Form 485BPOS LAZARD FUNDS INC
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E-mailExhibit 99.(a)(50)
THE LAZARD FUNDS, INC.
ARTICLES SUPPLEMENTARY
THE LAZARD FUNDS, INC., a Maryland corporation having its principal office in the State of Maryland (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end company under the Investment Company Act of 1940, as amended (the “1940 Act”).
SECOND: By action of the Board of Directors of the Corporation, the fifty million (50,000,000) unissued shares of Institutional Common Stock, fifty million (50,000,000) unissued shares of Open Common Stock and fifty million (50,000,000) unissued shares of R6 Common Stock of Lazard International Equity Concentrated Portfolio, par value one tenth of one cent ($.001) per share, with an aggregate par value of one hundred fifty thousand dollars ($150,000), that the Corporation has authority to issue are hereby reclassified as fifty million (50,000,000) unissued shares of Institutional Common Stock, fifty million (50,000,000) unissued shares of Open Common Stock and fifty million (50,000,000) unissued shares of R6 Common Stock of Lazard US Systematic Small Cap Equity Portfolio.
THIRD: By action of the Board of Directors of the Corporation, the one hundred million (100,000,000) unissued shares of Institutional Common Stock, one hundred million (100,000,000) unissued shares of Open Common Stock and one hundred million (100,000,000) unissued shares of R6 Common Stock of Lazard US Realty Equity Portfolio, par value one tenth of one cent ($.001) per share, with an aggregate par value of three hundred thousand dollars ($300,000), that the Corporation has authority to issue are hereby reclassified as three hundred million (300,000,000) unissued shares of the Corporation.
FOURTH: The total number of shares of capital stock of all classes that the Corporation has authority to issue is six billion nine hundred million (6,900,000,000) shares of Common Stock, par value one tenth of one cent ($.001) per share, having an aggregate par value of six million nine hundred thousand dollars ($6,900,000.00), classified as shares of Institutional Common Stock, Open Common Stock and R6 Common Stock of each of the following Portfolios, prior to the foregoing reclassification, as follows:
|
Portfolio |
Shares Authorized |
| Lazard US Equity Concentrated Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Equity Focus Portfolio | |
| Institutional Common Stock | 100,000,000 |
| Open Common Stock | 100,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Small-Mid Cap Equity Portfolio | |
| Institutional Common Stock | 150,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
|
Portfolio |
Shares Authorized |
| Lazard US Sustainable Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Portfolio | |
| Institutional Common Stock | 150,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Advantage Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Concentrated Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Quality Growth Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Value Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Select Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Strategic Equity Portfolio | |
| Institutional Common Stock | 100,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Small Cap Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| 2 |
|
Portfolio |
Shares Authorized |
| Lazard Global Equity Select Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Managed Equity Volatility Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Strategic Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Equity Franchise Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Listed Infrastructure Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Core Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Equity Portfolio | |
| Institutional Common Stock | 700,000,000 |
| Open Common Stock | 200,000,000 |
| R6 Common Stock | 500,000,000 |
| Lazard Developing Markets Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Equity Advantage Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| 3 |
Portfolio |
Shares Authorized |
| Lazard Emerging Markets Equity Blend Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Debt Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Realty Equity Portfolio | |
| Institutional Common Stock | 100,000,000 |
| Open Common Stock | 100,000,000 |
| R6 Common Stock | 100,000,000 |
| Lazard Real Assets Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Corporate Income Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Short Duration Fixed Income Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Fixed Income Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Dynamic Multi-Asset Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Enhanced Opportunities Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| 4 |
Portfolio |
Shares Authorized |
| Lazard Opportunistic Strategies Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Unclassified | 500,000,000 |
| Total | 6,900,000,000 |
FIFTH: As hereby classified and reclassified, the total number of shares of capital stock of all classes that the Corporation has authority to issue is six billion nine hundred million (6,900,000,000) shares of Common Stock, par value one tenth of one cent ($.001) per share, having an aggregate par value of six million nine hundred thousand dollars ($6,900,000.00), classified as shares of Institutional Common Stock, Open Common Stock and R6 Common Stock of each of the following Portfolios (each, a “Portfolio”), or being unclassified, as follows: | |
| Portfolio | Shares Authorized |
| Lazard US Equity Concentrated Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Equity Focus Portfolio | |
| Institutional Common Stock | 100,000,000 |
| Open Common Stock | 100,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Small-Mid Cap Equity Portfolio | |
| Institutional Common Stock | 150,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Sustainable Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Systematic Small Cap Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| 5 |
| Portfolio | Shares Authorized |
| Lazard International Equity Portfolio | |
| Institutional Common Stock | 150,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Advantage Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Quality Growth Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Value Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Equity Select Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Strategic Equity Portfolio | |
