rule 14a-8(f)(I), the Funds were not required to notifY the Proponent ofthe failure to submit the Proposals by the deadline because this deficiency cannot be remedied; however, the Funds notified the Proponent that it failed to submit the Proposals prior to the deadline and also notified the Proponent of other procedural deficiencies regarding its eligibility to submit the Proposals under Rule 14a-8(b). A copy ofthat notice is attached as Exhibit B. Accordingly, we believe that each Proposal may be omitted in its entirety from the Funds' 2011 Proxy Materials pursuant to Rule 14a-8(e). Based on the foregoing, we request that the Staff concur in our viewthat the Funds may omitthe Proposals fi'om their 20 II ProxyMaterials and that no enforcement action will be recommended to the Commission ifthe Proposals are excluded in their entirety.

In accordance with Rule 14a-8G), the Funds are contemporaneously notifYing the Proponent, by copy ofthis letter and related exhibits, ofits intention to omit the Proposal from their 20 II Proxy Materials. Pursuant to Staff Legal Bulletin No. 14D (CF), Shareholder Proposals (November 7, 2008), Question C, we have submitted this letter and the related exhibits to the Commission via email to 2 STRooeR &. STRooeR &: J,AVAN LLP • NEW YORK' LOS ANGELES' MIAMI ISO 1'>IAIDEN LANE, NEW YORK, NY 10038-4$182 TEL 212.806.5400 FAX 212.806.6006 WWW.STROOCK.COM

shareholderproposals@sec.gov.
Ifthe Staffdisagrees with the Funds' conclusionsregarding the omission ofthe Proposals, 01' ifany additional submissions are desired in support of the Funds' position, we would appreciate an opportunity to meet with the Staff or to speak with the Staffby telephone priorto the issuance of the Rule 14a-8G) response. If you have any questions regarding this request, 01' need any additional information, please telephone the undersigned at 212.806.6049. StUatt H. Coleman Enclosures 3 STROOCK & STROOCK & LAVAN LLP • NEW YORK' LOS ANGELES· MIAMI ISO MAIDEN LANE, NEW YORK. NY 10038-4982 TEL 212.806.5400 FAX 212.806.6006 WWW.STROOCK,COM

EXHIBIT A
One Corporate Center
Rye, NY 10580·1422
. ,
"""""" I RESEARCH \ GAMCO Investors, Inc.
December 23, 201a
Via Overnight Delivery
Mr. Nathan A. Paul
Secretary
Lazard World Dividend & Income Fund, Inc.
30 Rockefeller piaza
New York, NY 10112
Re: Shareholder Proposal
Dear Mr. Paul:
This is to advise you that GAMCO Investors, Inc. ("GAMCO") is a stockholder ofthe Lazard World Dividend & Income Fund, Inc. (the "Fund"). GAMCO owns 1,000 shares ofthe Fund. GAMCO intends to submit a stockholder proposal and supporting statement to be presented at the Fund's 2011 Annual Meeting ofStockholders. GAMCO will propose a resolution that urges the stockholders to vote to request that the Board of Directors ofthe Fund take tlie necessary steps to declassify the Board of the Fund and establish annual elections ofdirectors whereby directors ofthe 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. A copy ofthe proposal and supporting statement is attached. Please contact me if you require any further information about GAMCO's proposal. Sincerely, Peter D. Goldstein Director ofRegulatory Affairs Encl.

STOCKHOLDERPROPOSAL
Declassify Board
BE IT RESOLVED, that the stockholders ofthe Lazard World Dividend & Income Fund, Inc. (the "Fund") request that the Board ofDirectors take the necessary steps to declassify the Board ofthe Fund and establish annual elections of directors whereby directors ofthe 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. SUPPORTING STATEMENT We believe that the ability to elect directors is the single most important use ofthe stockholder franchise. Accordingly; directors ofthe Fund should be accountable to the stockholders on an annual basis. Currently, the Boa.rd ofDirectors is divided into three classes. Each class serves staggered three-year terms. Because ofthis structure, stockholders may only vote on roughly one-third ofthe directors each year. The election of directors by classes, for three-year terms, in our opinion, may minimize accountability and preclude the full exercise of the rights ofthe stockholders to approve or disapprove annually the performance of a director or the entire Board. The staggered term structure ofthe Fund's Board is not in the best interest of stockholders because it reduces accountability and is an unnecessary anti-takeover device. Stockholders should have the opportunity to vote on the performance ofthe entire Board of Directors each year. We believe that such annual accountability serves to keep directors closely focused on the performance ofthe Fund and its top executives and on increasing stockholder value. Annual election of all directors gives stockholders the power to either completely replace their Board, or replace a majority of directors, if a situation arises which warrants such action. We urge your support for the proposal to repeal the classified Board ofDirectors ofthe Fund and establish that all directors ofthe Fund be elected annually. Thank you. GAMCO Investors, Inc.

One Corporate Center
Rye, NY 10580·1422
, .. ,
"""""" I RESEARCH \ GAMeo Investors, Inc.
December 23, 2010
Via Overnight Delivery
Mr. Nathan A. Paul
Secretary
Lazard Global Total Return and Income Fund, Inc.
30 Rockefeller Plaza
New York, NY 10112
Re: Shareholder Proposal
Dear Mr. Paul:
This is to advise you that GAMCO Investors, Inc. ("GAMCO") and its parent company GGCP, Inc. ("GGCP") are stockholders ofthe Lazard Global Total Return and Income Fund, Inc. (the "Fund"). GAMCO owns 1,200 shares, and GGCP owns 2,000 shares ofthe Fund, GAMCO intends to submit a stockholder proposal and supporting statement to be presented at the Fund's 2011 Annual Meeting of Stockholders. GAMCO will propose a resolution that urges the stockholders to vote to request that the Board of Directors ofthe Fund take the necessary steps to declassify the Board ofthe Fund and establish annual elections of directors Whereby directors ofthe 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, A copy ofthe proposal and supporting statement is attached. Please contact me ifyou require any further information concerning GAMCO's proposal. Sincerely, Peter D, Goldstein Director ofRegulatory Affairs Encl.

