EX-99.(A)(39) 38 c90144_ex99a39.htm

Exhibit (a)(39)

 

THE LAZARD FUNDS, INC.

ARTICLES OF AMENDMENT

 

THE LAZARD FUNDS, INC., a Maryland corporation having its principal office in the State of Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The Articles of Incorporation of the Corporation (the “Charter”) are hereby amended to change the name of the Corporation’s Lazard Capital Allocator Opportunistic Strategies Portfolio to Lazard Opportunistic Strategies Portfolio, with the effect that the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as Institutional Shares of Lazard Capital Allocator Opportunistic Strategies Portfolio are redesignated as Institutional Shares of Lazard Opportunistic Strategies Portfolio, the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as Open Shares of Lazard Capital Allocator Opportunistic Strategies Portfolio are redesignated as Open Shares of Lazard Opportunistic Strategies Portfolio and the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as R6 Shares of Lazard Capital Allocator Opportunistic Strategies Portfolio are redesignated as R6 Shares of Lazard Opportunistic Strategies Portfolio.

 

SECOND: The foregoing amendment to the Charter has been approved by a majority of the entire Board of Directors and is limited to changes expressly permitted by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

 

THIRD: The foregoing amendment does not increase the total number of authorized shares of the Corporation or the aggregate par value thereof. Giving effect to the redesignations in the foregoing amendment, the total number of shares of stock that the Corporation has authority to issue remains at six billion nine hundred million (6,900,000,000) shares, all of which are shares of Common Stock, with a par value of 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 follows:

 

 

Portfolio

Shares

Authorized

   

Lazard US Equity Concentrated Portfolio

Institutional Common Stock

Open Common Stock

R6 Common Stock

 

50,000,000

50,000,000

50,000,000

   

Lazard US Strategic Equity Portfolio

Institutional Common Stock

Open Common Stock

R6 Common Stock

 

100,000,000

100,000,000

50,000,000

   

Lazard US Small-Mid Cap Equity Portfolio

Institutional Common Stock

Open Common Stock

R6 Common Stock

 

150,000,000

50,000,000

50,000,000

 
 
Portfolio
Shares
Authorized
   
Lazard Fundamental Long/Short Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard International Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
150,000,000
50,000,000
50,000,000
   
Lazard International Equity Advantage Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard International Equity Concentrated Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard International Equity Select Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard International Strategic Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
100,000,000
50,000,000
50,000,000
   
Lazard International Small Cap Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Global Equity Select Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Managed Equity Volatility Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Global Strategic Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
-2-
 
Portfolio
Shares
Authorized
   
Lazard Equity Franchise Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Global Listed Infrastructure Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Core Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
700,000,000
200,000,000
500,000,000
   
Lazard Developing Markets Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Equity Advantage Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Equity Blend Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Debt Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Income Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
-3-
 
Portfolio
Shares
Authorized
   
Lazard Explorer Total Return Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Emerging Markets Multi-Asset Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard US Realty Income Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard US Realty Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Global Realty Equity Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Real Assets and Pricing Opportunities Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard US Corporate Income Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard US Short Duration Fixed Income Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Global Fixed Income Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Global Dynamic Multi-Asset Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
-4-
 
Portfolio
Shares
Authorized
   
Lazard Enhanced Opportunities Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Lazard Opportunistic Strategies Portfolio
Institutional Common Stock
Open Common Stock
R6 Common Stock
 
50,000,000
50,000,000
50,000,000
   
Unclassified 200,000,000
   
Total 6,900,000,000

 

FOURTH: These Articles of Amendment to the Charter of the Corporation shall become effective at 9:01 a.m. on May 1, 2018.

-5-

The undersigned Vice President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that to the best of his knowledge, information and belief, the matters and facts with respect to authorization and approval set forth in these Articles of Amendment are true in all material respects and that this statement is made under penalties of perjury.

 

IN WITNESS WHEREOF, The Lazard Funds, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice President and witnessed by its Assistant Secretary as of April 3, 2018.

 

 

THE LAZARD FUNDS, INC.

 
     
  By:     
    Mark R. Anderson  
    Vice President  

 

Witness:  
   
   
Shari Soloway  
Assistant Secretary  
-6-