| Institutional Common Stock | 100,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard International Small Cap Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Equity Select Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| 6 |
| Portfolio | Shares Authorized |
| Lazard Managed Equity Volatility Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Strategic Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Equity Franchise Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Listed Infrastructure Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Core Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Equity Portfolio | |
| Institutional Common Stock | 700,000,000 |
| Open Common Stock | 200,000,000 |
| R6 Common Stock | 500,000,000 |
| Lazard Developing Markets Equity Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Equity Advantage Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Emerging Markets Equity Blend Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| 7 |
| Portfolio | Shares Authorized |
| Lazard Emerging Markets Debt Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Real Assets Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Corporate Income Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US Short Duration Fixed Income Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Fixed Income Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Global Dynamic Multi-Asset Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Enhanced Opportunities Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard Opportunistic Strategies Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Unclassified | 800,000,000 |
| Total | 6,900,000,000 |
SIXTH: The shares of Institutional Common Stock, Open Common Stock and R6 Common Stock of each Portfolio of the Corporation as classified immediately hereby (and all shares of Institutional Common Stock, Open Common Stock and R6 Common Stock, respectively, of any Portfolio issued after these Articles
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Supplementary become effective regardless of whether such shares are currently unissued or become unissued as a result of the subsequent redemption or repurchase by the Corporation of such shares) shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as previously set forth in the Charter with respect to any particular Portfolio and otherwise as set forth in Article FIFTH of the Corporation’s Charter and shall be subject to all provisions of the Corporation’s Charter relating to stock of the Corporation generally, and to the following:
| (1) | As more fully set forth hereinafter, the assets and liabilities and the income and expenses of the Open Common Stock, Institutional Common Stock and R6 Common Stock of the Corporation shall be determined separately from each other and, accordingly, the net asset value, dividends and distributions payable to holders, and amounts distributable in the event of liquidation of the Corporation to holders of shares of the Corporation’s stock may vary from class to class. Except for these differences, and certain other differences hereinafter set forth, each class of the Corporation’s stock shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption. |
| (2) | Assets of the Corporation attributable to the Open Common Stock, the Institutional Common Stock and the R6 Common Stock of each Portfolio shall be invested in the same respective Portfolio. |
| (3) | At such times (which may vary between and among the holders of Institutional Common Stock or R6 Common Stock of the Portfolios) as may be determined by the Board of Directors (or, with the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the 1940 Act, applicable rules and regulations thereunder, and applicable rules and regulations of the Financial Industry Regulatory Authority, and reflected in the pertinent registration statement of the Corporation (the “Registration Statement”), certain of the shares of Institutional Common Stock or R6 Common Stock of each Portfolio may be automatically converted into shares of the Open Common Stock of the respective Portfolio, based on the relative net asset values of such classes at the time of conversion, subject to any conditions of conversion that may be imposed by the Board of Directors (or, with the authorization of the Board of Directors, by the officers of the Corporation) and reflected in the Registration Statement. |
| (4) | Proceeds from the redemption of a share of Institutional Common Stock, Open Common Stock or R6 Common Stock of a Portfolio, including fractional shares, shall be reduced by the amount of any redemption fee, liquidation fee or other amount payable on such redemption as may be approved by the Board of Directors of the Corporation and reflected in the Registration Statement from time to time. |
| (5) | The dividends and distributions of investment income and capital gains with respect to each class of stock of the Corporation shall be in such amounts as may be declared from time to time by the Board of Directors, and such dividends and distributions may vary between each class of stock of the Corporation to reflect differing allocations of the expenses of the Corporation among the classes and any resultant differences between the net asset values per share of the classes, to such extent and for such purposes as the Board of Directors may deem appropriate. The allocation of investment income, realized and unrealized capital gains and losses, and expenses and liabilities of the Corporation among the classes shall be determined by the Board of Directors in a manner that is consistent with applicable law. |
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| (6) | Except as may otherwise be required by law, the holders of each class of stock of the Corporation shall have (i) exclusive voting rights with respect to any matter submitted to a vote of stockholders that affects only holders of that particular class and (ii) no voting rights with respect to any matter submitted to a vote of stockholders that does not affect holders of that particular class. |
SEVENTH: The Board of Directors of the Corporation has classified the authorized shares of capital stock as provided herein under the authority contained in its Charter.
