SC TO-I

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Lazard World Dividend & Income Fund, Inc.
(Name of Issuer)

Lazard World Dividend & Income Fund, Inc.
(Name of Person(s) Filing Statement)

Common Stock
(Title of Class of Securities)

521076109
(CUSIP Number of Class of Securities)

Mark R. Anderson, Esq.
30 Rockefeller Plaza
New York, New York 10112
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Janna Manes, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000

CALCULATION OF FILING FEE

Transaction Valuation*:  $14,792,398 (a) Amount of Filing Fee*:  $1,792.84 (b)

*	Estimated solely for the purpose of calculating the registration fee.  Based on a price of 98% of the Registrant’s net asset value per share as of the close of business on July 15, 2019.
(a)	Calculated as the aggregate maximum purchase price for common stock.
(b)	Calculated at 0.01212% of the Transaction Valuation.
☐	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐	third-party tender offer subject to Rule 14d-1.
☒	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO relates to a tender offer by Lazard World Dividend & Income Fund, Inc., a diversified closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), to purchase common stock of the Fund. Subject to the conditions set forth in the Offer to Purchase (attached as Exhibit (a)(1)(i)) and related Letter of Transmittal (attached as Exhibit (a)(1)(ii)), the Fund will purchase up to 1,376,037 shares of common stock that are tendered and not withdrawn prior to 5:00 p.m., New York City time, on August 21, 2019, subject to any extensions of the Offer to Purchase.

ITEMS 1 THROUGH 9 AND 11.

The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

ITEM 10.

Not applicable.

ITEM 12.

	(a)(1)(i)	Offer to Purchase.*
	(a)(1)(ii)	Form of Letter of Transmittal.*
	(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(iv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(2)-(4)	Not applicable.
	(a)(5)(i)	Press Release issued by the Fund, dated February 19, 2019.*
	(a)(5)(ii)	Press Release issued by the Fund, dated May 31, 2019.*
	(a)(5)(iii)	Press Release issued by the Fund, dated July 25, 2019.*
	(b)-(c)	Not applicable.
	(d)(1)	Agreement, dated as of February 15, 2019, between Lazard Asset Management LLC (“LAM”) and Karpus Management, Inc. (d/b/a Karpus Investment Management) (“Karpus”) with respect to the common stock of the Fund is incorporated by reference to Exhibit 99.1 of the Schedule 13D filed by Karpus with the Securities and Exchange Commission (the “SEC”) on February 20, 2019.
	(d)(2)	Agreement, dated as of February 15, 2019, between LAM and Bulldog Investors LLC (“Bulldog”) with respect to the common stock of the Fund is incorporated by reference to Exhibit 1 of the Schedule 13D filed by Bulldog with the SEC on February 20, 2019.
	(d)(3)	Agreement and Plan of Merger, dated as of January 31, 2019, between the Fund and Lazard Global Total Return and Income Fund, Inc. (“LGI”) is incorporated by reference to Exhibit (4) of Pre-Effective Amendment No. 1 to LGI’s Registration Statement on Form N-14 filed by LGI with the SEC on June 28, 2019.
	(e)-(h)	Not applicable.
* Filed herewith.

ITEM 13.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LAZARD WORLD DIVIDEND & INCOME FUND, INC.
By:	/s/ Shari L. Soloway
Name:	Shari L. Soloway
Title:	Assistant Secretary

July 25, 2019

EXHIBIT INDEX

Exhibit

(a)(1)(i)	Offer to Purchase.
(a)(1)(ii)	Form of Letter of Transmittal.
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(i)	Press Release issued by the Fund, dated February 19, 2019.
(a)(5)(ii)	Press Release issued by the Fund, dated May 31, 2019.
(a)(5)(iii)	Press Release issued by the Fund, dated July 25, 2019.

EX-99.(A)(1)(I)

Exhibit (a)(1)(i)

LAZARD WORLD DIVIDEND & INCOME FUND, INC.

c/o Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112

Dear Stockholder:

We are pleased to inform you that Lazard World Dividend & Income Fund, Inc. (the “Fund”) is offering to purchase for cash up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, $0.001 par value per share, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). The Offer will expire at 5:00 p.m., New York City time, on August 21, 2019, unless extended (such date and time, as the same may be extended, the “Expiration Date”). On the terms and subject to the conditions of the Offer, the Fund will pay a purchase price per share for shares validly tendered and not properly withdrawn in the Offer equal to 98% of its net asset value (“NAV”) per share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”) on the day the Offer expires, in cash, less applicable withholding taxes and without interest. All shares that the Fund does not accept for purchase because of proration will be returned at the Fund’s expense to the stockholders that tendered such shares promptly after the Expiration Date.

The Board of Directors of the Fund (the “Board”) has approved the Offer. However, none of the Fund, its Board, Lazard Asset Management LLC, the Fund’s investment manager, or Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer (the “Information Agent”), makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in the Offer to Purchase and in the related letter of transmittal, including the Fund’s reasons for making the Offer.

If you wish to tender all or any part of your shares, you must do so in one of the following manners before the Offer expires: (a) if your shares are registered directly with the Fund in your own name (i) complete and sign the related letter of transmittal according to the instructions in the letter of transmittal and mail or deliver it, together with any required signature guarantee and any other required documents to Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer, or (ii) tender the shares according to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase; or (b) if a broker, dealer, commercial bank, trust company or other nominee holds your shares, you must request that they effect the transaction for you. If you wish to tender shares and your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that nominee and have the nominee tender your shares for you.

The Fund’s shares are listed on the NYSE under the ticker symbol “LOR.” The NAV per share as of the close of the regular trading session of the NYSE on July 15, 2019 was $10.97 per share and the last reported sale price on the NYSE on such date for a share was $10.02. The Fund’s NAV 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). Until the Offer expires, NAV per share quotations can be obtained from the Fund by calling (800) 823-6300. You should obtain current market quotations for the Fund’s shares before deciding whether to tender your shares.

Please direct any questions regarding the Offer to Purchase to the Information Agent at (888) 789-8409.

Sincerely,

Nathan A. Paul
President

July 25, 2019

LAZARD WORLD DIVIDEND & INCOME FUND, INC.

c/o Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112
(800) 823-6300

OFFER TO PURCHASE

Up to 1,376,037 Shares of Common Stock
At a Cash Purchase Price of 98% of Net Asset Value Per Share

by

LAZARD WORLD DIVIDEND & INCOME FUND, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 21, 2019
UNLESS THE FUND EXTENDS THE OFFER.

SUMMARY TERM SHEET

Lazard World Dividend & Income Fund, Inc. (the “Fund”) is providing this summary term sheet for your convenience. It highlights the most material terms of the Offer (as defined below), but the Fund urges you to read the entire Offer to Purchase and the related letter of transmittal because they contain the full details of the Offer. The Fund has included references to the sections of this Offer to Purchase where you will find a more complete discussion. Unless otherwise indicated, references to shares are to the Fund’s shares of common stock, and not to any other securities.

The following are answers to some of the questions you, as a stockholder of the Fund, may have about the Offer.

• What is the Offer?

Lazard World Dividend & Income Fund, Inc., a diversified closed-end management investment company incorporated under the laws of the state of Maryland, is offering to purchase for cash up to 1,376,037 shares of its issued and outstanding shares of common stock, $0.001 par value per share, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). The 1,376,037 shares represent approximately 20% of the Fund’s issued and outstanding shares of common stock as of July 15, 2019. The Fund does not intend to increase the number of shares that it is offering to purchase, even if stockholders tender more than 1,376,037 shares. The Offer is not conditioned upon obtaining financing or any minimum number of shares being tendered. See Section 1 and Section 6.

The Fund’s Board of Directors (the “Board of Directors” or “Board”), upon recommendation from Lazard Asset Management LLC, the Fund’s investment manager (“LAM”), approved the Fund conducting the Offer. The Fund’s Board also has approved, subject to stockholder approvals, the merger of the Fund with and into Lazard Global Total Return and Income Fund, Inc. (“LGI”), another closed-end management investment company managed by LAM with substantially similar investment goals (the “Reorganization”). It currently is anticipated that, following the Expiration Date, proxy materials will be mailed to stockholders of each of the Fund and LGI asking them to consider and vote on the Reorganization.

(i)

• What is the purpose of the Offer?

The Fund is making the Offer to provide stockholders with an alternate source of liquidity (likely at a price above the then-current market price) for at least a portion of their investment in the shares. The Board approved the Offer based on the recommendation of, and information provided by, LAM. See Section 2.

• Has the Fund’s management or Board adopted a position on the Offer?

The Fund’s Board of Directors has approved the Offer. However, none of the Fund, its Board of Directors, LAM or Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer (the “Information Agent”), makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In so doing, you should read carefully the information in this Offer to Purchase and in the related letter of transmittal, including the Fund’s reasons for making the Offer. In addition, stockholders who are considering whether or not to tender their shares are urged to consult their own investment and tax advisors and make their own decisions whether to tender any shares and, if so, how many shares to tender. See Section 2.

• What will be the purchase price for the shares?

On the terms and subject to the conditions of the Offer, the Fund will pay a purchase price per share for shares validly tendered and not properly withdrawn in the Offer equal to 98% of the NAV per share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”) on the day the Offer expires (such price, expressed as a percentage of NAV per share, the “Purchase Price”). The Fund will pay the Purchase Price in cash, less applicable withholding taxes and without interest, for all the shares it purchases in the Offer. The Fund will pay the Purchase Price as promptly as practicable after the Offer expires, but under no circumstances will it pay interest on the Purchase Price, even if there is a delay in making payment. See Section 1 and Section 5.

• What is the NAV per share as of a recent date?

As of July 15, 2019, the NAV per share was $10.97 and the last reported sales price on the NYSE on such date for a share was $10.02. See Section 7 for more information regarding the trading range of shares and the Fund’s NAV per share during the past two fiscal years. Before the Offer expires, NAV quotations can be obtained from the Fund by calling (800) 823-6300. See Section 1.

• Will the Fund’s NAV per share be higher or lower on the date that the price to be paid for purchased shares is to be determined than it was on July 15, 2019?

No one can accurately predict the Fund’s NAV per share at a future date. See Section 7.

• How will the Fund pay for the shares?

The Fund anticipates that it will purchase shares tendered in the Offer, and pay the related fees and expenses, with cash on hand and the proceeds from the sale of portfolio securities held by the Fund. See Section 8.

• Are there any conditions to the Offer?

Yes. The Offer is subject to conditions, including the absence of court and governmental action prohibiting the Offer and the absence of changes in general market conditions or the Fund’s business that, in the Fund’s reasonable judgment, are or may be materially adverse to the Fund, as well as other conditions. See Section 6.

(ii)

• Can the Offer be extended, amended or terminated, and under what circumstances?

The Fund can extend or amend the Offer in its sole discretion. If the Fund extends the Offer, it will delay the acceptance of any shares that have been tendered. The Fund can terminate the Offer under certain circumstances. See Section 6 and Section 15.

• How will I be notified if the Fund extends the Offer or amends the terms of the Offer?

The Fund will issue a press release no later than 9:00 a.m., New York City time, on the business day immediately following the scheduled Expiration Date if it decides to extend the Offer. The Fund will announce any amendment to the Offer by making a public announcement of the amendment. See Section 15.

• How do I tender my shares?

The Offer will expire at 5:00 p.m., New York City time, on August 21, 2019, unless the Fund extends the Offer. To tender your shares prior to the expiration of the Offer: (a) if your shares are registered directly with the Fund in your own name (i) you must deliver a properly completed and duly executed letter of transmittal to Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer (the “Depositary”), at the address appearing on the back cover page of this document, or (ii) the Depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed letter of transmittal or “agent’s message”; or (b) if a broker, dealer, commercial bank, trust company or other nominee holds your shares, you must request that they effect the transaction for you. You should contact the Information Agent if you need assistance. See Section 3 and the instructions to the related letter of transmittal.

Please note that the Fund will not purchase your shares in the Offer unless the Depositary receives the required documents prior to the expiration of the Offer. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that they have an earlier deadline for you to act to instruct them to accept the Offer on your behalf. You should contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

• Must I tender all of my shares for purchase?

No. You may tender for purchase all or part of the shares you own, but any such purchase by the Fund will be subject to the proration provisions described herein. See Section 1.

• How long do I have to decide whether to tender my shares?

The Offer will expire at 5:00 p.m., New York City time, on August 21, 2019, unless extended (such date and time, as the same may be extended, the “Expiration Date”). See Section 1. If you hold your shares directly, you have until that time to tender your shares in the Offer. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the Offer on your behalf. You should contact your broker, dealer, commercial bank, trust company or other nominee to find out the applicable deadline. The Fund may choose, but is not required, to extend the Offer for any reason, subject to applicable laws. See Section 15.

• Once I have tendered shares in the Offer, can I withdraw my tender?

Yes. Tendered shares may be withdrawn at any time prior to the expiration of the Offer, which will occur at 5:00 p.m., New York City time, on August 21, 2019, unless the Fund extends the Offer, in which case shares may be withdrawn until the latest date to which the Fund extends the Offer. If your shares are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, you may need to allow such holder additional time to withdraw your tendered shares. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine if there is an earlier deadline by which you must inform your broker, dealer,

(iii)

commercial bank, trust company or other nominee of any decision to withdraw your tendered shares. See Section 4.

• How do I withdraw shares I previously tendered?

You must deliver, on a timely basis, a written or facsimile notice of your withdrawal (a form of which can be provided upon request from the Information Agent) with the required information to the Depositary at the address appearing on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 3 and Section 4.

• What will happen if more than 1,376,037 shares are tendered?