STOCKHOLDER PROPOSAL
Declassify Board
BE IT RESOLVED, that the stockholders of the Lazard Global Total Return and Income Fund, Inc. (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. SUPPORTING STATEMENT We believe that the ability to elect directors is the single most important use of the stockholder franchise. Accordingly, directors ofthe Fund should be accountable to the stockholders on an annual basis. Currently, the Board ofDirectors is divided into three classes. Each class serves staggered three-year terms. Because ofthis structure, stockholders may only vote on roughly one-third ofthe directors each year. The election of directors by classes, for three-year terms, in our opinion, may minimize accountability and preclude the full exercise of the rights ofthe stockholders to approve or disapprove annually the performance of a director or the entire Board. The staggered term structure ofthe Fund's Board is not in the best interest of stockholders because it reduces accountability and is an unnecessary anti-takeover device. Stockholders should have the opportunity to vote on the performance ofthe entire Board of Directors each year. We believe that such annual accountability serves to keep directors closely focused on the performance ofthe Fund and its top executives and on increasing stockholder value. Annual election of all directors gives stockholders the power to either completely replace their Board, or replace a majority of directors, if a situation arises which warrants such action. We urge your support for the proposal to repeal the classified Board ofDirectors ofthe Fund and establish that all directors ofthe Fund be elected annually. Thank you. GAMCO Investors, Inc.

EXHIBIT B
STROOCK
BY OVERNIGHT DELIVERY (upS)
January ro, 2011
Peter D. Goldstein
Director ofRegulatory Affairs
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1422
Re: Stockholder Proposals
Dear Mr. Goldstein:
I am writing on behalf ofLazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc. (the "Funds"), which received on December 28,2010 your separate stockholder proposals (each, a "Proposal") for consideration at the Funds' 2011 Annual Meeting of Stockholders. For the reasons described below, each Fund will not include its Proposal in the Funds' proxy materials; however, the Funds' Boards ofDirectors (the "Boards") plan to consider whether to declassify the Boards. The deadline for receipt of stockholder proposals, as disclosed in the Funds' proxy materials for their 2010 Annual Meeting of Stockholders and determined in accordance with Rule 14a-8(e)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was December 6, 2010. As such, as permitted by Securities and Exchange Commission ("SEC") rules, the Funds may exclude the Proposals from their proxy materials in connection with their 2011 Annual Stockholder Meeting due to your failure to submit the Proposals by this deadline. Rule 14a-8 states that the Funds are not required to notify you ofthis deficiency; however, they are doing so as a matter of courtesy. Each Proposal contains additional procedural deficiencies that the SEC does require us to bring to your attention. Rule 14a-8(b) under the Exchange Act sets forth tlu'ee eligibility standards that stockholders must satisfy in order to submit a proposal for" inclusion in the Funds' proxy materials. A stockholder must: (I) submit sufficient proof of his or her continuous ownership of at least $2,000 in market value, or 1%, of the Fund's shares entitled to vote on the proposal; (2) hold those shares for at least one year as of the date the proposal was submitted to the Fund; and (3) undertake to continue to own those shares through the date ofthe stockholder meeting. The Proposals do not satisfy any ofthose three eligibility standards. To remedy these deficiencies, you must submit written evidence of your ownership of each Fund's shares in satisfaction of each ofthese three requirements. Rule 14a-8(b), a copy of which is attached hereto, sets forth different ways in which you may satisfy these requirements. As noted above, however, even if you cure these deficiencies, the Funds may exclude the Proposals because they were not submitted by the deadline. NY 73128872v6 STROOCK 6: STRooeR 6: LAVAN ttl' . NE\V YORK' LOS ANGElES' MIAMI 180 MAIDEN LANe, NE\V YORK, NY ]0038-4982 TEL 212.806.5400 FAX 212.806.6006 \V\VW.$THOOCK.COM

For these reasons, the Funds' Boards do not intend to present the Proposals to stockholders. However, the Boards believe it is appropriate. to consider the question underlying the Proposals-namely, whether a classified board of directors is in the best interests of a Fund-and the Boards intend to discuss and consider this matter. Ifthe Boards conclude that a declassified board structure is in the Funds' best interests, they will consider all appropriate actions, including the submission of proposals to the Funds' stockholders to amend the Funds' Articles ofIncorporation to declassif'y the Boards. To the extent you wish to remedy the eligibility deficiencies under Rule 14a-8(b) that are capable of being remedied, the SEC's rules require that your response to this letter be postmarked or transmitted electronically no later than 14 calendar days from the date you receive this letter. Please address any response to the Secretary ofthe Funds at 30 Rockefeller Plaza, New York, New York 10112. However, because the failure to submit the Proposals by the stated deadline is a procedural deficiency that cannot be remedied, and in light of the Boards' intentions to consider the question of board classification, we ask that you withdraw each Proposal. Ifyou have any questions with respect to the foregoing, please contact me at 212.806.6049. Stua1t H. Coleman Enclosure cc: Richard Reiss, Jr., Lead Independent Director ofthe Boards 2 NY 73128872v6 STROQeK & STROQeK & LAVAN LLP • NEW YORK' LOS ANGELES· MIAMI 180 MAlDEN LANE, NEW YORK, NY 10038-4982 TEL 212.806.5400 FAX 212.806.6006 WWW.STROOCK.COM

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