IN WITNESS WHEREOF, The Lazard Funds, Inc. has caused these Articles Supplementary to be signed as of October 12, 2021 in its name and on its behalf by its duly authorized officers who acknowledge that these Articles Supplementary are the act of the Corporation, and state that to the best of their knowledge, information and belief, all matters and facts set forth herein relating to the authorization and approval of these Articles Supplementary are true in all material respects, and that this statement is made under the penalties of perjury.
| THE LAZARD FUNDS, INC. | |||
| By: | |||
| Name: Mark R. Anderson | |||
| Title: Vice President | |||
WITNESS:
| Name: Jessica Falzone | |
| Title: Assistant Secretary |
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Exhibit 99.(d)(1)
THe lazard funds,
inc.
management agreement
This Management Agreement (this “Agreement”), dated as of June 9, 2015, by and between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a Delaware limited liability company (the “Manager”), amends, restates and supersedes that certain Investment Management Agreement, dated as of August 11, 2005, by and between the Fund and the Manager (the “Prior Agreement”).
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), authorized to reclassify and issue any unissued shares to any number of additional classes or series each having its own investment objective, policies and restrictions;
WHEREAS, pursuant to the Prior Agreement, the Fund previously retained the Manager to render investment advisory services to each then-existing Portfolio;
WHEREAS, the Manager has historically provided certain administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio, which services are in addition to the investment advisory and other services contractually required by the Prior Agreement to be provided by the Manager to each Portfolio since its inception; and
WHEREAS, the Fund, on behalf of each Portfolio, and the Manager wish to amend and restate the Prior Agreement to contractually obligate the Manager to provide the Support Services (as defined in Section 3 below) on the terms set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Manager to act as manager of each Portfolio for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein described for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund (the “Board”), the Manager shall manage the investment operations of each Portfolio and the assets of each Portfolio, including the purchase, retention and disposition thereof, in accordance with the Portfolio’s investment objective(s), policies and restrictions as stated in the Fund’s Prospectus (as hereinafter defined) and subject to the following understandings:
(a) The Manager shall provide supervision of each Portfolio’s investments and determine from time to time what investments or securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash.
(b) The Manager shall use its best judgment in the performance of its duties under this Agreement.
(c) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation and By-Laws (each hereinafter defined) and Prospectus of the Fund and with the instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations.
(d) The Manager shall determine the securities to be purchased or sold by each Portfolio and will place orders pursuant to its determinations with or through such persons, brokers or dealers (including affiliates of the Manager) to carry out the policy with respect to brokerage as set forth in the Fund’s Prospectus or as the Board may direct from time to time. In placing such orders, it is recognized that the Manager will give primary
consideration to securing the most favorable price and efficient execution. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other clients, the Manager, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients.
(e) The Manager shall render to the Board such periodic and special reports with respect to each Portfolio’s securities transactions as the Board may reasonably request.
(f) The Manager shall provide the Fund’s custodian on each business day with information relating to all transactions concerning a Portfolio’s assets.
3. Administrative, Operational and Compliance Assistance Services.
(a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each Portfolio;
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(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing
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agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.
4. The Fund has delivered to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund, filed with the State Department of Assessments and Taxation of Maryland (such Articles of Incorporation, as in effect on the date hereof and as amended from time to time, are herein called the “Articles of Incorporation”);
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);
(c) Resolutions of the Board authorizing the appointment of the Manager and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) relating to the Fund and shares of the Fund’s Common Stock;
(e) Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the Commission; and
(f) Prospectus of the Fund (such prospectus and the statement of additional information, each as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”).
5. The Manager shall authorize and permit any of the general members, officers and employees of the Manager, and any of the general members, directors, officers and employees of any of its affiliates, who may be elected as Directors or officers of the Fund to serve in the capacities in which they are elected. All services to be furnished by the Manager under this Agreement may be furnished through the medium of any such general members, directors, officers or employees of the Manager or any of its affiliates.
6. The Manager shall keep the books and records of the Fund and the Portfolios required to be maintained by it pursuant to this Agreement and by the Fund pursuant to the 1940 Act. The Manager agrees that all records which it maintains for the Fund or the Portfolios are the property of the Fund or the relevant Portfolio and
| 4 |
it will surrender promptly to the Fund or such Portfolio any of such records upon the request of the Fund or such Portfolio. The Manager further agrees to preserve such records as prescribed by Rule 31a-2 under the 1940 Act.