The Fund will purchase duly tendered shares from tendering stockholders pursuant to the terms and conditions of the Offer on a pro rata basis (disregarding fractions) in accordance with the number of shares tendered by each stockholder (and not timely withdrawn), unless the Fund determines not to purchase any shares as described in Section 6 of this Offer to Purchase. This Offer will not have any special pro ration provision for odd-lot tenders, which means that all odd-lot tenders (including stockholders who own fewer than 100 shares) are subject to pro ration. The Fund’s present intention, if the Offer is oversubscribed, is not to purchase more than 1,376,037 shares. See Section 1.

• If I decide not to tender, how will the Offer affect my shares?

Stockholders who choose not to tender will own a greater percentage interest in the Fund’s outstanding shares of common stock immediately following the consummation of the Offer. See Section 12.

• When will the Fund pay for the shares I tender?

The Fund will pay the Purchase Price to you in cash, less applicable withholding taxes and without interest, for the shares it purchases as promptly as practicable after the expiration of the Offer and the acceptance of the shares for payment. See Section 5.

• Will I have to pay anything to participate in the Offer?

The Fund is paying the costs of conducting the Offer, which include the costs of printing and mailing materials to stockholders, certain legal and filing fees, and fees and expenses of the Depositary and the Information Agent. If you are a registered stockholder and you tender your shares directly to the Depositary, you will not have to pay any brokerage commissions or other broker fees. If you hold shares through a broker, dealer, commercial bank, trust company or other nominee, you should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether transaction costs are applicable. See Section 3.

• What are the U.S. federal income tax consequences if I tender my shares?

The U.S. federal income tax consequences of tendering your shares depends on whether the Reorganization is consummated and the U.S. tax treatment of cash you receive.

If the Reorganization is consummated and the proceeds you receive pursuant to the Offer are treated as received in connection with the Reorganization, then generally you will recognize gain (but not loss) to the extent of the lesser of (X) the excess of (i) the sum of the Offer proceeds received by you plus the fair market value of the LGI shares received by you pursuant to the Reorganization over (ii) your combined adjusted tax basis in your shares of the Fund that were converted in the Reorganization plus your shares of the Fund that were repurchased in the Offer, and (Y) the amount of the Offer proceeds received by you.

(iv)

If the Reorganization is not consummated, or if the Reorganization is consummated but the Offer proceeds are not treated as received in connection with the Reorganization, then generally the receipt of cash for your shares that are tendered and repurchased will be treated either as (1) consideration received in respect of a sale or exchange of the repurchased shares, resulting in gain or loss to you, or (2) a distribution from the Fund in respect of its shares. The Fund and LGI intend to take the position that the Offer proceeds will be treated as received in connection with the Reorganization (if consummated). Different consequences could arise if you are subject to special treatment under the U.S. federal income tax laws. You should consult your tax advisor as to the particular consequences to you of participation in the Offer in light of your specific circumstances. See Section 14.

• Will I have to pay any stock transfer tax if I tender my shares?

If you instruct the Depositary in the letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5.

• Do the Fund’s Directors and Officers intend to tender any shares in the Offer?

The Fund has been advised that its Directors and Officers do not intend to tender any shares in the Offer. Accordingly, if the Fund completes the Offer, the holdings of the Fund’s Directors and Officers as a percentage of the Fund’s outstanding shares will increase.

Subject to applicable law, the Fund’s Directors and Officers may, subsequent to the Offer, sell their shares in open market transactions at prices that may or may not be more favorable than the Purchase Price the Fund will pay stockholders who tender shares in the Offer. See Section 11.

• Whom can I talk to if I have questions?

Questions, requests for assistance and requests for additional copies of this Offer to Purchase, the letter of transmittal and all other Offer documents should be directed to Broadridge Corporate Issuer Solutions, Inc., the Information Agent for the Offer, toll free at (888) 789-8409. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.

(v)

TABLE OF CONTENTS

		PAGE
SUMMARY TERM SHEET			(i	)
INTRODUCTION			1
TERMS AND CONDITIONS OF THE OFFER			3
1.	Number of Shares; Proration		3
2.	Purpose of the Offer; Effects of the Offer; Other Plans		4
3.	Procedures for Tendering Shares		7
4.	Withdrawal Rights		9
5.	Purchase of Shares and Payment of Purchase Price		10
6.	Conditions of the Offer		10
7.	Price Range of Shares		11
8.	Source and Amount of Funds		12
9.	Information about the Fund		13
10.	Selected Financial Information		13
11.	Interests of Directors, Officers and Certain Related Persons; Transactions and Arrangements concerning Shares and Other Material Arrangements		14
12.	Certain Other Effects of the Offer; Registration Under the Exchange Act		16
13.	Legal Matters; Regulatory Approvals		16
14.	Material U.S. Federal Income Tax Consequences		16
15.	Extension of the Offer; Termination; Amendment		20
16.	Fees and Expenses		21
17.	Miscellaneous		21

INTRODUCTION

The Fund invites its stockholders to tender shares of common stock, $0.001 par value per share, for purchase by it. Upon the terms and subject to the conditions set forth in this Offer to Purchase and the related letter of transmittal, the Fund is offering to purchase up to 1,376,037 (approximately 20%) of its issued and outstanding shares at a price equal to 98% of the NAV per share (determined as of the day the Offer expires), in cash, less applicable withholding taxes and without interest.

The Offer will expire at 5:00 p.m., New York City time, on August 21, 2019, unless extended. The Fund may, in its sole discretion, extend the period of time in which the Offer will remain open.

If, at the Expiration Date, more than 1,376,037 shares (or such greater number of shares as the Fund may elect to purchase, subject to applicable law) are validly tendered and not properly withdrawn, the Fund will buy shares on a pro rata basis from all stockholders who validly tender shares. The Fund will return tendered shares that it does not purchase to the tendering stockholders at its expense promptly after the expiration of the Offer. See Section 1 and Section 5 for additional information concerning proration procedures.

The Fund will pay the Purchase Price to the tendering stockholders in cash, less applicable withholding taxes and without interest, for all shares that it purchases. Tendering stockholders whose shares are registered in their own names and who tender directly to Broadridge Corporate Issuer Solutions, Inc., the Depositary in the Offer, will not be obligated to pay brokerage fees or commissions or stock transfer taxes on the purchase of shares by the Fund in the Offer. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

The Offer is not conditioned upon obtaining any financing or any minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 6.

The Fund’s Board of Directors has approved the Offer. However, none of the Fund, its Board of Directors, LAM or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and the related letter of transmittal, including the Fund’s reasons for making the Offer. In addition, stockholders who are considering whether or not to tender their shares are urged to consult their own investment and tax advisors and make their own decisions whether to tender any shares and, if so, how many shares to tender. See Section 2. The Fund has been advised that its Directors and Officers do not intend to tender any shares in the Offer.

Section 14 of this Offer to Purchase describes the material U.S. federal income tax consequences of a sale of shares in the Offer.

As of July 15, 2019, the Fund had issued and outstanding 6,880,183 shares. The 1,376,037 shares that the Fund is offering to purchase represent approximately 20% of the shares of its common stock then outstanding. The Fund’s common stock is listed on the NYSE under the ticker symbol “LOR.” See Section 7. You should obtain current market quotations for the shares before deciding whether to tender your shares.

The Fund’s Board also has approved, subject to stockholder approvals, the merger of the Fund with and into Lazard Global Total Return and Income Fund, Inc. (“LGI”), another closed-end management investment company managed by LAM with substantially similar investment goals (the “Reorganization”). It currently is anticipated that, following the Expiration Date, proxy materials will be mailed to stockholders of each of the Fund and LGI asking them to consider and vote on the Reorganization.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of

1

the transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

If you are not interested in selling any of your shares at this time, you do not need to do anything. This Offer is not part of a plan to liquidate the Fund. Stockholders are not required to participate in the Offer. Stockholders wishing to sell shares should consider whether participating in the Offer, in light of the associated transaction costs described in this Offer, is cost-effective versus selling shares on the NYSE.

You may choose to sell your shares on the NYSE at the prevailing market price (which likely will differ from the Purchase Price) at any time during the Offer if you have not tendered your shares. However, once shares are validly tendered you may not sell them until you have properly withdrawn your tendered shares from the Offer.

You may direct questions and requests for assistance to the Information Agent at its address or telephone number set forth on the back cover page of this Offer to Purchase. You also may direct requests for additional copies of this document or the letter of transmittal to the Information Agent.

The Fund has not authorized any person to make any recommendation on its behalf as to whether you should tender or refrain from tendering your shares in the Offer. The Fund has not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the related letter of transmittal. If given or made, you must not rely upon any such recommendation, information or representation as having been authorized by the Fund.

The Fund is not making the Offer to (nor will it accept any tender of shares from or on behalf of) holders in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, the Fund may, at its discretion, take such action as it may deem necessary for it to make the Offer in any such jurisdiction and extend the Offer to holders in such jurisdiction.

The Fund will pay all administrative charges and expenses related to the Offer. The charges and expenses include legal, accounting, filing and printing charges and expenses, and those of the Information Agent and the Depositary incurred in connection with the Offer.

2

TERMS AND CONDITIONS OF THE OFFER

1. Number of Shares; Proration.

General; Number of Shares. Upon the terms and subject to the conditions of the Offer, the Fund will purchase up to 1,376,037 shares, or such fewer number of shares as are validly tendered and not properly withdrawn in accordance with Section 4, before the scheduled Expiration Date of the Offer, at a price equal to 98% of the NAV per share (determined as of the day the Offer expires), in cash, less applicable withholding taxes and without interest. The NAV per share as of the close of the regular trading session of the NYSE on July 15, 2019 was $10.97 and the last reported sale price of a share on the NYSE on such date was $10.02, representing a discount of 8.66% to NAV per share. Prior to 5:00 p.m. New York City time, on the Expiration Date, NAV quotations can be obtained from the Fund by calling (800) 823-6300.

The Offer will expire at 5:00 p.m., New York City time, on August 21, 2019, unless and until the Fund, in its sole discretion, shall have extended the period of time during which the Offer will remain open. See Section 15 for a description of the Fund’s right to extend, terminate or amend the Offer. In the event of an over-subscription of the Offer as described below, shares tendered will be subject to proration. The Offer and, except as described herein, withdrawal rights expire on the Expiration Date.

If (i) the Fund (a) increases or decreases the price (expressed as a percentage of NAV) to be paid for shares from 98% of the NAV per share (determined as of the day the Offer expires); (b) increases the number of shares being sought in the Offer and this increase in the number of shares sought exceeds 2% of its outstanding shares (or 137,604 shares); or (c) decreases the number of shares being sought, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth (10th) business day from, and including, the date that the Fund first publishes, sends or gives notice in the manner specified in Section 14 of any such increase or decrease, the Fund will extend the Offer until the expiration of ten (10) business days from such date. For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

The Offer is not conditioned on obtaining financing or any minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 6.

The Fund may not purchase all of the shares tendered because of proration provisions. The Fund will return to the tendering stockholders shares that it does not purchase in the Offer at its expense promptly after the Expiration Date. You can specify the order in which you would like the Fund to purchase specified portions of your shares in the event that, as a result of the proration provisions, the Fund purchases some but not all of your tendered shares.

If the number of shares validly tendered and not properly withdrawn prior to the Expiration Date is fewer than or equal to 1,376,037 shares, or such greater number of shares as the Fund may elect to purchase, subject to applicable law, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all such shares.

Upon the terms and subject to the conditions of the Offer, if greater than 1,376,037 shares, or such greater number of shares as the Fund may elect to purchase, subject to applicable law, have been validly tendered and not properly withdrawn prior to the Expiration Date, the Fund will purchase validly tendered shares on a pro rata basis with appropriate rounding adjustments to avoid purchases of fractional shares, as described below.

Proration. If the Offer is over-subscribed, the Fund will not purchase all of the shares that a stockholder tenders in the Offer. In the event the Offer is over-subscribed, shares tendered will be subject to proration. If proration of tendered shares is required, the Fund will determine the proration factor as soon as practicable following the Expiration Date. Subject to rounding adjustment to avoid the purchase of fractional shares, proration for each stockholder that tenders shares will be based on the ratio of the total number of shares validly tendered and not properly

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withdrawn by the stockholder to the total number of shares validly tendered and not properly withdrawn by all stockholders.

This ratio will be applied to stockholders tendering shares to determine the number of shares that will be purchased from each tendering stockholder. The results of any proration will be announced by press release as promptly as practicable after the Expiration Date. Stockholders may obtain preliminary proration information from the Information Agent and may be able to obtain this information from their brokers, dealers, commercial banks, trust companies or other nominees.

This Offer will not have any special pro ration provision for odd-lot tenders, which means that all odd-lot tenders (including stockholders who own fewer than 100 shares) are subject to pro ration.

As described in Section 14, the number of shares that the Fund will purchase from a stockholder in the Offer may affect the U.S. federal income tax consequences to that stockholder and, therefore, may be relevant to that stockholder’s decision whether or not to tender shares.

The Fund will mail or otherwise distribute this Offer to Purchase and the related letter of transmittal to record holders of shares as of the close of business on July 15, 2019 and the Fund will furnish them to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on its stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2. Purpose of the Offer; Effects of the Offer; Other Plans.

Purpose of the Offer. The Fund is making the Offer to provide stockholders with an alternate source of liquidity (likely at a price above the then-current market price) for at least a portion of their investment in the shares. The Board approved the Offer based on the recommendation of, and information provided by, LAM.

