EX-99.(A)(23) 3 c76667_ex99a23.htm

Exhibit 99(a)(23)

 

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 pursuant to Section 2-105(c) of the Maryland General Corporation Law, the aggregate number of shares that the Corporation has authority to issue has been increased by one hundred fifty million (150,000,000) unclassified shares of Common Stock, par value one tenth of one cent ($.001) per share, with an aggregate par value of one hundred fifty thousand dollars ($150,000.00).

 

THIRD: The additional one hundred fifty million (150,000,000) authorized 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 Lazard Fundamental Long/Short Portfolio, (2) fifty million (50,000,000) shares of Open Common Stock of Lazard Fundamental Long/Short Portfolio and (3) fifty million (50,000,000) shares of R6 Common Stock of Lazard Fundamental Long/Short Portfolio.

 

FOURTH: The total number of shares of capital stock of all classes that the Corporation had authority to issue, immediately prior to the foregoing increase, is five billion five hundred fifty million (5,550,000,000), par value one tenth of one cent ($.001) per share, having an aggregate par value of five million five hundred fifty thousand dollars ($5,550,000.00), classified as shares of Institutional Common Stock, Open Common Stock and R6 Common Stock of each of the following Portfolios (each a “Portfolio”) 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 Strategic Equity Portfolio   
Institutional Common Stock  100,000,000
Open Common Stock  100,000,000
R6 Common Stock  50,000,000
    
Lazard US Mid Cap Equity Portfolio   
Institutional Common Stock   
Open Common Stock  100,000,000
R6 Common Stock  50,000,000
   50,000,000
Lazard US Small-Mid Cap Equity Portfolio   
Institutional Common Stock  150,000,000
 
Portfolio  Shares
Authorized
    
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 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
    
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
2
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 Emerging Markets Income Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Explorer Total Return Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Emerging Markets Multi-Strategy Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard US Realty Income 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  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Global Realty Equity Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard US Corporate Income Portfolio  50,000,000
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock   
    
Lazard US Short Duration Fixed Income Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
3
Portfolio  Shares
Authorized
    
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 Multi-Asset Targeted Volatility Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Capital Allocator Opportunistic Strategies Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Total  5,550,000,000

 

FIFTH: The total number of shares of capital stock of all classes that the Corporation has authority to issue, as classified herein, is five billion seven hundred million (5,700,000,000) shares of Common Stock, par value one tenth of one cent ($.001) per share, having an aggregate par value of five million seven hundred thousand dollars ($5,700,000.00), classified as shares of Institutional Common Stock, Open Common Stock and R6 Common Stock of each of the following Portfolios 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 Strategic Equity Portfolio   
Institutional Common Stock  100,000,000
Open Common Stock  100,000,000
R6 Common Stock  50,000,000
    
Lazard US Mid Cap Equity Portfolio   
Institutional Common Stock  100,000,000
Open Common Stock  50,000,000
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
4
Portfolio  Shares
Authorized
    
R6 Common Stock  50,000,000
    
Lazard Fundamental Long/Short 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 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
    
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
5
Portfolio  Shares
Authorized
    
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 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 Emerging Markets Income Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Explorer Total Return Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Emerging Markets Multi-Strategy Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard US Realty Income 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  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Global Realty Equity 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
6
Portfolio  Shares
Authorized
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 Multi-Asset Targeted Volatility Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Lazard Capital Allocator Opportunistic Strategies Portfolio   
Institutional Common Stock  50,000,000
Open Common Stock  50,000,000
R6 Common Stock  50,000,000
    
Total  5,700,000,000

 

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 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.
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  (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.
     
  (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 additional shares as provided herein under the authority contained in its Charter.

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IN WITNESS WHEREOF, The Lazard Funds, Inc. has caused these Articles Supplementary to be signed as of April __, 2014 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:  Tamar Goldstein  
Title:  Assistant Secretary
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