7. The Manager will bear all of its expenses incurred in connection with the services to be rendered by the Manager to the Portfolios under this Agreement, including without limitation, the compensation of all personnel of the Fund and the Manager, except the fees of Directors of the Fund who are not affiliated persons of the Manager or its affiliates, provided that the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The Fund or the relevant Portfolio assumes and will pay all other expenses in connection with the Fund or such Portfolio not assumed by the Manager, including but not limited to:
(a) the fees and expenses of Directors who are not affiliated persons of the Manager or any of its affiliates;
(b) the fees and expenses of the Fund’s administrator, if any;
(c) the fees and expenses of the custodian which relate to (i) the custodial function and the recordkeeping connected therewith, (ii) the maintenance of the required accounting records of the Fund, (iii) the pricing of the shares of the Portfolio, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Directors of the Fund and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Portfolio’s securities;
(d) the fees and expenses of the Fund’s transfer agent, which may be the custodian, which relate to the maintenance of, and communications with respect to, each stockholder account;
(e) the charges and expenses of legal counsel and independent accountants for the Fund;
(f) brokers’ commissions, any issue or transfer taxes and any other charges in connection with portfolio transactions on behalf of the Portfolio;
(g) all taxes and corporate fees payable by the Fund or the Portfolio to federal, state or other governmental agencies, and all costs of maintaining corporate existence;
(h) the allocable share of the fees of any trade association of which the Fund may be a member;
(i) the cost of share certificates, if any, representing shares of the Portfolio;
(j) the fees and expenses involved in registering and maintaining registrations of the Fund and of its shares with the Commission and, if required, qualifying the shares of the Portfolio under state securities laws, including the preparation of the Fund’s Registration Statement and amendments thereto for filing under federal and state securities laws for such purposes and printing of the Prospectus;
(k) all expenses of stockholders’ and Directors’ meetings and of preparing, printing and mailing Prospectuses and reports to stockholders in quantities required for distribution to the stockholders, and communications expenses with respect to individual stockholder accounts;
(l) the cost of obtaining fidelity insurance and any liability insurance covering the Directors and officers of the Fund as such;
(m) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business;
(n) expenses of issue, repurchase or redemption of shares of the Fund;
(o) fees payable to the Manager hereunder;
(p) interest expenses of the Fund; and
| 5 |
(q) all other expenses properly payable by the Fund.
8. For the services provided to the Portfolios and the expenses assumed pursuant to this Agreement, each Portfolio will pay monthly to the Manager as full compensation therefor a management fee, accrued daily, at the annual rate set forth opposite the Portfolio’s name on Schedule 1 hereto.
9. The Manager shall not be liable for any error of judgment or for any loss suffered by a Portfolio in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The federal securities laws may impose liabilities even, under certain circumstances, on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any right which a Portfolio may have under any federal securities law.
10. As to each Portfolio, this Agreement shall continue until the date set forth opposite such Portfolio’s name on Schedule 1 hereto (the “Initial Reapproval Date”) and thereafter shall continue automatically for successive annual periods ending on June 30th of each year, provided that in each case such continuance is specifically approved at least annually by (i) the Board or (ii) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio, provided that in either event its continuance also is approved by a majority of the Fund’s Directors who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. As to each Portfolio, this Agreement may be terminated at any time, without payment of penalty by the Portfolio, on 60 days’ written notice to the Manager, by vote of the Board, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio. This Agreement shall automatically terminate, as to the relevant Portfolio, in the event of its assignment (as defined in the 1940 Act).
11. Nothing in this Agreement shall limit or restrict the right of any general member, officer or employee of the Manager or any general member, director, officer or employee of any of its affiliates who may also be a Director, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the right of the Manager to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
12. During the term of this Agreement, the Fund agrees to furnish to the Manager at its principal office all Prospectuses, proxy statements, reports to stockholders, sales literature, or other material prepared for distribution to stockholders of the Fund or the public, which refer in any way to the Manager, prior to use thereof and not to use such material if the Manager reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to the Manager copies of any of the above-mentioned materials which refer in any way to the Manager. The Fund shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Fund as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
13. This Agreement may be amended by mutual consent, but the consent of the Fund must be approved in conformity with the requirements of the 1940 Act.
14. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at 30 Rockefeller Plaza, New York, New York 10112, Attention: General Counsel of the Manager, or (2) to the Fund at 30 Rockefeller Plaza, New York, New York 10112, Attention: President of the Fund.
| 6 |
15. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
| THE LAZARD FUNDS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| LAZARD ASSET MANAGEMENT LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| 7 |
SCHEDULE 1
| Name of Portfolio | Annual Fee as a Percentage of Average Daily Net Assets |
Initial Reapproval Date | |
| Lazard Developing Markets Equity Portfolio | 1.00% | June 30, 2016 | |
| Lazard Emerging Markets Core Equity Portfolio | 1.00% | June 30, 2016 | |
| Lazard Emerging Markets Debt Portfolio | .70% | June 30, 2016 | |
| Lazard Emerging Markets Equity Advantage Portfolio | .75% | June 30, 2017 | |
| Lazard Emerging Markets Equity Portfolio | 1.00% | June 30, 2016 | |
| Lazard Emerging Markets Strategic Equity Portfolio | 1.00% | June 30, 2016 | |
| Lazard Enhanced Opportunities Portfolio | .95% | June 30, 2017 | |
| Lazard Equity Franchise Portfolio | .80% | June 30, 2019 | |
| Lazard Global Dynamic Multi-Asset Portfolio | .80% | June 30, 2016 | |
| Lazard Global Equity Select Portfolio | .65% | June 30, 2016 | |
| Lazard Global Fixed Income Portfolio | .50% | June 30, 2016 | |
| Lazard Global Listed Infrastructure Portfolio | .90% | June 30, 2016 | |
| Lazard Global Strategic Equity Portfolio | .75% | June 30, 2017 | |
| Lazard International Equity Advantage Portfolio | .65% | June 30, 2017 | |
| Lazard International Equity Portfolio | .75% | June 30, 2016 | |
| Lazard International Equity Select Portfolio | .65% | June 30, 2016 | |
| Lazard International Equity Value Portfolio | .80% | June 30, 2020 | |
| Lazard International Quality Growth Portfolio | .75% | June 30, 2020 | |
| Lazard International Small Cap Equity Portfolio | .75% | June 30, 2016 | |
| Lazard International Strategic Equity Portfolio | .75% | June 30, 2016 | |
| Lazard Managed Equity Volatility Portfolio | .60% | June 30, 2017 | |
| Lazard Opportunistic Strategies Portfolio | 1.00% | June 30, 2016 | |
| Lazard Real Assets Portfolio | .65% | June 30, 2018 | |
| Lazard US Corporate Income Portfolio | .55% | June 30, 2016 | |
| Lazard US Equity Concentrated Portfolio | .70% | June 30, 2016 | |
| Lazard US Equity Focus Portfolio | .55% | June 30, 2016 | |
| Lazard US Short Duration Fixed Income Portfolio | .25% | June 30, 2016 | |
| Lazard US Small-Mid Cap Equity Portfolio | .75% | June 30, 2016 | |
| Lazard US Sustainable Equity Portfolio | .60% | June 30, 2022 | |
| Lazard US Systematic Small Cap Equity Portfolio | .70% | June 30, 2023 | |
Approved as of: September 13, 2021
Exhibit 99.(d)(2)
LAZARD ASSET MANAGEMENT LLC
30 Rockefeller Plaza
New York, New York 10112
Effective September 13, 2021
The Lazard Funds, Inc.
30 Rockefeller Plaza
New York, New York 10112
| Re: | Expense Limitation Agreement |
Ladies and Gentlemen:
Lazard Asset Management LLC (“LAM”), intending to be legally bound, hereby confirms its agreement as follows in respect of each of the portfolios (each, a “Portfolio”) of The Lazard Funds, Inc. (the “Fund”) set forth on Schedule A hereto:
For the respective periods set forth on Schedule A hereto, if the aggregate direct expenses of a Portfolio, exclusive of taxes, brokerage, interest on borrowings, dividend and interest expenses on securities sold short (Lazard Enhanced Opportunities Portfolio and Lazard Opportunistic Strategies Portfolio only), fees and expenses of “Acquired Funds” (as defined in Form N-1A), fees and expenses related to filing foreign tax reclaims and extraordinary expenses, exceed the percentage of the value of the Portfolio’s average daily net assets set forth opposite the Portfolio’s name on Schedule A hereto, the Fund, on behalf of the Portfolio, may deduct from the payment to be made to LAM under the Management Agreement between LAM and the Fund, on behalf of the Portfolios (the “Management Agreement”), or LAM will bear, such excess expense.
In addition, until April 30, 2022, to the extent the “Total Annual Fund Operating Expenses” (as used in Form N-1A) of the R6 shares of a Portfolio exceed the Total Annual Fund Operating Expenses of the Portfolio’s Institutional shares (in each case, not including management fees, custodial fees or other expenses related to the management of the Portfolio’s assets), LAM will bear the expenses of the R6 shares in the amount of such excess.