There can be no assurance that the Offer will not negatively affect the Fund’s future distributions to stockholders. See also Section 7. Likewise, there can be no assurance that this Offer or any other actions taken by the Board will reduce or eliminate any market price discount from NAV of the shares. The market price of the shares will also be determined by, among other things, the relative demand for and supply of shares in the market, the Fund’s investment performance, the Fund’s yield, and investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives.

Any shares purchased by the Fund pursuant to the Offer will be cancelled and retired.

None of the Fund, its Board of Directors, LAM or the Information Agent makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares. The Fund has not authorized any person to make any recommendation. Stockholders who are considering whether or not to tender their shares are urged to consult their own investment and tax advisors and make their own decisions whether to tender any shares and, if so, how many shares to tender. The Fund has been advised that its Directors and Officers do not intend to tender any shares in the Offer.

Effects of the Offer. THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR PARTICIPATING AND NON-PARTICIPATING STOCKHOLDERS. PLEASE SEE BELOW.

Certain Effects on the Fund. The purchase of shares pursuant to the Offer may have several effects on the Fund, including:

• reducing the net assets of the Fund;

• increasing the proportionate interest in the Fund of non-participating stockholders; and

• reducing liquidity and the depth of the trading market for Fund shares as a result of a reduction in the number of shares issued and outstanding.

Purchases by the Fund of its shares pursuant to the Offer will reduce the net assets of the Fund accordingly. The reduced net assets of the Fund will result in a higher expense ratio for the Fund

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and, although not currently anticipated by Fund management, possibly in less investment flexibility for the Fund.

In addition, because the Fund may be required to sell portfolio securities to raise cash for the purchase of shares pursuant to the Offer, during the pendency of the Offer and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents, which would tend to decrease the Fund’s net income and may, although not currently anticipated to, interfere with the Fund’s ability to meet its investment objective.

The Fund currently anticipates being required to sell portfolio securities to raise cash to finance the Offer. As a result, the market prices of the Fund’s portfolio securities may decline, which would cause the Fund’s NAV to decline. If any such decline occurs, the Fund cannot predict what its magnitude would be or whether such a decline would be temporary or continue to or beyond the Expiration Date. Because the Purchase Price will be dependent upon the Fund’s NAV per share as determined on the next business day after the Expiration Date, if such a decline continued through the Expiration Date, the consideration received by tendering stockholders would be reduced. In addition, the sale of portfolio securities will cause the Fund to incur increased brokerage and related transaction expenses and may also require the Fund to make additional taxable distributions to stockholders. Moreover, the Fund may receive proceeds from the sale of portfolio securities to finance the Offer less than their valuations by the Fund. Depending upon the timing of such sales, any such decline in NAV may adversely affect any tendering stockholders whose shares are accepted for purchase by the Fund, as well as those stockholders who do not tender their shares pursuant to the Offer by reducing the amount of proceeds received by tendering stockholders and the NAV per share for non-tendering stockholders.

If the Fund’s tax basis for securities sold to raise cash to finance the Offer is less than the sale proceeds, the Fund will recognize capital gains. The Fund would expect to distribute any such gains to stockholders of record (reduced by unused capital loss carryforwards, if any) prior to the closing of the Reorganization, or, if the Reorganization is not approved by stockholders or otherwise not consummated, following the end of the Fund’s fiscal year. This recognition and distribution of gains, if any, would have two potentially adverse consequences: first, stockholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional capital gains. It is not possible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be realized and recognized). In addition, some of the distributed gains may be realized on securities held for one year or less, which would generate income taxable to stockholders at ordinary income rates. This could adversely affect the Fund’s performance. As of May 31, 2019, there were net unrealized losses on a tax basis of approximately $1.4 million in the Fund’s portfolio as a whole, excluding the impact of any transactions effected in accordance with the “wash sale” rules under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which is anticipated to be minimal. As of December 31, 2018, the Fund had unused capital loss carryforwards of approximately $8.03 million of short-term capital losses and $9.83 million of long-term capital losses, all of which can be carried forward for an unlimited period.

Tax Consequences of Participating Stockholders. The purchase of shares tendered by participating stockholders pursuant to the Offer will generally have U.S. federal income tax consequences. In addition, non-participating stockholders may also be subject to certain U.S. tax consequences. See Section 14.

Pro Forma Effects on Capitalization. The following table sets forth the net assets of the Fund as of May 31, 2019, adjusted to give effect to the Offer (assuming it was fully subscribed and completed on May 31, 2019):

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	(1)				(2)				(3)
	As of May 31, 2019				Adjustments				Pro Forma as Adjusted*
Total Net Assets		$	70,447,249	^		$	(14,027,661	)		$	56,419,588
Shares Outstanding			6,880,183				1,376,037				5,504,146
NAV Per Share†		$	10.24	^		$	0.01			$	10.25

Ù	Adjusted for the decrease in total net assets and NAV per share due to the accrual (through May 31, 2019) of a portion of the Fund’s liability for (1) the non-recurring estimated expenses of the Offer (the “Previously Accrued Tender Offer Expenses”) to be borne entirely by the Fund, and (2) the portion of the non-recurring estimated expenses of the Reorganization to be borne by the Fund.
*	“Pro Forma as Adjusted” adjusts the numbers in column (1) by assuming that the Offer was fully subscribed and completed on May 31, 2019. Given these assumptions, the Fund would have purchased for cash 1,376,037 of its shares of common stock at $10.03 per share (which is 98% of the net asset value per share of common stock determined as of the close of regular trading of the NYSE on May 31, 2019) for an aggregate cost (excluding the expenses of the Offer) to the Fund of approximately $13,807,661. Fund shares tendered pursuant to the Offer will be purchased at a 2% discount to NAV on the Expiration Date, which may be higher or lower, and the actual NAV per share also may be higher or lower, than that shown above. In addition, adjustments have been made to reflect the non-recurring estimated expenses of the Offer (less the Previously Accrued Tender Offer Expenses) to be borne entirely by the Fund. Such amount does not reflect brokerage commissions and other portfolio transaction costs associated with raising cash to pay Fund stockholders who tender their shares in the Offer.
†	The Fund’s NAV 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) and is determined by dividing the net assets of the Fund by the number of its shares outstanding.

Other Plans. Except as described in this Offer to Purchase (including those documents filed with the SEC and incorporated by reference herein, as referred to in Section 10) or in connection with the operation of the Fund’s dividend reinvestment plan, and except for (or as resulting from) the Reorganization, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in: (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (ii) other than in connection with transactions in the ordinary course of the Fund’s operations and for purposes of funding the Offer and repositioning the Fund’s portfolio in anticipation of the closing of the Reorganization, any purchase, sale or transfer of a material amount of assets of the Fund; (iii) any material change in the Fund’s present dividend policy, or indebtedness or capitalization of the Fund; (iv) changes to the present Board or management of the Fund, including changes to the number or the term of members of the Board, the filling of any existing vacancies on the Board or changes to any material term of the employment contract of any executive officer; (v) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in the Fund’s investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940 Act, as amended (the “1940 Act”); (vi) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; (vii) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (viii) the suspension of the Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (ix) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (x) any changes in the Fund’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund. See also Section 12.

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3. Procedures for Tendering Shares.

Proper Tender of Shares. For stockholders to validly tender shares in the Offer, the Depositary must receive all of the following before 5:00 p.m., New York City time, on the Expiration Date at the Depositary’s address on the back page of this Offer to Purchase:

• in the case of tendered shares delivered in accordance with the procedures for book-entry transfer as described below, a confirmation of receipt of the shares;

• either (a) a properly completed and duly executed letter of transmittal, including any required signature guarantees, or (b) in the case of a book-entry transfer, an “agent’s message” of the type described below; and

• any other documents required by the letter of transmittal.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the Offer on your behalf. You should contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

If you hold shares directly and tender your shares directly to the Depositary, you will not have to pay any brokerage commissions. If you hold shares through a broker, dealer, commercial bank, trust company or other nominee, however, you should ask your broker, dealer, commercial bank, trust company or other nominee if you will be charged a fee to tender your shares through the broker, dealer, commercial bank, trust company or other nominee.

Signature Guarantees. Except as otherwise provided below, all signatures on a letter of transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses), which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a letter of transmittal need not be guaranteed if:

• the letter of transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company, referred to as the “book-entry transfer facility”, whose name appears on a security position listing as the owner of the shares) exactly as the name of the registered holder appears on a security position listing or on the records of the Fund’s transfer agent; or

• shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the letter of transmittal.

The Fund will make payment for shares tendered and accepted for payment in the Offer only after the Depositary timely receives (i) a timely confirmation of the book-entry transfer of the shares into the Depositary’s account at the book-entry transfer facility as described above, (ii) a properly completed and duly executed letter of transmittal, or an agent’s message in the case of a book-entry transfer, and (iii) any other documents required by the letter of transmittal.

Method of Delivery. The method of delivery of all documents, including the letter of transmittal and any other required documents, is at the election and risk of the tendering stockholder. If you choose to deliver required documents by mail, the Fund recommends that you use registered mail with return receipt requested, properly insured.

All deliveries made in connection with the Offer, including the letter of transmittal, must be made to the Depositary and not to any of the Fund, the Information Agent or the book-entry transfer facility. Any documents delivered to the Fund, the Information Agent or the book-entry transfer facility will not be forwarded to the Depositary and therefore will not be deemed to be validly tendered and may not be timely returned.

Book-Entry Delivery. The Depositary will establish an account with respect to the shares for purposes of the Offer at the book-entry transfer facility within two business days after the commencement date of the Offer, and any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the shares by causing the book-entry

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transfer facility to transfer shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for transfer. Although participants in the book-entry transfer facility may effect delivery of shares through a book-entry transfer into the Depositary’s account at the book-entry transfer facility, it will still be necessary for a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an agent’s message, and any other required documents, to be transmitted to and received by the Depositary at its address set forth on the back cover page of this Offer to Purchase prior to the Expiration Date.

Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the Depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the letter of transmittal and that the Fund may enforce the terms of the letter of transmittal against the participant.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. The Fund will determine, in its sole discretion, all questions as to the number of shares that it will accept and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and, subject to any order or decision by a court of competent jurisdiction, the Fund’s determination will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which it determines may be unlawful. The Fund also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, and, subject to any order or decision by a court of competent jurisdiction, its interpretation of the terms of the Offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until the stockholder cures, or the Fund waives, all defects or irregularities. None of the Fund, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

Return of Unpurchased Shares. In the case of unpurchased shares tendered by book-entry transfer at the book-entry transfer facility, the Depositary will return such unpurchased shares by crediting the shares to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility or with the Fund’s transfer agent, without expense to the stockholder.

U.S. Federal Backup Withholding Tax. Under the U.S. federal income tax backup withholding rules, 28% of the gross proceeds payable to a stockholder or other payee pursuant to the Offer must be withheld and remitted to the United States Treasury unless the stockholder or other payee provides his, her or its taxpayer identification number (employer identification number or social security number) to the Depositary and provides the required certifications under penalties of perjury or otherwise establishes that an exemption applies. Therefore, tendering stockholders should complete and sign the Internal Revenue Service (“IRS”) Form W-9 included as part of the letter of transmittal to provide the information and certifications necessary to avoid backup withholding, unless the stockholder otherwise establishes to the satisfaction of the Depositary that the stockholder is not subject to backup withholding. In order for a non-U.S. stockholder to establish that it is not subject to backup withholding, that stockholder must submit an IRS Form W-8BEN, IRS Form W-8BEN-E or other IRS withholding certificate or tax form, as applicable, signed under penalties of perjury, instead of the IRS Form W-9. Tendering stockholders can obtain the applicable forms from the Depositary. See Instruction 8 of the letter of transmittal. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or a credit against a stockholder’s U.S. federal income tax liability if the appropriate information is timely provided to the IRS.

Any tendering stockholder or other payee who fails to complete fully and sign the IRS Form W-9 included in the letter of transmittal, or the IRS Form W-8BEN, IRS Form W-8BEN-E or other IRS withholding certificate or tax form, as applicable, may be subject to required U.S. federal income tax withholding of 24% of the gross proceeds paid to such stockholder or other payee pursuant to the Offer.

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For a discussion of the material U.S. federal income tax consequences to tendering U.S. stockholders, see Section 14.

Your Representation and Warranty; Acceptance Constitutes an Agreement. A tender of shares under any of the procedures described above will constitute your acceptance of the terms and conditions of the Offer, as well as your representation and warranty to the Fund that:

• you have a net long position in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 under the Exchange Act;

• you have full power and authority to tender, sell, assign and transfer the shares tendered (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect to such shares after the Expiration Date);

• when and to the extent the Fund accepts the shares for purchase, it will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights; and

• your tender of shares complies with Rule 14e-4.

It is a violation of Rule 14e-4 for a person acting alone or in concert with others, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the period of time in which the Offer will remain open (including any extensions thereof), the person so tendering has a net long position, equal to or greater than the amount tendered, in either: (i) the Fund’s shares, and will deliver or cause to be delivered such shares for the purpose of tender to the Fund within the period specified in the Offer; or (ii) an equivalent security and, upon acceptance of such person’s tender, will acquire the Fund’s shares by conversion, exchange or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the shares so acquired for the purpose of tender to the Fund within the period specified in the Offer. Rule 14e-4 provides a similar restriction applicable to the tender on behalf of another person.

The Fund’s acceptance for payment of shares you tender in the Offer will constitute a binding agreement between you and the Fund upon the terms and conditions of the Offer.

