LAZARD FUNDS INC
497, 1996-11-04
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                                                   FILED PURSUANT TO RULE 497(C)
                                                  REGISTRATION FILE NO. 33-40682


                             THE LAZARD FUNDS, INC.
                           Institutional Shares Only
                Supplement to Prospectus Dated November 1, 1996

     The following  information  supersedes  until December 1, 1996 any contrary
information contained in the Prospectus.

     Until December 1, 1996, Scudder Service Corporation ("Scudder") will act as
the transfer agent for each Portfolio's Institutional Shares. Accordingly, prior
to such date, the Purchase  Application for Institutional  Shares and orders for
purchases and redemptions of Institutional  Shares through the transfer agent by
written request should be mailed to Scudder at the following address:

               Scudder Service Corporation
               P.O. Box 9242
               Boston, Massachusetts 02106
               Attention: (Name of Portfolio/
                          Institutional Shares) 
                          The Lazard Funds, Inc.

     Effective December 1, 1996, Boston Financial Data Services Inc. will act as
transfer agent for each  Portfolio's  Institutional  Shares and the instructions
for purchases and redemptions of Institutional Shares through the Transfer Agent
described in the Prospectus should be followed.  Therefore,  please discard this
prospectus supplement after November 30, 1996.
<PAGE>

                              THE LAZARD FUNDS, INC.
                             ======================
                                   PROSPECTUS

















                                November 1, 1996






                             LAZARD FRERES & CO. LLC
                 30 Rockefeller Plaza, New York, New York 10020
                                 (212) 632-6400
                                 (800) 823-6300



<PAGE>




                                November 1, 1996




PROSPECTUS






THE LAZARD FUNDS, INC.
- ------------------------------------------------------
Lazard Equity Portfolio 
Lazard International Equity Portfolio 
Lazard International Fixed-Income Portfolio 
Lazard Bond Portfolio 
Lazard Strategic Yield Portfolio 
Lazard Small Cap Portfolio 
Lazard International Small Cap Portfolio 
Lazard Emerging Markets Portfolio
Lazard Global Equity Portfolio 
Lazard Bantam Value Portfolio 
Lazard Emerging World Funds Portfolio


30 Rockefeller Plaza, New York, New York 10020 
(212) 632-6400 (New York State)
(800) 823-6300 (other continental states)


- ------------------------------------------------------
INVESTORS ARE ADVISED TO READ THIS PROSPECTUS AND
RETAIN IT FOR FUTURE REFERENCE.




This Prospectus sets forth concisely the information a prospective investor
should know before investing in the portfolios. A Statement of Additional
Information dated November 1, 1996, which may be revised from time to time,
containing additional and more detailed information about the portfolios, has
been filed with the Securities and Exchange Commission and is incorporated by
reference into this Prospectus. It is available without charge and can be
obtained by writing or calling the Fund at the address and telephone number
printed above.



- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



The Lazard Funds, Inc. is a no-load, open-end management investment company that
currently has eleven separate investment portfolios. The portfolios are
professionally managed by Lazard Freres Asset Management, a division of Lazard
Freres & Co. LLC. By this prospectus, the Fund is offering Institutional Shares
and Retail Shares of each portfolio. Instutitional Shares and Retail Shares are
identical, except as to minimum investment requirements and the services offered
to and expenses borne by each class of shares.



LAZARD EQUITY PORTFOLIO seeks capital appreciation through investing primarily
in equity securities of companies with relatively large capitalizations that
appear to the investment manager to be inexpensively priced relative to the
return on total capital or equity.


LAZARD INTERNATIONAL EQUITY PORTFOLIO seeks capital appreciation through
investing primarily in the equity securities of non-United States companies. The
companies selected are those that the investment manager believes are
inexpensively priced relative to the return on total capital or equity.


LAZARD INTERNATIONAL FIXED-INCOME PORTFOLIO seeks high total return from a
combination of current income and capital appreciation, consistent with what the
investment manager considers to be prudent investment risk, through investing
primarily in foreign fixed-income securities of varying maturities.


LAZARD BOND PORTFOLIO seeks to build and preserve capital through investing in a
range of bonds, including obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities, mortgage-backed securities,
asset-backed securities, municipal securities and corporate fixed-income
securities.


LAZARD STRATEGIC YIELD PORTFOLIO seeks to obtain a total return on its assets by
placing approximately equal emphasis on capital appreciation and current income
through investing principally in high-yielding fixed-income securities. The
Lazard Strategic Yield Portfolio may invest up to 50% of its total assets in
non-U.S. dollar denominated securities of foreign issuers. Many of the
high-yielding securities in which the Lazard Strategic Yield Portfolio invests
are rated in the lower rating categories (i.e., below investment grade) by the
nationally recognized securities rating services. These securities, which are
often referred to as "junk bonds," are subject to greater risk of loss of
principal and interest than higher rated securities and are considered to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal.

<PAGE>


LAZARD SMALL CAP PORTFOLIO seeks capital appreciation through investing
primarily in equity securities of companies with market capitalizations under $1
billion that are believed by the investment manager to be inexpensively priced
relative to the return on total capital or equity.

