INVESTMENT LETTER

                                                                      Exhibit(p)

                                INVESTMENT LETTER

                LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.

Lazard Global Total Return and Income Fund,  Inc.  (the  "Fund"),  a closed-end,
non-diversified  management  investment company, and Lazard Asset Management LLC
("Purchaser"), intending to be legally bound, hereby agree as follows:

1.       In order to provide the Fund with its initial capital,  the Fund hereby
         sells to Purchaser and Purchaser purchases 5,237 shares of Common Stock
         (par  value  $0.001)  of the Fund at a price of $19.10  per share  (the
         "Shares")  as of the  close of  business  on April 20,  2004.  The Fund
         hereby  acknowledges  receipt from  Purchaser of funds in the amount of
         $100,026.70 in full payment for the Shares.

2.       Purchaser represents and warrants to the Fund that the Shares are being
         acquired for  investment and not with a view to  distribution  thereof,
         and that Purchaser has no present intention to redeem or dispose of the
         Shares.

IN WITNESS WHEREOF,  the parties have executed this agreement as of the __th day
of April, 2004.

                                LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.


                                By: _______________________________________
                                    Name:  Xxxxxxx Xx. Xxxxx
                                    Title: Treasurer



                                LAZARD ASSET MANAGEMENT LLC


                                By: _______________________________________
                                    Name:  Xxxxxx Xxxxxxx
                                    Title: Managing Director