4. Withdrawal Rights.

Stockholders may withdraw shares tendered in the Offer at any time prior to the Expiration Date. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to withdraw any tendered shares on your behalf. You should contact your broker, dealer, commercial bank, trust company or other nominee to find out the applicable deadline. After the deadline, such tenders are irrevocable, except that they may also be withdrawn on or after September 20, 2019, unless the shares have been accepted for payment as provided in this Offer to Purchase.

For a withdrawal to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal (a form of which can be provided upon request from the Information Agent) at the Depositary’s address set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares that the stockholder wishes to withdraw and the name of the registered holder of the shares.

If a stockholder has tendered shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures. The Fund will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in our sole discretion, and, subject to any order or decision by a court of competent jurisdiction, such determination will be final and binding on all parties. None of the Fund, the Depositary, the Information Agent, or any

9

other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

A stockholder may not rescind a withdrawal and the Fund will deem any shares that a stockholder properly withdraws not validly tendered for purposes of the Offer, unless the stockholder properly re-tenders the withdrawn shares prior to the Expiration Date by following one of the procedures described in Section 3.

5. Purchase of Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, the Fund will:

• determine the Purchase Price it will pay for shares validly tendered and not properly withdrawn prior to the Expiration Date; and

• accept for payment and pay for, and thereby purchase, shares validly tendered and not properly withdrawn prior to the Expiration Date.

For purposes of the Offer, the Fund will be deemed to have accepted for payment, and therefore purchased, shares that are validly tendered and are not properly withdrawn, subject to the proration provisions of the Offer, only when, as and if the Fund gives oral or written notice to the Depositary of its acceptance of the shares for payment in the Offer.

Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, the Fund will accept for payment up to 1,376,037 shares, subject to increase or decrease as provided in Section 1, if validly tendered and not properly withdrawn, or such fewer number of shares as are validly tendered and not properly withdrawn.

The Fund will pay for shares that it purchases in the Offer by depositing the aggregate purchase price for these shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Fund and transmitting payment to the tendering stockholders.

In the event of proration, the Fund will determine the proration factor and pay for those tendered shares accepted for payment as promptly as practicable after the Expiration Date. In the case of shares tendered by book-entry transfer, shares tendered and not purchased due to proration will be credited to the account maintained with the book-entry transfer facility by the participant therein who so delivered the shares, at the Fund’s expense, promptly after the Expiration Date or termination of the Offer without expense to the tendering stockholders. Under no circumstances will the Fund pay interest on the Purchase Price regardless of any delay in making the payment. If certain events occur, the Fund may not be obligated to purchase shares in the Offer. See Section 6.

The Fund will pay all stock transfer taxes, if any, payable on the transfer to the Fund of shares purchased in the Offer. If, however, a transfer tax is imposed for any reason other than the transfer to the Fund of shares purchased in the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s) or otherwise) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

6. Conditions of the Offer.

Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Fund’s right to extend, amend, or terminate the Offer at any time in its sole discretion (subject to Rule 13e-4 under the Exchange Act), the Fund shall not be required to accept for purchase or, subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance of or payment for any tendered shares, if any of the following events shall have occurred (or shall have been reasonably determined by the Fund to have occurred) and, in the Fund’s reasonable judgment and regardless of the circumstances giving rise to the event or events, such event or events make it inadvisable to proceed with the Offer or with acceptance for payment:

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• the Fund is not able to liquidate portfolio securities for purposes of conducting the Offer in an orderly manner and consistent with the Fund’s investment objective, policies and status as a regulated investment company under the Code, in order to provide sufficient consideration to purchase shares tendered pursuant to the Offer;

• there shall be instituted, pending or threatened before any governmental entity or court any action, proceeding, application or claim, or there shall be any judgment, order or injunction sought or any other action taken by any person or entity, which restrains, prohibits or materially delays the making or consummation of the Offer, challenges the acquisition by the Fund of any shares pursuant to the Offer or the Board’s fulfillment of its fiduciary obligations in connection with the Offer, seeks to obtain any material amount of damages in connection with the Offer, or otherwise directly or indirectly adversely affects the Offer or the Fund;

• there shall have occurred: (i) any general suspension of trading in or limitation on prices for securities on the NYSE or any other exchange on which the shares or portfolio securities held by the Fund are traded; (ii) any declaration of a banking moratorium or similar action materially adverse to the Fund by U.S. federal, state or local authorities or any governmental authority of any foreign jurisdiction, or any suspension of payment material to the Fund by banks in the United States, the State of New York or any other jurisdiction; (iii) any limitation having a material adverse effect on the Fund or the issuers of its portfolio securities that is imposed by U.S. federal, state or local authorities, or by any governmental authority of any foreign jurisdiction, with respect to the extension of credit by lending institutions or the convertibility of foreign currencies; (iv) the commencement of war, armed hostilities, terrorist action or any other international or national calamity directly or indirectly involving the United States or any foreign country that is material to the Fund; or (v) any other event or condition which, in the Board’s judgment, would have a material adverse effect on the Fund or its stockholders if the Offer were consummated; or

• the Board determines that effecting the Offer would be inconsistent with applicable legal requirements or would constitute a breach of the Board’s fiduciary duty owed to the Fund or its stockholders.

The Board may modify these conditions in accordance with Section 15, subject to applicable legal and regulatory requirements. The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. See Section 15.

The foregoing conditions are for the Fund’s sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 6 shall be final and binding.

7. Price Range of Shares.

The following table sets forth, for the periods indicated, the Fund’s high and low NAVs per share and the high and low closing sale prices per share as reported on the NYSE.

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Fiscal Year (Ending December 31)	Net Asset Value ($)				Market Price ($)
	High		Low		High		Low
2017
1st Quarter		11.78		11.34		10.64		10.15
2nd Quarter		12.22		11.56		11.03		10.58
3rd Quarter		12.51		11.94		11.33		10.95
4th Quarter		12.70		12.10		11.63		10.91
2018
1st Quarter		13.78		12.25		12.55		11.50
2nd Quarter		12.61		11.33		11.51		10.39
3rd Quarter		11.81		11.15		10.60		10.01
4th Quarter		11.55		9.56		10.40		8.13

On July 15, 2019, the Fund’s NAV was $10.97 per share, and the high, low and closing prices per share on the NYSE on that date were $10.04, $9.98 and $10.02, respectively. During the pendency of the Offer, current NAV quotations can be obtained by contacting the Information Agent in the manner indicated in Section 1.

The Fund has implemented a Level Distribution Policy to seek to maintain a stable monthly distribution, subject to oversight of the Board. Pursuant to the Fund’s Level Distribution Policy, the Fund declares a monthly distribution equal to 7.0% (on an annualized basis) of the Fund’s published NAV per share on the last business day of the previous year. Although not currently anticipated by Fund management, the Offer could result in additional distributions separate from those declared pursuant to the Level Distribution Policy due to the sale of portfolio securities in connection with the Offer. See Section 1.

Stockholders tendering shares shall be entitled to receive all dividends with an “ex date” on or before the Expiration Date, but not yet paid, on shares tendered pursuant to the Offer. At this time, it is anticipated that a cash dividend will be declared by the Board of Directors pursuant to the Level Distribution Policy with a record date occurring before the expiration of the Offer and that, accordingly, holders of shares as of such record date whose shares are purchased pursuant to the Offer will receive such dividend with respect to such shares.

The amount and frequency of dividends and other distributions in the future will depend on circumstances existing at that time. The tendering of shares, unless and until shares tendered are accepted for payment and purchase, will not affect the record ownership of any such tendered shares for purposes of entitlement to any dividends or other distributions payable by the Fund.

8. Source and Amount of Funds.

The actual cost of the Offer to the Fund cannot be determined at this time because the number of shares to be purchased will depend on the number of shares tendered for purchase, and the price (expressed as a percentage of NAV) will be based on the NAV per share on the day the Offer expires. If the NAV per share on the day the Offer expires were $10.97, which was the NAV per share on July 15, 2019, and if stockholders tendered all shares offered for purchase pursuant to the Offer, payments by the Fund to the participating stockholders would be approximately $14,789,296 (based on a price per share of $10.75, which is approximately 98% of the NAV per share as of the close of the regular trading session of the NYSE on July 15, 2019).

To pay the aggregate purchase price of shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will be derived from cash on hand and from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by LAM, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. LAM has advised the Board that the Fund has monies, either as cash or through the sale of portfolio securities, to purchase the shares that may be tendered pursuant to the Offer.

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Because the Fund may sell portfolio securities to raise cash for the purchase of shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents.

Under some market circumstances, it may be necessary for the Fund to raise cash by liquidating portfolio securities in a manner that could reduce the market value of such securities and, thus, reduce both the NAV per share of the shares and the proceeds from the sale of such securities, although Fund management does not currently anticipate this to be the case. Liquidating portfolio securities, if necessary, may also lead to the premature disposition of portfolio investments and additional transaction and tax costs. Depending upon the timing of such sales, any such decline in NAV per share may adversely affect any tendering stockholders whose shares are accepted for purchase by the Fund, as well as those stockholders who do not sell shares pursuant to the Offer. Stockholders who retain all or a portion of their shares also may be subject to certain effects of the Offer. See Section 2.

9. Information about the Fund.

The Fund is a diversified, closed-end management investment company registered under the 1940 Act. The Fund’s principal executive offices are located at 30 Rockefeller Plaza, New York, New York 10112-6300, and its telephone number is (800) 823-6300. The Fund was incorporated as a Maryland corporation on April 6, 2005. The Fund commenced investment operations on June 28, 2005. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its shares at the election of a stockholder and does not continuously offer its shares for sale to the public. The Fund’s investment objective is total return through a combination of dividends, income and capital appreciation.

LAM, subject to the oversight of the Fund’s Board, is responsible for managing the Fund’s portfolio. LAM, located at 30 Rockefeller Plaza, New York, New York 10112-6300, a registered investment adviser, is a subsidiary of Lazard Frères & Co. LLC (“Lazard”), which was founded in 1848. Lazard established LAM as its investment management division in 1970. Lazard Ltd is the ultimate parent company of LAM and Lazard. Lazard Ltd has shares that are publicly traded on the NYSE and are held by public stockholders and by current and former managing directors of Lazard Group LLC, the sole member of Lazard and a subsidiary of Lazard Ltd. LAM and its global affiliates provide investment management services to client discretionary accounts with assets totaling approximately $228.7 billion as of May 31, 2019. LAM has extensive investment expertise, currently with over 340 investment professionals, including 120 analysts, worldwide.

The Fund has filed with the SEC a Schedule TO, which provides additional information relating to the Offer. The Fund’s filings are available to the public on the SEC’s website at www.sec.gov.

10. Selected Financial Information.

The rules of the SEC permit the Fund to “incorporate by reference” information into this Offer to Purchase, which means that the Fund can disclose important information to stockholders by referring them to another document filed separately with the SEC. This Offer to Purchase incorporates by reference the Fund’s Form N-CSR for the fiscal year ended December 31, 2018, including the Fund’s annual report, audited annual financial statements and the notes related thereto, which has been filed with the SEC (other than any portion of such filing that is furnished under applicable SEC rules rather than filed).

Stockholders may obtain copies of these documents from the SEC’s website at www.sec.gov or from the Fund. You may request copies of any document from the Fund at no cost by calling (800) 823-6300 or writing to the Fund at its offices at 30 Rockefeller Plaza, New York, New York 10112-6300.

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11. Interests of Directors, Officers and Certain Related Persons; Transactions and Arrangements Concerning Shares and Other Material Arrangements.

Interests of Directors, Officers and Certain Related Persons. Information, as of particular dates, concerning the Fund’s Directors and Officers, their remuneration, any material interest of such persons in transactions with the Fund, and other matters is disclosed in proxy statements distributed previously to the Fund’s stockholders and filed with SEC. Based on the Fund’s records, public information and other information provided to the Fund by its Directors, Officers and associates of the foregoing, neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s Directors or Officers, or associates of any of the foregoing, has effected any transaction in Fund shares, except for dividend reinvestment, during the past 60 days.

The Fund’s charter provides for three classes of Directors with terms ending at the third annual meeting of stockholders following their election and until his or her successor is duly elected and qualified. The number of Directors currently is eight, 75% of whom are not “interested persons” (as defined in the 1940 Act) of the Fund. The Board is divided into three classes, composed of two Class I Directors, three Class II Directors and three Class III Directors. Class I consists of Nathan A. Paul and Robert M. Solmson, Class II consists of Kenneth S. Davidson, Nancy A. Eckl and Trevor W. Morrison and Class III consists of Ashish Bhutani, Franci J. Blassberg and Richard Reiss, Jr. There currently are no plans or proposals that relate to or would result in any structural changes to the Board (e.g., changes to the size of the Board or the terms of Directors).

The following table sets forth, as of July 15, 2019, the aggregate number and percentage of shares owned by the Fund’s Directors and Officers. For each listed person, percentage ownership is calculated based on 6,880,183 shares outstanding as of July 15, 2019. To the Fund’s knowledge, except as otherwise noted below, each person included in the table has sole voting and investment power with respect to all shares shown as beneficially owned by such person, subject to community property laws, where applicable.

Name of Person	Shares		Percent Beneficially Owned
Independent Directors
Franci J. Blassberg		0		—
Kenneth S. Davidson		0		—
Nancy A. Eckl		0		—
Trevor W. Morrison		0		—
Richard Reiss, Jr.		0		—
Robert M. Solmson		0		—
Interested Directors
Ashish Bhutani		0		—
Nathan A. Paul		0		—
Officers
Mark R. Anderson		0		—
Jessica A. Falzone		0		—
Christopher Snively		628		*
Shari L. Soloway		0		—
Stephen St. Clair		0		—
Cesar A. Trelles		170		*

* Less than 1% of the Fund’s outstanding common stock.