This Agreement may only be amended by agreement of the Fund and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Management Agreement.
| LAZARD ASSET MANAGEMENT LLC | ||
| By: | ||
| William Rosenberg | ||
| Managing Director | ||
Accepted and Agreed To:
THE LAZARD FUNDS, INC.,
on behalf of each of the Portfolios set forth on Schedule A hereto
| By: | ||
| Christopher Snively | ||
| Chief Financial Officer and Treasurer | ||
SCHEDULE A
| Maximum Total Portfolio Operating Expenses (as a percentage of average daily net assets) | ||||
| Name of Portfolio | Institutional Shares | Open Shares | R6 Shares | |
| Until April 30, 2022 | ||||
| Lazard Developing Markets Equity Portfolio | 1.15% | 1.40% | 1.10% | |
| Lazard Emerging Markets Core Equity Portfolio | 1.25% | 1.50% | 1.20% | |
| Lazard Emerging Markets Debt Portfolio | 0.85% | 1.05% | 0.80% | |
| Lazard Emerging Markets Equity Advantage Portfolio | 0.90% | 1.15% | 0.85% | |
| Lazard Emerging Markets Equity Portfolio | 1.20% | 1.45% | 1.15% | |
| Lazard Emerging Markets Strategic Equity Portfolio | 1.15% | 1.40% | 1.10% | |
| Lazard Enhanced Opportunities Portfolio | 1.25% | 1.50% | 1.20% | |
| Lazard Equity Franchise Portfolio | 0.95% | 1.20% | 0.90% | |
| Lazard Global Dynamic Multi-Asset Portfolio | 0.90% | 1.15% | 0.90% | |
| Lazard Global Equity Select Portfolio | 0.90% | 1.15% | 0.85% | |
| Lazard Global Fixed Income Portfolio | 0.70% | 0.95% | 0.65% | |
| Lazard Global Strategic Equity Portfolio | 0.95% | 1.20% | 0.90% | |
| Lazard International Equity Advantage Portfolio | 0.90% | 1.15% | 0.85% | |
| Lazard International Equity Portfolio | 0.85% | 1.10% | 0.80% | |
| Lazard International Equity Select Portfolio | 0.90% | 1.15% | 0.85% | |
| Lazard International Equity Value Portfolio | 0.95% | 1.20% | 0.90% | |
| Lazard International Quality Growth Portfolio | 0.85% | 1.10%1 | 0.80% | |
| Lazard International Small Cap Equity Portfolio | 1.13% | 1.38% | 1.08% | |
| Lazard International Strategic Equity Portfolio | 1.05% | 1.30% | 1.00% | |
| Lazard Managed Equity Volatility Portfolio | 0.75% | 1.00% | 0.70% | |
| Lazard Opportunistic Strategies Portfolio | 1.02% | 1.27% | 1.02% | |
| Lazard Real Assets Portfolio | 0.80% | 1.05% | 0.75% | |
| Lazard US Corporate Income Portfolio | 0.55% | 0.80% | 0.55%1 | |
| Lazard US Equity Concentrated Portfolio | 0.90% | 1.15% | 0.85% | |
| Lazard US Equity Focus Portfolio | 0.70% | 0.95% | 0.70% | |
| Lazard US Short Duration Fixed Income Portfolio | 0.40% | 0.65%1 | 0.35% | |
| Lazard US Small-Mid Cap Equity Portfolio | 1.15% | 1.40% | 1.10% | |
| Until June 30, 2022 | ||||
| Lazard US Sustainable Equity Portfolio | .75% | 1.00% | .70% | |
| Until October 29, 2023 | ||||
| Lazard US Systematic Small Cap Equity Portfolio | .90% | 1.15% | .85% | |
| Until April 30, 2031 | ||||
| Lazard Global Listed Infrastructure Portfolio | 1.20% | 1.45% | 1.15% | |
|
From April 30, 2022 until April 30, 2031 |
||||
| Lazard Emerging Markets Debt Portfolio | 1.10% | 1.35% | 1.05% | |
| Lazard International Equity Select Portfolio | 1.15% | 1.40% | 1.10% | |
| Lazard US Equity Concentrated Portfolio | 1.10% | 1.35% | 1.05% | |
| 1 | Until April 30, 2031. |
Exhibit 99.(m)(1)
THE LAZARD FUNDS, INC.
