Lazard Global Total Return and Income Fund (LGI)
Filed: 19 Dec 19, 4:57pm
Securities Act File No. 333-230594
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
¨ Pre-Effective Amendment No. [X] Post-Effective Amendment No. 1
(Check appropriate box or boxes)
lazard global total return & income fund, inc.
(Exact Name of Registrant as Specified in its Charter)
Registrant’s Telephone Number, including Area Code: (212) 632-6000
30 Rockefeller Plaza
New York, New York 10112
(Address of Principal Executive Offices)
Mark R. Anderson, Esq.
30 Rockefeller Plaza
New York, New York 10112
(Name and Address of Agent for Service)
COPY TO:
Janna Manes, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).
Explanatory Note
This Post-Effective Amendment consists of the following:
| 1. | Facing Sheet of the Registration Statement. |
| 2. | Part C to the Registration Statement (including signature page). |
| 3. | Exhibit (12) to Item 16 to the Registration Statement. |
This Post-Effective Amendment is being filed solely to file an opinion and consent of counsel as to tax matters in connection with the merger of Lazard World Dividend & Income Fund, Inc. with and into the Registrant, as Exhibit (12) to Item 16 to this Registration Statement on Form N-14 (the “Registration Statement”).
Parts A and B of Pre-Effective Amendment No. 2 to the Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2019 and the definitive versions thereof filed with the SEC on August 27, 2019 pursuant to Rule 497 under the Securities Act are incorporated by reference herein.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
PART C
OTHER INFORMATION
| Item 15 | Indemnification. |
| Reference is made to Article VII of Registrant’s Amended and Restated Articles of Incorporation filed as Exhibit (a) to Registrant’s Registration Statement on Form N-2 (the “N-2 Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2004, Article VI of Registrant’s Amended and Restated By-Laws filed as Exhibit 2 herewith and to Section 2-418 of the Maryland General Corporation Law. The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the SEC: | |
| Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In such event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. | |
| The directors and officers of Registrant are covered by an errors and omission policy covering certain claims and expenses arising out of their position with Registrant, except for matters which involve willful misfeasance, bad faith, gross negligence or reckless disregarding of their duties. | |
| Item 16 | Exhibits. |
| (1) | Registrant’s Amended and Restated Articles of Incorporation are incorporated by reference to the N-2 Registration Statement. |
| (2) | Amended and Restated By-Laws are incorporated by reference to the Registrant’s Registration Statement on Form N-14, filed with the SEC on March 29, 2019 (the “N-14 Registration Statement”). |
| (3) | Not Applicable. |
| (4) | Agreement and Plan of Merger is incorporated by reference to the definitive version of the N-14 Registration Statement, filed with the SEC pursuant to Rule 497 under the Securities Act on August 27, 2019. |
| (5) | Reference is made to Exhibits (1) and (2) hereof. |
| (6) | Management Agreement, as revised, is incorporated by reference to the N-14 Registration Statement. |
| (7) | Not Applicable. |
| (8) | Not Applicable. |
| (9) | Form of Custodian Agreement between Registrant and State Street Bank and Trust Company is incorporated by reference to Pre-Effective Amendment No. 2 to the N-2 Registration Statement, filed with the SEC on April 22, 2004 (“N-2 Pre-Effective Amendment No. 2”). |
| (10) | Not Applicable. |
| (11) | Opinion and Consent of Registrant’s counselis incorporated by reference toPre-Effective Amendment No. 2 to the N-14 Registration Statement, filed with the SEC on August 13, 2019 (“N-14 Pre-Effective Amendment No. 2”). |
| (12) | Opinion and Consent of counsel regarding tax matters.* |
| (13)(a) | Transfer Agency and Service Agreementis incorporated by reference to N-2 Pre-Effective Amendment No. 2. |
| (13)(b) | Administration Agreement is incorporated by reference to N-2 Pre-Effective Amendment No. 2. |
| (13)(c) | Amendment No. 1 to Administration Agreement is incorporated by reference to Pre-Effective Amendment No. 1 to the N-14 Registration Statement, filed with the SEC on June 28, 2019 (“Pre-Effective Amendment No. 1”). |
| (13)(d) | First Amendment toTransfer Agency and Service Agreement is incorporated by reference to Pre-Effective Amendment No. 1. |
| (13)(e) | Amendment to Administration Agreement is incorporated by reference to Pre-Effective Amendment No. 1. |
| (13)(f) | Second Amendment toTransfer Agency and Service Agreement is incorporated by reference to Pre-Effective Amendment No. 1. |
| (14) | Consent of the independent registered public accounting firm of the Registrant is incorporated by reference to N-14 Pre-Effective Amendment No. 2. |
| (15) | Not Applicable. |
| (16) | Power of Attorney is incorporated by reference to the N-14 Registration Statement. |
| * | Filed herewith. |
| Item 17. | Undertakings. |
| (1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| (2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SIGNATURES
As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed on behalf of the Registrant, in the City of New York, and State of New York on the 19th day of December, 2019.
| LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC. | ||
| By: | /s/ Nathan A. Paul* | |
| Nathan A. Paul, Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on December 19, 2019.
| /s/ Nathan A. Paul* | President and Director | |
| Nathan A. Paul | ||
| /s/ Christopher Snively* | Chief Financial Officer | |
| Christopher Snively | ||
| /s/ Ashish Bhutani* | Director | |
| Ashish Bhutani | ||
| /s/ Franci J. Blassberg* | Director | |
| Franci J. Blassberg | ||
| /s/ Kenneth S. Davidson* | Director | |
| Kenneth S. Davidson | ||
| /s/ Nancy A. Eckl* | Director | |
| Nancy A. Eckl | ||
| /s/ Trevor W. Morrison* | Director | |
| Trevor W. Morrison | ||
| /s/ Richard Reiss, Jr.* | Director | |
| Richard Reiss, Jr. | ||
| /s/ Robert M. Solmson* | Director | |
| Robert M. Solmson |
| *By: | /s/ Shari L. Soloway |
| Attorney-in-fact, Shari L. Soloway |
Exhibit Index
| (12) | Opinion and Consent of counsel regarding tax matters. |