To the Fund’s knowledge, as of July 15, 2019, the Directors and Officers of the Fund as a group owned less than 1% of the Fund’s shares. No stockholder, to the Fund’s knowledge, based on Schedule 13G and 13D and Form 13F filings with the SEC, beneficially owns more than 5% of the Fund’s shares, except as listed below:

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Name of Person	Shares		Percent Beneficially Owned
Karpus Management, Inc.(1)		1,047,767		15.23	%
Sit Investment Associates, Inc.(2)		695,370		10.11	%
RiverNorth Capital Management, LLC(3)		408,678		5.94	%
First Trust Portfolios L.P.(4)
First Trust Advisors L.P.(4)
The Charger Corporation(4)		383,918		5.58	%

(1)	Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), 183 Sully’s Trail, Pittsford, New York 14534, filed on May 15, 2019 a report on Form 13F with the SEC reporting its holdings of “Section 13(f) securities” (as defined in Rule 13f-1(c) under the Exchange Act) over which it exercises investment discretion as of March 31, 2019. George W. Karpus, President and Chief Executive Officer of Karpus, 183 Sully’s Trail, Pittsford, New York 14534, filed on February 20, 2019 a beneficial ownership report on Schedule 13D with the SEC reporting beneficial ownership of 60,151 shares of the Fund as of February 6, 2019.
(2)	Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402, on behalf of its advisory clients, filed on July 8, 2019 a beneficial ownership report on Schedule 13G/A with the SEC reporting beneficial ownership as of June 30, 2019.
(3)	RiverNorth Capital Management, LLC, 325 N. LaSalle Street, Suite 645, Chicago, Illinois 60654-7030, filed on May 15, 2019 a report on Form 13F with the SEC reporting its holdings of “Section 13(f) securities” (as defined in Rule 13f-1(c) under the Exchange Act) over which it exercises investment discretion as of March 31, 2019.
(4)	First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on behalf of their advisory clients, filed on January 18, 2019 and February 6, 2019 for LOR and LGI, respectively, combined beneficial ownership reports on Schedule 13G/A with the SEC reporting beneficial ownership as of December 31, 2018.

Transactions and Arrangements Concerning Shares and Other Material Arrangements. Except as set forth herein, neither the Fund, nor, to the best of the Fund’s knowledge, any of the Fund’s Directors or Officers, is a party to any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. The Fund has been advised that its Directors and Officers do not intend to tender any shares in the Offer. The Offer does not restrict the purchase of Fund shares pursuant to the Offer from any Director or Officer. The Fund is not aware of any stockholders of the Fund that are associates of the Directors and Officers within the meaning of Rule 12b-2 under the Exchange Act.

At a meeting held on January 31, 2019, the Fund’s Board approved, subject to stockholder approvals, the Reorganization pursuant to an Agreement and Plan of Merger between the Fund and LGI (the “Plan”). The Plan provides that each full (and fractional) share of the Fund’s common stock will be converted into an equivalent dollar amount (to the nearest one tenth of one cent) of full (and fractional) shares of common stock of LGI, based on the net asset value of each of the Fund and LGI as of the close of business on the date of the closing of the Reorganization (the “Closing Date”). If the Reorganization is approved by stockholders and consummated, from and after the Closing Date, LGI will possess all of the properties, assets, rights, privileges and powers, and shall be subject to all of the restrictions, liabilities, obligations, disabilities and duties, of the Fund, all as provided under Maryland law.

On February 15, 2019, LAM entered into agreements with each of Karpus and Bulldog Investors LLC (“Bulldog”), whereby, in exchange for the Fund conducting the Offer, each of Karpus

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and Bulldog would agree to, among other things, vote in favor of the Reorganization and otherwise refrain from certain activist activities with respect to the Fund and LGI for a period of time.

12. Certain Other Effects of the Offer; Registration Under the Exchange Act.

The Fund’s purchase of shares in the Offer will reduce the number of its shares that otherwise trade publicly and may reduce the number of the Fund’s stockholders. As of July 15, 2019, the Fund had issued and outstanding 6,880,183 shares. The 1,376,037 shares that the Fund is offering to purchase pursuant to the Offer represent approximately 20% of the shares outstanding as of that date. Assuming the Offer is fully subscribed, the Fund will have 5,504,146 of its shares outstanding following the purchase of shares pursuant to the Offer.

The actual number of shares outstanding will depend on the number of shares tendered and purchased in the Offer. This may reduce the volume of trading in the shares and make it more difficult to buy or sell significant amounts of shares without affecting the market price, which could adversely affect non-tendering stockholders. Stockholders may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price higher or lower than the Purchase Price in the Offer. The Fund can give no assurance, however, as to the price at which a stockholder may be able to sell such shares in the future.

Fund management anticipates that there will be a sufficient number of shares outstanding and publicly traded following the completion of the Offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, Fund management does not believe that the purchase of shares in the Offer will cause the remaining outstanding shares to be delisted from the NYSE. However, if the Reorganization is approved by stockholders and consummated, the Fund would then delist its shares from the NYSE.

The Fund and the Fund’s shares are registered under the 1940 Act and the Exchange Act, respectively, which requires, among other things, that the Fund furnish certain information to its stockholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of its stockholders. The purchase by the Fund of its shares in the Offer is not expected to cause the shares to cease to be held of record by less than 300 persons or otherwise cause the shares to be eligible for deregistration under the Exchange Act. If the Reorganization is approved by stockholders and consummated, the Fund would then withdraw from registration under the Exchange Act.

13. Legal Matters; Regulatory Approvals.

To the best of the Fund’s knowledge, there are no material pending legal proceedings relating to the Offer. Furthermore, the Fund is not aware of any approval or action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required to effect the Offer and that is not described herein. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action would be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance or payment for shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in material adverse consequences to the Fund’s business. The Fund’s obligations under the Offer to accept for payment and pay for shares are subject to certain conditions described in Section 6.

14. Material U.S. Federal Income Tax Consequences.

The following summary describes certain material U.S. federal income tax consequences relevant to participation in the Offer by U.S. stockholders. This discussion is based upon the Code, final, temporary and proposed Treasury regulations, IRS rulings, judicial authority and current administrative rulings and practice, all of which may be repealed, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal tax consequences different from those discussed

16

below. There can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below, and the Fund has not obtained, nor does the Fund intend to obtain, a ruling from the IRS or an opinion of counsel with respect to any of the consequences described below or any aspect of the Reorganization. Each stockholder should consult his or her own tax advisor for a full understanding of the tax consequences of such a sale, including potential state, local and foreign taxation by jurisdictions of which the stockholder is a citizen, resident or domiciliary.

This discussion addresses only stockholders who hold their shares as capital assets for U.S. federal income tax purposes. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to stockholders in light of their particular circumstances and does not apply to non-U.S. stockholders or to other stockholders subject to special treatment under the U.S. federal income tax laws (including financial institutions, dealers in securities or commodities, individual retirement accounts (IRAs), traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States, persons who hold shares as part of a hedge, integrated transaction, straddle, constructive sale or conversion transaction, stockholders subject to the alternative minimum tax, regulated investment companies, real estate investment trusts, U.S. stockholders (defined below) whose functional currency is not the U.S. dollar, or stockholders that acquired their Fund shares through the exercise of employee stock options or otherwise as compensation. This discussion does not address any state, local or foreign tax consequences of participating in the Offer, nor does it address any U.S. federal tax considerations other than those pertaining to the U.S. federal income tax.

As used herein, a “U.S. stockholder” means a beneficial owner of shares that is, for U.S. federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any State thereof or the District of Columbia, (iii) a trust (a) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or (b) that has a valid election in effect to be treated as a U.S. person, or (iv) an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

The U.S. federal income tax treatment of a person that is a partner of an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds Fund shares generally will depend on the status of the partner and the activities of the partnership. Partnerships holding Fund shares and partners in such partnerships should consult their tax advisors.

The consequences to a stockholder of participating in the Offer may depend in part on whether the Reorganization is consummated. If the Reorganization is consummated, then the proceeds from the Offer may be treated as received in connection with the Reorganization, in which case stockholders would be subject to tax consequences that differ from those that could apply if the Reorganization does not occur.

All stockholders should consult their tax advisors to determine the particular tax consequences to them of participating in the Offer in light of their specific circumstances.

Consequences if Reorganization Occurs and Offer Proceeds Treated as Received in Connection with Reorganization. It is not entirely clear under existing authorities whether the proceeds from the Offer will be treated as received in connection with the Reorganization. The Fund and LGI intend to take the position that the Offer proceeds will be treated as received in connection with the Reorganization if the Reorganization is consummated. In this case, a U.S. stockholder that participates in the Offer generally will recognize gain (but not loss) to the extent of the lesser of (X) the excess of (i) the sum of the Offer proceeds received by the U.S. stockholder plus the fair market value of the LGI shares received by the U.S. stockholder pursuant to the Reorganization over (ii) the U.S. stockholder’s combined adjusted tax basis in its shares of the Fund that were converted in the Reorganization plus its shares of the Fund that were repurchased in the Offer and (Y) the amount of the Offer proceeds received by the U.S. stockholder. If a U.S. stockholder holds

17

more than one block of shares of the Fund, the amount of gain or loss realized by that U.S. stockholder must be calculated separately for each identifiable block of shares surrendered, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares. Any recognized gain generally would be long-term capital gain if the U.S. stockholder’s holding period with respect to the shares of the Fund surrendered was in excess of one year. In addition, the U.S. stockholder’s basis in LGI shares received in the Reorganization would equal that stockholder’s basis in the Fund shares (including those repurchased in the Offer), increased by any gain recognized as described above and reduced by the Offer proceeds received.

Consequences if Reorganization Does Not Occur, or Offer Proceeds Not Treated as Received in Connection with Reorganization. As noted above, the Fund and LGI intend to take the position that the Offer proceeds will be treated as received in connection with the Reorganization (if consummated). If the Reorganization is not consummated, or if the Reorganization is consummated but the Offer proceeds are not treated as received in connection with the Reorganization, then a U.S. stockholder who participates in the Offer will, depending on such U.S. stockholder’s particular circumstances, and as set forth further under “Sale or Exchange Treatment” and “Distribution Treatment,” be treated either as recognizing gain or loss from the disposition of its shares or as receiving a distribution from the Fund with respect to its shares. Under each of these approaches, as well as the approach in which the Offer proceeds are treated as received in connection with the Reorganization, a U.S. stockholder’s realized income and gain (if any) would be calculated differently. Under the “sale or exchange” approach, a U.S. stockholder generally would be allowed to recognize a taxable loss (if the Offer proceeds are less than the U.S. stockholder’s adjusted tax basis in the shares tendered and repurchased).

Sale or Exchange Treatment. In general, the repurchase of the Fund’s shares should be treated as a sale or exchange of the shares by a U.S. stockholder if the receipt of cash:

• results in a “complete termination” of such U.S. stockholder’s ownership of share in the Fund;

• results in a “substantially disproportionate” redemption with respect to such U.S. stockholder; or

• is “not essentially equivalent to a dividend” with respect to the U.S. stockholder.

In applying each of the tests described above, a U.S. stockholder must take account of shares that such U.S. stockholder constructively owns under detailed attribution rules set forth in the Code, which generally treat the U.S. stockholder as owning shares owned by certain related individuals and entities, and shares that the U.S. stockholder has the right to acquire by exercise of an option, warrant or right of conversion. U.S. stockholders should consult their tax advisors regarding the application of the constructive ownership rules to their particular circumstances.

A sale of shares pursuant to the Offer generally will result in a “complete termination” if either (i) the U.S. stockholder owns none of the Fund’s shares, either actually or constructively, after the shares are sold pursuant to the Offer, or (ii) the U.S. stockholder does not actually own any of the Fund’s shares immediately after the sale of shares pursuant to the Offer and, with respect to shares constructively owned, is eligible to waive, and effectively waives, constructive ownership of all such shares. U.S. stockholders wishing to satisfy the “complete termination” test through waiver of attribution should consult their tax advisors.

A sale of shares pursuant to the Offer will result in a “substantially disproportionate” redemption with respect to a U.S. stockholder if the percentage of the then outstanding shares actually and constructively owned by such U.S. stockholder immediately after the sale is less than 80% of the percentage of the shares actually and constructively owned by such U.S. stockholder immediately before the sale. If a sale of shares pursuant to the Offer fails to satisfy the “substantially disproportionate” test, the U.S. stockholder may nonetheless satisfy the “not essentially equivalent to a dividend” test.

A sale of shares pursuant to the Offer will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. stockholder’s proportionate interest in the Fund. A sale of shares that actually reduces the percentage of the Fund’s outstanding shares owned,

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including constructively, by such stockholder would likely be treated as a “meaningful reduction” even if the percentage reduction is relatively minor, provided that the U.S. stockholder’s relative stock interest in the Fund is minimal (e.g., less than 1%) and the U.S. stockholder does not exercise any control over or participate in the management of the Fund’s corporate affairs. Any person that has an ownership position that allows some exercise of control over or participation in the management of corporate affairs will not satisfy the meaningful reduction test unless that person’s ability to exercise control over or participate in management of corporate affairs is materially reduced or eliminated.

Substantially contemporaneous dispositions or acquisitions of shares by a U.S. stockholder or a related person that are part of a plan viewed as an integrated transaction with the Offer may be taken into account in determining whether any of the tests described above are satisfied.