DISTRIBUTION AND SERVICING PLAN
Introduction: It has been proposed that the above-captioned investment company (the “Fund”) adopt a Distribution and Servicing Plan (the “Plan”) relating to its Open Shares in accordance with Rule 12b-1, promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to each series of the Fund set forth on Schedule A hereto, as such Schedule may be revised from time to time (each, a “Portfolio”). Under the Plan, the Fund would pay the Fund’s distributor (the “Distributor”) for (a) advertising, marketing and distributing Open Shares of each Portfolio and (b) providing services to holders of Open Shares of each Portfolio. The Distributor would be permitted to pay third parties in respect of these services. If this proposal is to be implemented, the 1940 Act and said Rule 12b-1 require that a written plan describing all material aspects of the proposed financing be adopted by the Fund.
The Fund’s Board, in considering whether the Fund should implement a written plan, has requested and evaluated such information as it deemed necessary to an informed determination as to whether a written plan should be implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets attributable to each Portfolio’s Open Shares for such purposes.
In voting to approve the implementation of such a plan, the Board members have concluded, in the exercise of their reasonable business judgment and in light of their respective fiduciary duties, that there is a reasonable likelihood that the plan set forth below will benefit each Portfolio and holders of its Open Shares.
The Plan: The material aspects of this Plan are as follows:
1. As to each Portfolio, the Fund shall pay to the Distributor a fee at the annual rate set forth opposite each Portfolio’s name on Schedule A hereto of the value of the relevant Portfolio’s average daily net assets attributable to its Open Shares for (a) advertising, marketing and distributing such shares and (b) the provision of personal services to holders of Open Shares and/or the maintenance of such shareholder accounts. The Distributor may pay third parties a fee in respect of these services. The Distributor shall determine the amounts to be paid to third parties and the basis on which such payments will be made. Payments to third parties are subject to compliance by each such party with the terms of any related Plan agreement between it and the Distributor.
2. For the purpose of determining the fees payable under this Plan, the value of the net assets of a Portfolio’s Open Shares shall be computed in the manner specified in the Fund’s charter documents and registration statement for the computation of net asset value.
3. The Board shall be provided, at least quarterly, with a written report of all amounts expended with respect to each Portfolio pursuant to this Plan. The report shall state the purpose for which the amounts were expended.
4. As to each Portfolio, this Plan will become effective upon approval by a majority of the Board members, including a majority of the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan.
5. As to each Portfolio, this Plan shall continue for a period of one year from its effective date, unless earlier terminated in accordance with its terms, and thereafter shall continue automatically for successive annual periods, provided such continuance is approved at least annually in the manner provided in paragraph 4 hereof.
6. As to each Portfolio, this Plan may be amended at any time by the Board, provided that (a) any
amendment to increase materially the costs which a Portfolio may bear pursuant to this Plan shall be effective only upon approval by a vote of the holders of a majority of the Portfolio’s outstanding Open Shares, and (b) any material amendments of the terms of this Plan shall become effective only upon approval as provided in paragraph 4 hereof.
7. As to each Portfolio, this Plan is terminable without penalty at any time by (a) vote of a majority of the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, or (b) vote of the holders of a majority of the Portfolio’s outstanding Open Shares.
Effective: July 23, 1996
SCHEDULE A
| Name of Portfolio | Fee as a Percentage of Average Daily Net Assets |
| Lazard Developing Markets Equity Portfolio | .25% |
| Lazard Emerging Markets Core Equity Portfolio | .25% |
| Lazard Emerging Markets Debt Portfolio | .25% |
| Lazard Emerging Markets Equity Advantage Portfolio | .25% |
| Lazard Emerging Markets Equity Portfolio | .25% |
| Lazard Emerging Markets Strategic Equity Portfolio | .25% |
| Lazard Enhanced Opportunities Portfolio | .25% |
| Lazard Equity Franchise Portfolio | .25% |
| Lazard Global Dynamic Multi-Asset Portfolio | .25% |
| Lazard Global Equity Select Portfolio | .25% |
| Lazard Global Fixed Income Portfolio | .25% |
| Lazard Global Listed Infrastructure Portfolio | .25% |
| Lazard Global Strategic Equity Portfolio | .25% |
| Lazard International Equity Advantage Portfolio | .25% |
| Lazard International Equity Portfolio | .25% |
| Lazard International Equity Select Portfolio | .25% |
| Lazard International Equity Value Portfolio | .25% |
| Lazard International Quality Growth Portfolio | .25% |
| Lazard International Small Cap Equity Portfolio | .25% |
| Lazard International Strategic Equity Portfolio | .25% |
| Lazard Managed Equity Volatility Portfolio | .25% |
| Lazard Opportunistic Strategies Portfolio | .25% |
| Lazard Real Assets Portfolio | .25% |
| Lazard US Corporate Income Portfolio | .25% |
| Lazard US Equity Concentrated Portfolio | .25% |
| Lazard US Equity Focus Portfolio | .25% |
| Lazard US Short Duration Fixed Income Portfolio | .25% |
| Lazard US Small-Mid Cap Equity Portfolio | .25% |
| Lazard US Sustainable Equity Portfolio | .25% |
| Lazard US Systematic Small Cap Equity | .25% |
Approved as of: September 13, 2021
Exhibit 99.(n)
THE LAZARD FUNDS, INC.
