EX-99.A1 6 c50902_ex99-a1.htm

Exhibit (a) (1)

THE LAZARD FUNDS, INC.

ARTICLES SUPPLEMENTARY

          THE LAZARD FUNDS, INC., a Maryland corporation having its principal office in the State of Maryland at 300 East Lombard Street, Baltimore, 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.

          SECOND: The Board of Directors of the Corporation has increased the number of authorized shares of capital stock of the Corporation by five hundred million (500,000,000) shares, par value one tenth of one cent ($.001) per share with an aggregate par value of five hundred thousand dollars ($500,000.00) to two billion two hundred fifty million (2,250,000,000) shares with an aggregate par value of two million two hundred fifty thousand dollars ($2,250,000.00).

         THIRD: The additional five hundred million (500,000,000) authorized but unissued shares resulting from the foregoing increase have been classified by the Board of Directors of the Corporation as (1) fifty million (50,000,000) shares of Institutional Common Stock of each of Lazard U.S. Small Cap Equity Value Portfolio, Lazard Global Equity Income Portfolio and Lazard Capital Allocator Opportunistic Strategies Portfolio, (2) fifty million (50,000,000) shares of Open Common Stock of each of Lazard U.S. Small Cap Equity Value Portfolio, Lazard Global Equity Income Portfolio and Lazard Capital Allocator Opportunistic Strategies Portfolio, (3) one hundred fifty million (150,000,000) shares of Institutional Common Stock of Lazard Emerging Markets Portfolio and (4) fifty million (50,000,000) shares of Open Common Stock of Lazard Emerging Markets Portfolio.

          FOURTH: The total number of shares of capital stock of all classes that the Corporation has authority to issue, immediately prior to the foregoing increase is one billion seven hundred fifty million (1,750,000,000) shares, par value one tenth of one cent ($.001) per share, having an aggregate par value of one million seven hundred fifty thousand dollars ($1,750,000), classified as shares of Institutional Common Stock and Open Common Stock of each of the following Portfolios (each a “Portfolio”), as follows:

 

 

 

 

Portfolio

 

Shares
Authorized


 


 

 

 

 

Lazard U.S. Equity Value Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard U.S. Strategic Equity Portfolio

 

 

 

Institutional Common Stock

 

100,000,000

 

Open Common Stock

 

100,000,000

 

 

 

 

Lazard Mid Cap Portfolio

 

 

 

Institutional Common Stock

 

100,000,000

 

Open Common Stock

 

50,000,000



 

 

 

 

Portfolio

 

Shares
Authorized


 


 

 

 

 

Lazard Small Cap Portfolio

 

 

 

Institutional Common Stock

 

150,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard U.S. Small Cap Equity Growth Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Equity Portfolio

 

 

 

Institutional Common Stock

 

150,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Equity Select Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Strategic Equity Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Small Cap Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard Emerging Markets Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard High Yield Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard Bond Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

 

 

 

Unclassified

 

250,00,000

 

 

 


 

 

 

TOTAL

 

1,750,000,000

          FIFTH: The total number of shares of capital stock of all classes that the Corporation has authority to issue, as increased, is two billion two hundred fifty million (2,250,000,000) shares, par value one tenth of one cent ($.001) per share, having an aggregate par value of two million two hundred fifty thousand ($2,250,000.00) dollars, classified as shares of Institutional Common Stock and Open Common Stock of each of the following Portfolios (each, a “Portfolio”) or remaining unclassified as follows:

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Portfolio

 

Shares
Authorized


 


 

 

 

 

Lazard U.S. Equity Value Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard U.S. Strategic Equity Portfolio

 

 

 

Institutional Common Stock

 

100,000,000

 

Open Common Stock

 

100,000,000

 

 

 

 

Lazard Mid Cap Portfolio

 

 

 

Institutional Common Stock

 

100,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard Small Cap Portfolio

 

 

 

Institutional Common Stock

 

150,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard U.S. Small Cap Equity Value Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard U.S. Small Cap Equity Growth Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard Global Equity Income Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Equity Portfolio

 

 

 

Institutional Common Stock

 

150,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Equity Select Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Strategic Equity Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard International Small Cap Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard Emerging Markets Portfolio

 

 

 

Institutional Common Stock

 

200,000,000

 

Open Common Stock

 

100,000,000

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Portfolio

 

Shares
Authorized


 


 

 

 

 

Lazard High Yield Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Lazard Bond Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

 

 

 

Lazard Capital Allocator Opportunistic Strategies
Portfolio

 

 

 

Institutional Common Stock

 

50,000,000

 

Open Common Stock

 

50,000,000

 

 

 

 

Unclassified

 

250,000,000

 

 

 

 

Total

 

2,250,000,000

          SIXTH: The shares of Institutional Common Stock and Open Common Stock of each Portfolio of the Corporation as classified and reclassified immediately hereby (and all shares of Institutional Common Stock and Open Common Stock, respectively, of any Portfolio issued after these Articles 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 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)

Assets of the Corporation attributable to the Open Common Stock and to the Institutional Common Stock of each Portfolio shall be invested in the same respective Portfolio.

 

 

 

 

(2)

At such times (which may vary between and among the holders of Institutional 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 Investment Company Act of 1940, as amended, 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 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

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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.

 

 

 

 

(3)

Proceeds from the redemption of a share of Institutional Common Stock or Open 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.

          SEVENTH: The Board of Directors of the Corporation has increased the total number of authorized shares of capital stock that the Corporation has authority to issue in accordance with Section 2-105(c) of the Maryland General Corporation Law and has classified additional shares as provided herein under the authority contained in its Charter.

          IN WITNESS WHEREOF, The Lazard Funds, Inc. has caused these presents to be signed as of January __, 2008 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:

Nathan A. Paul

 

 

 

Title:

Vice President

WITNESS:

 

 

 

 

 

 

 


 

 

 

Name:

David A. Kurzweil

 

 

 

Title:

Assistant Secretary

 

 

 

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