If a U.S. stockholder satisfies any of the tests described above, the U.S. stockholder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and such U.S. stockholder’s tax basis in the shares exchanged. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange. Specified limitations apply to the deductibility of capital losses by U.S. stockholders. However, if a U.S. stockholder’s tendered and repurchased shares have previously paid a long-term capital gain distribution (including, for this purpose, amounts credited as an undistributed capital gain) and the repurchased shares were held for six months or less, any loss realized will be treated as a long-term capital loss to the extent that it offsets the long-term capital gain distribution.

Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced within a 61-day period beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be increased to reflect the disallowed loss.

Distribution Treatment. If a U.S. stockholder does not satisfy any of the tests described above, and therefore does not qualify for sale or exchange treatment, the U.S. stockholder may be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i) whether the Fund has sufficient earnings and profits to support a dividend and (ii) the U.S. stockholder’s tax basis in the relevant shares. The amount of any distribution in excess of the Fund’s current and accumulated earnings and profits, if any, would be treated as a non-taxable return of investment to the extent, generally, of the U.S. stockholder’s basis in the shares remaining. If the portion not treated as a dividend exceeds the U.S. stockholder’s basis in the shares remaining, any such excess will be treated as capital gain from the sale or exchange of the remaining shares. Any such gain will be capital gain and will be long-term capital gain if the holding period of the shares exceeds one year as of the date of the exchange. If the tendering U.S. stockholder’s tax basis in the shares tendered and repurchased exceeds the total of any dividend and return of capital distribution with respect to those shares, the excess amount of basis from the tendered and repurchased shares will be reallocated pro rata among the bases of such U.S. stockholder’s remaining shares.

Provided certain holding period and other requirements are satisfied, certain non-corporate U.S. stockholders generally will be subject to U.S. federal income tax at a maximum rate of 20% on amounts treated as a dividend. This reduced rate will apply to: (i) 100% of the dividend if 95% or more of the Fund’s gross income (ignoring gains attributable to the sale of stocks and securities except to the extent net short-term capital gain from such sales exceeds net long-term capital loss from such sales) in that taxable year is attributable to qualified dividend income; or (ii) the portion of the dividends paid by the Fund to an individual in a particular taxable year that is attributable to qualified dividend income received by the Fund this year if such qualified dividend income accounts for less than 95% of the Fund’s gross income (ignoring gains attributable to the sale of stocks and securities except to the extent net short-term capital gains from such sales exceeds net long-term capital loss from such sales) for that taxable year. Such a dividend will be taxed in its entirety, without reduction for the U.S. stockholder’s tax basis of the shares exchanged. To the extent that a purchase of a U.S. stockholder’s shares pursuant to the Offer is treated as the receipt by the U.S.

19

stockholder of a dividend, the U.S. stockholder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased shares will be added to any shares retained by the U.S. stockholder.

To the extent that cash received in exchange for shares is treated as a dividend to a corporate U.S. stockholder, (i) it may be eligible for a dividends-received deduction to the extent attributable to dividends received by the Fund from domestic corporations, and (ii) it may be subject to the “extraordinary dividend” provisions of the Code. Corporate U.S. stockholders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances. No portion of any dividend is expected to be eligible for the dividends received deduction.

If the sale of shares pursuant to this Offer is treated as a dividend to the U.S. stockholder rather than as an exchange, the other stockholders, including any non-tendering stockholders, could be deemed to have received a taxable stock distribution if such stockholder’s interest in the Fund increases as a result of the tender. This deemed dividend would be treated as a dividend to the extent of current or accumulated earnings and profits allocable to it. A proportionate increase in a U.S. stockholder’s interest in the Fund will not be treated as a taxable stock distribution if the distribution qualifies as an isolated redemption of stock as described in Treasury Regulations. All stockholders are urged to consult their tax advisors about the possibility of deemed distributions resulting from the purchase of shares pursuant to this Offer.

Net Investment Income Tax. An additional 3.8% surtax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold amounts. Stockholders should consult their tax advisors regarding the applicability of the Medicare tax to their sale of shares pursuant to this Offer.

See Section 3 with respect to the application of U.S. backup withholding tax on payments made pursuant to the Offer.

Other Tax Considerations. If a U.S. stockholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual stockholder or $10 million or more for a corporate stockholder, the U.S. stockholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Stockholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

The tax discussion above is a summary and is included for general information only. Each stockholder is urged to consult his, her or its tax advisor to determine the particular tax consequences to him, her or it of the Offer, including the applicability and effect of state, local and non-U.S. tax laws.

15. Extension of the Offer; Termination; Amendment.

The Fund expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or shall be deemed by it to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. The Fund also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of termination or postponement to the Depositary and making a public announcement of termination or postponement. The Fund’s reservation of the right to delay payment for shares accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that the Fund pay the consideration

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offered or return the shares tendered promptly after termination or withdrawal of the Offer. Subject to compliance with applicable law, the Fund further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by the Fund to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares or by decreasing or increasing the number of shares being sought in the Offer. The Fund may amend the Offer at any time and from time to time by public announcement, which announcement, in the case of an extension, will be issued no later than 9:00 a.m., New York City time, on the next business day after the scheduled Expiration Date. The Fund will disseminate promptly to stockholders any public announcement made under the Offer in writing and in a manner reasonably designed to inform stockholders of the change.

If the Fund materially changes the terms of the Offer or the information concerning the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information.

If the Fund undertakes any of the following actions: (i) increase or decrease the price to be paid for the shares; (ii) increase the number of shares being sought in the Offer, and such increase exceeds 2% of the Fund’s outstanding shares (or 137,604 shares); or (iii) decrease the number of shares being sought in the Offer, and the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth (10th) business day from, and including, the date that the Fund first publishes, sends or gives notice of any such increase or decrease, the Fund will extend the Offer until the expiration of ten (10) business days from such date.

16. Fees and Expenses.

The Fund has retained Broadridge Corporate Issuer Solutions, Inc. to be the Information Agent and the Depositary in connection with the Offer. The Information Agent may contact holders of shares by mail, telephone, telecopy and personal interview and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the Offer to beneficial owners of shares. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable expenses, and will be indemnified against certain liabilities and expenses in connection therewith.

The Fund will not pay fees or commissions to any broker, dealer, commercial bank, trust company or other person for soliciting any shares under the Offer, other than as described above. The Fund will, however, on request, reimburse brokers, dealers, commercial banks, trust companies and other persons for customary handling and mailing expenses incurred in forwarding the Offer and related materials to the beneficial owners when they act as nominees. No broker, dealer, commercial bank or trust company has been authorized to act as the Fund’s agent or as an agent of the Information Agent or Depositary for purposes of the Offer. The Fund will pay, or cause to be paid, any stock transfer taxes on the purchase of shares, except as otherwise provided in this Offer to Purchase and in Instruction 7 of the related letter of transmittal.

17. Miscellaneous.

The Fund is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Fund becomes aware of any jurisdiction where the making of the Offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, it will make a good faith effort to comply with the applicable law. If, after such good faith effort, the Fund cannot comply with the applicable law, then pursuant to Rule 13e-4(f)(9)(ii) under the Exchange Act, the Fund will not make the Offer to the holders of shares residing in that jurisdiction.

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Pursuant to Rule 13e-4(c)(2) under the Exchange Act, the Fund has filed with the SEC an Issuer Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined at the SEC’s website at www.sec.gov.

The Fund has not authorized any person to make any recommendation on its behalf as to whether you should tender or refrain from tendering your shares in the Offer. The Fund has not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or the related letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by the Fund or the Information Agent.

The letter of transmittal and any other required documents should be sent or delivered by each stockholder or that stockholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth on the back cover page.

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The Depositary for the Offer is:

If delivering by UPS, FedEx or Courier:	If delivering by USPS Service:
Broadridge, Inc. Attn: BCIS IWS 51 Mercedes Way Edgewood, New York 11717-8383	Broadridge, Inc. Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, New York 11717-0718

Please direct any questions or requests for assistance and any requests for additional copies of this Offer to Purchase or the letter of transmittal to the Information Agent at the telephone number below or one of the addresses set forth above for the Depositary. Stockholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. Please contact the Depositary to confirm delivery of shares.

The Information Agent for the Offer is:

Broadridge Corporate Issuer Solutions, Inc.

Toll-Free: (888) 789-8409

LAZARD WORLD DIVIDEND & INCOME FUND, INC.

July 25, 2019

EX-99.(A)(1)(II)

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

For Tender of Shares of Common Stock

of

LAZARD WORLD DIVIDEND & INCOME FUND, INC.
(the “Fund”)

Pursuant to the Offer to Purchase,
Dated July 25, 2019

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 p.m., NEW YORK CITY TIME, ON AUGUST 21, 2019
UNLESS THE FUND EXTENDS THE OFFER.

The Depositary for the Offer is:

 

If delivering by UPS, FedEx or Courier:	If delivering by USPS Service:
Broadridge, Inc. Attn:  BCIS IWS 51 Mercedes Way Edgewood, New York 11717-8383	Broadridge, Inc. Attn:  BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, New York 11717-0718

Pursuant to the offer of Lazard World Dividend & Income Fund, Inc. (the “Fund”) to purchase up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, the undersigned tenders the following shares of the Fund by book-entry transfer:

DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
Name(s) and Address(es) of Registered Holder(s) (If name(s) and address(es) blank on first page or if there is any error in the name(s) or address(es) on first page, please fill in below exactly as name(s) appear(s) on a security position listing or on the records of the Fund’s transfer agent and provide correct address(es))	Total Number of Shares Tendered:
	If desired, indicate below the order (by date the shares were purchased) in which shares of common stock are to be purchased in event of proration* (attach additional signed list if necessary) (See Instruction 5):
	Date of Purchase	Number of Shares Tendered**

*	If you do not designate an order and the Fund purchases less than all shares tendered due to proration, the Depositary will select the shares that the Fund will purchase.  See Instruction 5.
**	If you desire to tender fewer than all shares purchased on a particular date, please indicate in this column the number of shares of common stock you wish to tender.  Otherwise, all shares purchased on such date will be deemed to have been tendered.  See Instruction 4.

You should read this letter of transmittal and the accompanying instructions before you complete it. Delivery of this letter of transmittal to an address other than one of those set forth above will not constitute a valid delivery. YOU MUST DELIVER THIS letter of transmittal AND ANY OTHER REQUIRED DOCUMENTS TO Broadridge corporate issuer solutions, Inc., THE DEPOSITARY FOR THE OFFER (THE “DEPOSITARY”). Deliveries to the Fund will not be forwarded to the Depositary and therefore will not constitute valid delivery to the Depositary and may not be timely returned.

WHEN THIS letter of transmittal SHOULD BE USED

You should complete this letter of transmittal only if you are concurrently tendering shares by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to Section 3 of the Offer to Purchase and you are not using an Agent’s Message (as defined in Instruction 2). (Delivery of the documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.)

BEFORE COMPLETING THIS letter of transmittal, YOU SHOULD READ THIS letter of transmittal AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

The undersigned hereby tenders to Lazard World Dividend & Income Fund, Inc., a diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), the above-described shares of its common stock, $0.001 par value per share. Unless otherwise indicated, all references to shares are to the Fund’s shares of common stock, $0.001 par value per share.

The tender of the shares is being made at the Purchase Price (as defined below) indicated in this letter of transmittal to the seller in cash, less applicable withholding taxes and without interest, pursuant to the Fund’s offer to purchase up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, on the terms and subject to the conditions set forth in this letter of transmittal and in the Fund’s Offer to Purchase, dated July 25, 2019 (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged.

Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this letter of transmittal in accordance with the terms of the Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of the Fund all right, title and interest in and to all of the shares tendered hereby which are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased in the Offer to or upon the order of the Fund; and (3) appoints Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer (the “Depositary”), as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the Depositary also acts as the agent of the Fund, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a)     transfer ownership of such shares on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility”), together with all accompanying evidence of transfer and authenticity, to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price (as defined below) with respect to such shares; and

(b)     receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned understands that, on the terms and subject to the conditions of the Offer, the Fund will pay a purchase price per share for shares validly tendered and not properly withdrawn in the Offer equal to 98% of its net asset value (“NAV”) per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the shares are traded, on the day the Offer expires (such price, expressed as a percentage of NAV per share, the “Purchase Price”). The Fund will not purchase shares that it does not accept for purchase because of proration provisions.

The undersigned hereby covenants, represents and warrants to the Fund that:

(a)     the undersigned (i) understands that it is a violation of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for a person acting alone or in concert with others, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the period of time in which the Offer will remain open (including any extensions thereof), the person so tendering has a net long position, equal to or greater than the amount tendered, in either: (1) the Fund’s shares, and will deliver or cause to be delivered such shares for the purpose of tender to the Fund within the period specified in the Offer; or (2) an equivalent security and, upon acceptance of such person’s tender, will acquire the Fund’s shares by conversion, exchange or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the shares so acquired for the purpose of tender to the Fund within the period specified in the

Offer; (ii) has a “net long position” in the shares, within the meaning of Rule 14e-4 under the Exchange Act, at least equal to the number of shares being tendered; and (iii) is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;

(b)     the undersigned has full power of authority to tender, sell, assign and transfer the shares tendered hereby;

(c)     at the time and to the extent that the Fund accepts the shares for purchase, the Fund will acquire good and marketable title to such shares, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

(d)     the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase;

(e)     the Fund has advised the undersigned to consult with the undersigned’s own advisors as to the consequences of tendering shares pursuant to the Offer; and

(f)     the undersigned has read and agrees to all of the terms of the Offer.

The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this letter of transmittal will constitute an agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will the Fund pay interest on the Purchase Price.

The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Fund may terminate or amend the Offer, or may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all the shares tendered hereby. The undersigned understands that any shares tendered but not repurchased will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility or with the Fund’s transfer agent, as applicable, without expense to the stockholder.