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), requires that the board of an investment company desiring to offer multiple classes pursuant to said Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges.
The Board of Directors (the “Board”) of The Lazard Funds, Inc. (the “Fund”), including a majority of the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund, which desires to offer multiple classes with respect to each series of the Fund listed on Schedule A attached hereto (each, a “Portfolio”), as such Schedule may be revised from time to time, has determined that the following plan is in the best interests of each Class (as defined below) individually and the Fund as a whole:
1. Class Designation. Fund shares shall be divided into Institutional Shares, Open Shares and R6 Shares (each, a “Class”).
2. Differences in Services. The services offered to shareholders of each Class shall be substantially the same, except for certain services provided to Open Shares pursuant to the Fund’s Distribution and Servicing Plan adopted pursuant to Rule 12b-1 under the 1940 Act (the “Distribution and Servicing Plan”).
3. Differences in Distribution Arrangements. Institutional Shares, Open Shares and R6 Shares shall be offered at net asset value. None of the Classes shall be subject to any front-end or contingent sales charges. Open Shares shall be subject to an annual distribution and servicing fee at the rate of .25% of the value of the average daily net assets of the Open Class pursuant to the Distribution and Servicing Plan.
4. Expense Allocation.
(a) The following expenses shall be allocated, to the extent practicable, on a Class-by-Class basis: (i) fees under the Distribution and Servicing Plan; (ii) transfer agent fees identified by the Fund’s transfer agent as being attributable to a specific Class; (iii) litigation or other legal expenses relating solely to a specific Class; and (iv) fees and expenses of administration that are identified and approved by the Board as being attributable to a specific Class.
(b) Income, realized gains and losses, unrealized appreciation and depreciation and expenses of each Portfolio not allocated to a particular Class pursuant to 4(a) above shall be allocated to each Class based on the net assets of that Class in relation to the net assets of the Portfolio.
5. Exchange Privileges and Conversion Features. Each Class of shares of a Portfolio may be exchanged for, or converted into, shares of the same Class of shares of another Portfolio or, under certain circumstances described in the Fund’s registration statement, shares of another Class of the Portfolio. For share exchanges between a Portfolio and another Portfolio, any applicable redemption fee will apply as described in the Fund’s registration statement.
Dated: August 25, 2010
SCHEDULE A
Name of Portfolio
| Lazard Developing Markets Equity Portfolio |
| Lazard Emerging Markets Core Equity Portfolio |
| Lazard Emerging Markets Debt Portfolio |
| Lazard Emerging Markets Equity Advantage Portfolio |
| Lazard Emerging Markets Equity Portfolio |
| Lazard Emerging Markets Strategic Equity Portfolio |
| Lazard Enhanced Opportunities Portfolio |
| Lazard Equity Franchise Portfolio |
| Lazard Global Dynamic Multi-Asset Portfolio |
| Lazard Global Equity Select Portfolio |
| Lazard Global Fixed Income Portfolio |
| Lazard Global Listed Infrastructure Portfolio |
| Lazard Global Strategic Equity Portfolio |
| Lazard International Equity Advantage Portfolio |
| Lazard International Equity Portfolio |
| Lazard International Equity Select Portfolio |
| Lazard International Equity Value Portfolio |
| Lazard International Quality Growth Portfolio |
| Lazard International Small Cap Equity Portfolio |
| Lazard International Strategic Equity Portfolio |
| Lazard Managed Equity Volatility Portfolio |
| Lazard Opportunistic Strategies Portfolio |
| Lazard Real Assets Portfolio |
| Lazard US Corporate Income Portfolio |
| Lazard US Equity Concentrated Portfolio |
| Lazard US Equity Focus Portfolio |
| Lazard US Short Duration Fixed Income Portfolio |
| Lazard US Small-Mid Cap Equity Portfolio |
|
Lazard US Sustainable Equity Portfolio Lazard US Systematic Small Cap Equity Portfolio |
Revised as of: September 13, 2021
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