The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on a security position listing or on the records of the Fund’s transfer agent indicating the owner of the shares tendered hereby. The number of shares that the undersigned wishes to tender should be set forth in the appropriate boxes above.

Please issue the check for the aggregate purchase price of any shares purchased (less the amount of any applicable U.S. withholding taxes) in the name(s) of the undersigned. Similarly, please mail the check for the aggregate purchase price of any shares purchased (less the amount of any applicable U.S. withholding taxes), and any accompanying documents as appropriate, to the undersigned at the address shown below the undersigned’s signature(s).

All authority conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this Offer is irrevocable.

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THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION.

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STOCKHOLDER(S) SIGN HERE
(See Instructions 1 and 6) (Please Complete and Return the Attached IRS Form W-9 Below)
Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or on the records of the Fund’s transfer agent or by person(s) authorized to become registered holder(s) by documents transmitted herewith.  If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 6.
	Signature(s) of Stockholder(s):
	Dated:
	Name(s):
		(Please Print)
	Capacity (full title):
	Name(s):
		(Please Print)
	Address:
		(Please Include Zip Code)
	Telephone Number, including Area Code:
	Taxpayer ID or Social Security No.:
GUARANTEE OF SIGNATURE(S) (If Required, See Instruction 1 and 6)
	Authorized Signature:
	Name(s):
	Name of Firm:
	Address:
	Address Line 2:
	Telephone Number, including Area Code:
	Dated:

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INSTRUCTIONS TO LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer

1.          Guarantee of Signatures. Except as otherwise provided in this Instruction, all signatures on this letter of transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this letter of transmittal need not be guaranteed if either: (a) this letter of transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this letter of transmittal, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the shares) tendered herewith; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 6.

2.           Delivery of Letter of Transmittal. You should use this letter of transmittal only if you are causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. For your shares to be properly tendered, the Depositary must receive all of the following at one of its addresses set forth above in this letter of transmittal before or on the date the Offer expires:

· a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase;

· either (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, or (b) an “Agent’s Message” (as defined in this Instruction 2); and

· any other documents required by this letter of transmittal.

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares, that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that the Fund may enforce this agreement against the participant.

The method of delivery of all documents, including the letter of transmittal, is at the option and risk of the tendering stockholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure delivery.

The Fund will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares. By executing this letter of transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

3.           Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the dates of purchase and the number of shares tendered with respect to each date on a separate signed schedule attached to this letter of transmittal.

4.           Partial Tenders and Unpurchased Shares. If you wish to tender fewer than all of the shares purchased on a particular date, fill in the number of shares that you wish to tender in the column entitled “Number of Shares Tendered.” In this case, if the Fund purchases some but not all of the shares that you tender, the Fund will credit the unpurchased shares to the appropriate account maintained by the

tendering stockholder at the Book-Entry Transfer Facility or with the Fund’s transfer agent, as applicable, without expense to the stockholder. Unless you indicate otherwise, all shares purchased on a particular date will be deemed to have been tendered.

5.           Order of Purchase in the Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may specify the order in which their shares of common stock are to be purchased in the event that, as a result of proration, the Fund purchases some but not all of the tendered shares pursuant to the terms of the Offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that the Fund purchases. See Sections 1, 5 and 14 of the Offer to Purchase.

6.           Signatures on Letter of Transmittal.

(a)         Exact Signatures. If this letter of transmittal is signed by the registered holder(s) of the shares of common stock tendered hereby, the signature(s) must correspond exactly with the name(s) that appear(s) on a security position listing or on the records of the Fund’s transfer agent as the owner of the shares.

(b)         Joint Holders. If the shares of common stock tendered hereby are registered in the names of two or more persons, ALL such persons must sign this letter of transmittal.

If this letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the Depositary evidence satisfactory to the Fund that such person has authority so to act.

7.           Stock Transfer Taxes. No stock transfer tax stamps or funds to cover such stamps need to accompany this letter of transmittal. The Fund will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased in the Offer. If, however, a transfer tax is imposed for any reason other than the transfer to the Fund of shares purchased in the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s) or otherwise) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

8.           Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold 24% of the gross proceeds otherwise payable to a U.S. individual or certain non-corporate stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder that is a United States person for U.S. federal income tax purposes, must provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) and certify that such stockholder is not subject to backup withholding by completing, signing and dating an Internal Revenue Service (“IRS”) Form W-9 and returning such form to the Depositary. In general, if a stockholder is an individual, the TIN is the social security number of such individual. If the Depositary is not provided with the correct TIN and other required information, or if a false statement is made on the IRS Form W-9, the stockholder may be subject to penalties imposed by the IRS and, in certain cases, criminal penalties, including fines and/or imprisonment. Certain stockholders (including, among others, generally all corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. However, such stockholders should complete the IRS Form W-9 (or, in the case of a foreign stockholder, an appropriate IRS Form W-8, discussed below) to avoid erroneous backup withholding. For further information concerning backup withholding and instructions for completing the IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete the IRS Form W-9 if shares are held in more than one name), consult the instructions included

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with the IRS Form W-9 set forth below. The Fund may also need to withhold on payments to a stockholder if it is notified by the IRS that it is required to do so.

A foreign stockholder that is not a United States person for U.S. federal income tax purposes may be subject to backup withholding, but may qualify as an exempt recipient by providing the Depositary with a properly completed, signed and dated IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8, attesting to such stockholder’s foreign status or by otherwise establishing an exemption. An appropriate IRS Form W-8 may be obtained from the Depositary or the IRS website (www.irs.gov). In addition, withholding taxes may apply to certain non-U.S. stockholders. Non-U.S. stockholders should consult their own tax advisors regarding the application of the U.S. federal withholding tax, including their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS provided that the required information establishing eligibility is timely furnished to the IRS.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR AN APPROPRIATE IRS FORM W-8) MAY RESULT IN PENALTIES AND BACKUP WITHHOLDING ON ANY AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE INSTRUCTIONS TO THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8) FOR ADDITIONAL DETAILS. FOR ADDITIONAL INFORMATION CONTACT YOUR OWN TAX ADVISOR OR THE IRS.

9.           Irregularities. The Fund will determine in its sole discretion all questions as to the Purchase Price, the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Fund, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular shares, and the Fund’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Fund shall determine. None of the Fund, the Depositary, Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer (the “Information Agent”), or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10.         Questions; Requests for Assistance and Additional Copies. Please direct any questions or requests for assistance or for additional copies of the Offer to Purchase or the letter of transmittal to the Information Agent at the telephone number or one of the addresses for the Depositary set forth on the last page of this letter of transmittal. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

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Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification   ► Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the
requester. Do not
send to the IRS.

	1	Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
	2	Business name/disregarded entity name, if different from above
	3	Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.					4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
		o  Individual/sole proprietor or single-member LLC	o  C Corporation	o  S Corporation	o  Partnership	o  Trust/estate	Exempt payee code (if any)
		o  Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
		Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.					Exemption from FATCA reporting code (if any)
		o  Other (see instructions) ►					(Applies to accounts maintained outside the U.S.)
	5	Address (number, street, and apt. or suite no.) See instructions.				Requester’s name and address (optional)
	6	City, state, and ZIP code
	7	List account number(s) here (optional)

Part I	Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.		Social security number
				–	–
		or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.		Employer identification number
			–
Part II	Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign
Here Signature of
U.S. person ► Date ►

General Instructions   Section references are to the Internal Revenue Code unless otherwise noted.   Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.   Purpose of Form   An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.   • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds)   • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)   • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)   • Form 1099-S (proceeds from real estate transactions)   • Form 1099-K (merchant card and third party network transactions)   • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)   • Form 1099-C (canceled debt)   • Form 1099-A (acquisition or abandonment of secured property)   Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.   If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9(Rev. 10-2018)

Form W-9 (Rev. 10-2018) Page 2

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

•  An individual who is a U.S. citizen or U.S. resident alien;

•  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

•  An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

•  In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

•  In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

•  In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Form W-9 (Rev. 10-2018) Page 3

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . .	THEN check the box for . . .
•   Corporation	Corporation
•   Individual •   Sole proprietorship, or •   Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.	Individual/sole proprietor or single-member LLC
•   LLC treated as a partnership for U.S. federal tax purposes, •   LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or •   LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.	Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)
•   Partnership	Partnership
•   Trust/estate	Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

Form W-9 (Rev. 10-2018) Page 4

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for…	THEN the payment is exempt for…
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

1	See Form 1099-MISC, Miscellaneous Income, and its instructions.
2	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

Form W-9 (Rev. 10-2018) Page 5

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account
4.	Custodial account of a minor (Uniform Gift to Minors Act)	The minor2
5.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
6.	Sole proprietorship or disregarded entity owned by an individual	The owner3
7.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))	The grantor*
For this type of account:		Give name and EIN of:
8.	Disregarded entity not owned by an individual	The owner
9.	A valid trust, estate, or pension trust	Legal entity4
10.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
11.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
12.	Partnership or multi-member LLC	The partnership
13.	A broker or registered nominee	The broker or nominee

For this type of account:		Give name and EIN of:
14.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
15.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

Form W-9 (Rev. 10-2018) Page 6

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Important: The Depositary must receive this letter of transmittal (together with confirmation of book-entry transfer and all other required documents) before or on the date the Offer expires.

This letter of transmittal and any other required documents should be sent or delivered by each tendering stockholder or its broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth on the first page of this letter of transmittal.

Any questions or requests for assistance or for additional copies of the Offer to Purchase or this letter of transmittal may be directed to the Information Agent at the telephone number or one of the addresses for the Depositary set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. To confirm delivery of your shares, please contact the Depositary.

The Depositary for the Offer is:

 

If delivering by UPS, FedEx or Courier:	If delivering by USPS Service:
Broadridge Corporate Issuer Solutions, Inc. Attn:  BCIS IWS 51 Mercedes Way Edgewood, New York 11717-8383	Broadridge Corporate Issuer Solutions, Inc. Attn:  BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, New York 11717-0718

The Information Agent for the Offer is:

Broadridge Corporate Issuer Solutions, Inc.

Toll-Free: (888) 789-8409

EX-99.(A)(1)(III)

Exhibit (a)(1)(iii)

Lazard World Dividend & Income Fund, INC.

c/o Lazard Asset Management LLC

30 Rockefeller Plaza

New York, New York 10112

(800) 823-6300

Offer to Purchase Up to 1,376,037 Shares of Common Stock
At a Cash Purchase Price of 98% of Net Asset Value Per Share

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 p.m., NEW YORK CITY TIME, ON august 21, 2019,
UNLESS THE FUND EXTENDS THE OFFER.

July 25, 2019

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Lazard World Dividend & Income Fund, Inc., a diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund” or “we”), is offering to purchase for cash up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, $0.001 par value per share, at a price per share equal to 98% of its net asset value (“NAV”) per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the shares are traded, on the day the offer expires (such price, expressed as a percentage of NAV per share, the “Purchase Price”), in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 25, 2019, and the related letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee.

All shares validly tendered before the Expiration Date (as specified in Section 1 of the Offer to Purchase) and not properly withdrawn will be purchased by the Fund at the Purchase Price in cash, without interest, upon the terms and subject to the conditions of the Offer, including the proration provisions thereof. All shares that the Fund does not accept for purchase because of proration will be returned at the Fund’s expense to the stockholders that tendered such shares promptly after the Expiration Date.

As described in the Offer to Purchase, if more than 1,376,037 shares, or such greater number of shares as the Fund may elect to purchase in accordance with applicable law, are validly tendered and not properly withdrawn before the Expiration Date, then the Fund will purchase validly tendered shares at the Purchase Price on a pro rata basis with appropriate rounding adjustments to avoid purchases of fractional shares, as provided in the Offer to Purchase.

The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 6 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.            Offer to Purchase, dated July 25, 2019;

2.            Form of Letter to Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an accompanying Instruction Form provided for obtaining such clients’ instructions with regard to the Offer; and

3.            Form of Letter of Transmittal, for your and your clients’ information only, together with accompanying instructions, IRS Form W-9 and the instructions included therewith.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON august 21, 2019, UNLESS THE FUND EXTENDS THE OFFER.

No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any other person for soliciting tenders of shares in the Offer other than fees paid to Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer (the “Information Agent”), as described in the Offer to Purchase. We will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of shares held by them as a nominee or in a fiduciary capacity. We will pay or cause to be paid any stock transfer taxes applicable to our purchase of shares pursuant to the Offer, except as otherwise provided in the Offer to Purchase and letter of transmittal (see Instruction 7 of the letter of transmittal). No broker, dealer, bank, trust company or fiduciary shall be deemed to be an agent of the Fund, the Information Agent or Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer (the “Depositary”) or any affiliate of the foregoing for purposes of the Offer.

For shares to be validly tendered pursuant to the Offer, the Depositary must timely receive a confirmation of receipt of such shares under the procedure for book-entry transfer, together with an “agent’s message” (as defined in the Offer to Purchase and the letter of transmittal) and any other documents required pursuant to the Offer, all in accordance with the instructions set forth in the Offer to Purchase and letter of transmittal.

None of the Fund, its Board of Directors, Lazard Asset Management LLC, the Fund’s investment manager, or the Information Agent makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares. Stockholders should carefully evaluate all information in the Offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares, and, if so, how many shares to tender. The Offer is not being made to, nor will the Fund accept tenders from, stockholders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

Please address any inquiries you may have with respect to the Offer to the Information Agent at one of the addresses of the Depositary set forth on the back cover page of the Offer to Purchase or by calling (888) 789-8409.

You may obtain additional copies of the enclosed material from the Information Agent by calling them at: (888) 789-8409.

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Capitalized terms used but not defined herein have the meanings assigned to them in the Offer to Purchase and the letter of transmittal.

Very truly yours,

Lazard World Dividend & Income Fund, Inc.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT OF THE FUND, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.  

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EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

Offer to Purchase Up to 1,376,037 Shares of Common Stock
At a Cash Purchase Price of 98% of Net Asset Value Per Share

Lazard world dividend & income fund, INC.

c/o Lazard Asset Management LLC

30 Rockefeller Plaza

New York, New York 10112

(800) 823-6300

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 p.m., NEW YORK CITY TIME, ON august 21, 2019
UNLESS THE FUND EXTENDS THE OFFER.

July 25, 2019

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated July 25, 2019, and the related letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), in connection with the offer by Lazard World Dividend & Income Fund, Inc., a diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), to purchase for cash up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, $0.001 par value per share, at a price per share equal to 98% of its net asset value (“NAV”) per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the shares are traded, on the day the offer expires (such price, expressed as a percentage of NAV per share, the “Purchase Price”), in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer.

All shares validly tendered before the Expiration Date (as specified in Section 1 of the Offer to Purchase) and not properly withdrawn will be purchased by the Fund at the Purchase Price in cash, without interest, upon the terms and subject to the conditions of the Offer, including the proration provisions thereof. All shares that the Fund does not accept for purchase because of proration will be returned at the Fund’s expense to the stockholders that tendered such shares promptly after the Expiration Date.

We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the letter of transmittal for your information only. You cannot use the letter of transmittal to tender shares we hold for your account.

Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the Offer, any or all of the shares we hold for your account, by completing and signing the Instruction Form enclosed herein.

Please note carefully the following:

1.    You should consult with your broker and/or tax advisor as to whether (and if so, in what manner) you should designate the priority in which you want your tendered shares to be purchased in the event of proration.

2.   The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to other conditions set forth in Section 6 of the Offer to Purchase, which you should read carefully.

3.    The Offer and the withdrawal rights will expire at 5:00 p.m., New York City time, on August 21, 2019, unless the Fund extends the Offer.

4.    The Offer is for up to 1,376,037 shares, constituting approximately 20% of the Fund’s issued and outstanding shares of common stock as of July 15, 2019.

5.    No fees or commissions will be payable by you to the Fund in connection with the Offer. However, brokers, dealers, commercial banks, trust companies and other nominees who tender their shares of common stock pursuant to your instructions may charge you a fee for doing so. Any stock transfer taxes applicable to the sale of shares of common stock to the Fund pursuant to the Offer will be paid by the Fund except as otherwise provided in the Offer to Purchase.

6.   The Board of Directors of the Fund (the “Board”) has approved the Offer. However, none of the Fund, its Board, Lazard Asset Management LLC, the Fund’s investment manager, or Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer, makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares. Stockholders should carefully evaluate all information in the Offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares, and, if so, how many shares to tender. The Fund has been advised that its Directors and Officers do not intend to tender any shares in the Offer.

The current NAV per share of the Fund will be calculated daily and may be obtained from the Fund by calling (800) 823-6300.

If you wish to have us tender any or all of your shares, please instruct us to that effect by completing, executing and returning to us the enclosed Instruction Form. If you authorize us to tender your shares, we will tender all of the shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.

Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the Expiration Date of the Offer. The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on August 21, 2019, unless the Fund extends the Offer.

As described in the Offer to Purchase, if more than 1,376,037 shares, or such greater number of shares as the Fund may elect to purchase in accordance with applicable law, are validly tendered and not properly withdrawn before the Expiration Date, then the Fund will purchase validly tendered shares on a pro rata basis with appropriate rounding adjustments to avoid purchases of fractional shares, as provided in the Offer to Purchase.

-2-

The Offer is being made solely under the Offer to Purchase and the letter of transmittal. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE OFFER.

WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY. YOU CANNOT USE THE LETTER OF TRANSMITTAL TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.

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INSTRUCTION FORM

With Respect to the Offer by

Lazard World dividend & Income fund, INC.

to Purchase up to 1,376,037 Shares of Common Stock

At a Cash Purchase Price of 98% of Net Asset Value Per Share

The undersigned acknowledge(s) receipt of your letter in connection with the offer by Lazard World Dividend & Income Fund, Inc., a diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), to purchase for cash up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, $0.001 par value per share, at a price per share equal to 98% of its net asset value (“NAV”) per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the shares are traded, on the day the offer expires (such price, expressed as a percentage of NAV, the “Purchase Price”), in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 25, 2019, and the related letter of transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).

All shares validly tendered before the Expiration Date (as specified in Section 1 of the offer to purchase) and not properly withdrawn will be purchased by the Fund at the Purchase Price in cash, without interest, upon the terms and subject to the conditions of the Offer, including the proration provisions thereof. See Section 1 of the Offer to Purchase. All shares that the Fund does not accept for purchase because of proration will be returned at the Fund’s expense to the stockholders that tendered such shares promptly after the Expiration Date.

The undersigned hereby instruct(s) you to tender to the Fund the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, in accordance with the terms and subject to the conditions of the Offer.

NUMBER OF SHARES TO BE TENDERED BY YOU FOR
THE ACCOUNT OF THE UNDERSIGNED:

__________ SHARES^*

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER.  IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED.  IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE DELIVERY.  

—PLEASE SIGN ON THE NEXT PAGE—

^* Unless you indicate otherwise, we will assume that you are instructing us to tender all of the shares that we hold for your account.

Signature(s):
Name(s):
	Please Print
Address(es):
	(Please Include Zip Code)
Telephone Number(s), including Area Code(s):
Taxpayer ID or Social Security No.:
Dated:

-2-

EX-99.(A)(5)(I)

Exhibit (a)(5)(i)

For immediate release

Media contact:	Investor contact:
Hillary Yaffe, +1 212 632 6528	Ben Wulfsohn, +1 800 823 6300
hillary.yaffe@lazard.com	ben.wulfsohn@lazard.com

LAZARD WORLD DIVIDEND & INCOME FUND ANNOUNCES TENDER OFFER
IN CONNECTION WITH ITS PROPOSED REORGANIZATION INTO
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND

NEW YORK, February 19, 2019 – Lazard World Dividend & Income Fund, Inc. (NYSE: LOR) today announced that its Board of Directors has approved a conditional one-time tender offer to acquire, in exchange for cash, up to 20% of LOR’s outstanding shares of common stock at a price equal to 98% of LOR’s net asset value (“NAV”) per share as of the close of regular trading on the New York Stock Exchange on the business day immediately following the day the offer expires (the “Offer”). The Offer is conditioned upon the prior approval by stockholders of each of LOR and Lazard Global Total Return and Income Fund, Inc. (NYSE: LGI) (together with LOR, the “Funds”) of the proposed reorganization of LOR into LGI (the “Reorganization”), which was announced publicly by press release dated November 13, 2018. The Offer currently is anticipated to commence promptly after stockholder approval of the Reorganization, and would be completed prior to the closing of the Reorganization.

If more than 20% of LOR’s outstanding shares of common stock are tendered in the Offer, LOR will purchase its shares from tendering stockholders on a pro rata basis at a price of 98% of LOR’s NAV per share. Additional terms and conditions of the Offer will be set forth in LOR’s offering materials, which will be distributed to LOR stockholders of record upon the commencement of the Offer.

Additional information about the Offer will be announced via future press releases. This press release is for informational purposes only and is not a recommendation, an offer to purchase or the solicitation of an offer to sell any shares of LOR. The Offer will be made, and LOR stockholders will be notified, in accordance with the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and other applicable rules and regulations. None of LOR, its Board of Directors or Lazard Asset Management LLC (“LAM”) is making any recommendation to LOR stockholders as to whether to tender or refrain from tendering their shares in the Offer. LOR stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. The purchase of shares tendered by participating LOR stockholders pursuant to the Offer will generally have U.S. federal income tax consequences.

An indirect subsidiary of Lazard Ltd (NYSE: LAZ), LAM, the Funds’ investment manager, offers a range of equity, fixed-income, and alternative investment products worldwide. As of December 31, 2018, LAM and affiliated asset management companies in the Lazard Group managed $241 billion worth of client assets. For more information about LAM, please visit www.LazardAssetManagement.com. Follow LAM at @LazardAsset.

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EX-99.(A)(5)(II)

Exhibit (a)(5)(ii)

For immediate release

Media contact:	Investor contact:
Hillary Yaffe, +1 212 632 6528	Ben Wulfsohn, +1 800 823 6300
hillary.yaffe@lazard.com	ben.wulfsohn@lazard.com

IMPORTANT CHANGE TO PREVIOUSLY-ANNOUNCED TENDER OFFER BY
LAZARD WORLD DIVIDEND & INCOME FUND

NEW YORK, May 31, 2019 – Lazard World Dividend & Income Fund, Inc. (NYSE: LOR) today announced that its Board of Directors (the “Board”) has approved an important change to the one-time tender offer previously announced by press release dated February 19, 2019 (the “Offer”). The Offer will now no longer be conditioned upon the prior approval by stockholders of each of LOR and Lazard Global Total Return and Income Fund, Inc. (NYSE: LGI) (together with LOR, the “Funds”) of the proposed reorganization of LOR into LGI, and the Offer will commence within the time period from mid-June through July 2019 and will expire twenty business days after its commencement. A further press release will be issued upon commencement of the Offer.

The Board did not approve any other changes to the terms of the Offer, as previously announced—that is, LOR will acquire, in exchange for cash, up to 20% of LOR’s outstanding shares of common stock at a price equal to 98% of LOR’s net asset value (“NAV”) per share as of the close of regular trading on the New York Stock Exchange on the business day immediately following the day the Offer expires. If more than 20% of LOR’s outstanding shares of common stock are tendered in the Offer, LOR will purchase its shares from tendering stockholders on a pro rata basis at a price of 98% of LOR’s NAV per share. Additional terms and conditions of the Offer will be set forth in LOR’s Offer to Purchase, which will be distributed to LOR stockholders of record upon the commencement of the Offer.

This press release is for informational purposes only and is not a recommendation, an offer to purchase or the solicitation of an offer to sell any shares of LOR. The Offer will be made, and LOR stockholders will be notified, in accordance with the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and other applicable laws and regulations. None of LOR, its Board of Directors or Lazard Asset Management LLC (“LAM”), the Funds’ investment manager, is making any recommendation to LOR stockholders as to whether to tender or refrain from tendering their shares in the Offer. LOR stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. The purchase of shares tendered by participating LOR stockholders pursuant to the Offer will generally have U.S. federal income tax consequences.

An indirect subsidiary of Lazard Ltd (NYSE: LAZ), LAM offers a range of equity, fixed-income, and alternative investment products worldwide. As of April 30, 2019, LAM and affiliated asset management companies in the Lazard Group managed $239.6 billion worth of client assets. For more information about LAM, please visit www.LazardAssetManagement.com. Follow LAM at @LazardAsset.

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EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

For immediate release
Media contact: Hillary Yaffe, +1 212 632 6528 hillary.yaffe@lazard.com	Investor contact: Ben Wulfsohn, +1 800 823 6300 ben.wulfsohn@lazard.com

LAZARD WORLD DIVIDEND & INCOME FUND
ANNOUNCES COMMENCEMENT OF TENDER OFFER

NEW YORK, July 25, 2019 – Lazard World Dividend & Income Fund, Inc. (NYSE: LOR) today announced the commencement of its previously-announced one-time tender offer to acquire, in exchange for cash, up to 20% of LOR's outstanding shares of common stock at a price equal to 98% of LOR's net asset value ("NAV") per share as of the close of regular trading on the New York Stock Exchange on the day the offer expires (the "Offer"). The Offer will expire at 5:00 p.m., New York City time, on August 21, 2019, unless the Offer is extended.

If more than 20% of LOR's outstanding shares of common stock are tendered in the Offer, LOR will purchase its shares from tendering stockholders on a pro rata basis at a price of 98% of LOR's NAV per share. Additional terms and conditions of the Offer will be set forth in LOR's Offer to Purchase, which will be distributed to LOR stockholders of record commencing today.

This press release is for informational purposes only and is not a recommendation, an offer to purchase or the solicitation of an offer to sell any shares of LOR. The Offer is being made, and LOR stockholders are being notified, in accordance with the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and other applicable laws and regulations. The Offer is being made only pursuant to a Tender Offer Statement on Schedule TO and related materials that LOR will file today with the Securities and Exchange Commission (the "SEC"), which contain the Offer to Purchase, and other documents relating to the Offer, containing important information about the Offer. Once filed, the Offer to Purchase and the related documents will become available, free of charge, on the SEC's website, www.sec.gov. Stockholders should read these documents carefully.

None of LOR, its Board of Directors, Lazard Asset Management LLC, LOR's investment manager ("LAM"), or Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer (the "Information Agent"), is making any recommendation to LOR stockholders as to whether to tender or refrain from tendering their shares in the Offer. LOR stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. The purchase of shares tendered by participating LOR stockholders pursuant to the Offer will generally have U.S. federal income tax consequences.

For more information about the Offer, please contact the Information Agent toll-free at (888) 789-8409.

An indirect subsidiary of Lazard Ltd (NYSE: LAZ), LAM offers a range of equity, fixed-income, and alternative investment products worldwide. As of June 30, 2019, LAM and affiliated asset management companies in the Lazard Group managed $237.5 billion worth of client assets. For more information about LAM, please visit www.LazardAssetManagement.com. Follow LAM at @LazardAsset.

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