LAZARD INTERNATIONAL SMALL CAP PORTFOLIO seeks capital appreciation through
investing primarily in equity securities of non-United States companies with
market capitalizations under $1 billion that are believed by the investment
manager to be inexpensively priced relative to the return on total capital or
equity. The Lazard International Small Cap Portfolio operates similarly to the
Lazard Small Cap Portfolio, except that this Portfolio will invest primarily in
the equity securities of non-United States issuers and, therefore, investment
determinations include, among other items, the effect of currency fluctuations
and the political and economic factors of other jurisdictions.

LAZARD EMERGING MARKETS PORTFOLIO seeks capital appreciation through investing
primarily in equity securities of non-United States issuers who are located, or
doing significant business, in emerging market countries. Emerging market
countries include countries where political and economic trends have produced
recently, or are producing, a more stable economy, or countries that have
developed recently, or are developing, financial markets and investment
liquidity. The Lazard Emerging Markets Portfolio seeks securities of issuers
whose potential is significantly enhanced by their relationship to the emerging
markets country and are believed to be inexpensively priced relative to the
productivity of their equity or assets.

LAZARD GLOBAL EQUITY PORTFOLIO seeks capital appreciation through investing
primarily in equity securities of companies with relatively large
capitalizations that are located anywhere in the world which the investment
manager believes to be inexpensively priced relative to the return on total
capital or equity. In addition to security specific factors, investment
determinations include, among other items, analysis of U.S. and non-U.S.
markets.

LAZARD BANTAM VALUE PORTFOLIO seeks capital appreciation through investing
primarily in equity securities of companies with market capitalizations under
$500 million that are believed by the investment manager to be inexpensively
priced relative to the return on total capital or equity and which are likely to
increase market capitalization as a result of growth or are likely to be the
subject of acquisitions or other events.

LAZARD EMERGING WORLD FUNDS PORTFOLIO seeks capital appreciation through
investing primarily in securities of closed-end funds, generally at discounts to
net asset value, which in turn invest in emerging market securities. The
securities in which the Portfolio will invest will be principally listed on
recognized international exchanges or traded in recognized international
markets. Shares of the Lazard Emerging World Funds Portfolio currently are not
being offered.
<PAGE>


TABLE OF CONTENTS


Fee Table .................................................................    4

Summary ...................................................................    6

Financial Highlights ......................................................    7

Investment Objectives and Policies ........................................   10

Additional Permitted Investment Activities and Risk Factors ...............   27

Investment Restrictions ...................................................   35

Management ................................................................   36

Determination of Net Asset Value ..........................................   39

Purchase of Shares ........................................................   40

Redemption of Shares ......................................................   41


Distribution and Servicing Plan ...........................................   43


Exchange Privilege ........................................................   43

Dividends and Distributions ...............................................   44

Taxation ..................................................................   44

Account Services ..........................................................   46

Shareholder Services ......................................................   46

Organization and Description of Capital Stock .............................   46

Custodian; Transfer and Dividend Disbursing Agent .........................   47

Reports To Shareholders ...................................................   47

Performance Information ...................................................   47

Appendix (Bond and Commercial Paper Ratings) ..............................   48


<PAGE>
                      [This page intentionally left blank]
<PAGE>
FEE TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    LAZARD               LAZARD                                    LAZARD
                                  LAZARD            INTERNATIONAL        INTERNATIONAL        LAZARD               STRATEGIC
                                  EQUITY            EQUITY               FIXED-INCOME         BOND                 YIELD
                                  PORTFOLIO         PORTFOLIO            PORTFOLIO            PORTFOLIO            PORTFOLIO
                            ------------------    ----------------     ----------------    ----------------      ---------------
                            INSTITU-              INSTITU-             INSTITU-            INSTITU-              INSTITU-
                            TIONAL     RETAIL     TIONAL    RETAIL     TIONAL    RETAIL    TIONAL    RETAIL      TIONAL   RETAIL
                            SHARES     SHARES     SHARES    SHARES     SHARES    SHARES    SHARES    SHARES      SHARES   SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>        <C>      <C>

SHAREHOLDER
TRANSACTION EXPENSES          None      None       None      None      None      None       None      None       None     None
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND
OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE
NET ASSETS)

Management Fees               .75%      .75%       .75%      .75%      .75%      .75%       .50%      .50%       .75%     .75%
12b-1 Fees (distribution
and servicing)                None      .25%       None      .25%      None      .25%       None      .25%       None     .25%

Other Expenses (after
expense reimbursement)*       .17%      .22%       .20%      .25%      .30%      .35%       .30%      .35%       .34%     .39%

Total Portfolio Operating
Expenses(after expense
reimbursement)*               .92%     1.22%       .95%     1.25%     1.05%     1.35%       .80%     1.10%      1.09%    1.39%
- ------------------------------------------------------------------------------------------------------------------------------------
EXAMPLE
YOU WOULD PAY THE  FOLLOWING  EXPENSES  ON A $1,000  INVESTMENT,  ASSUMING  A 5%
ANNUAL RETURN (CUMULATIVELY THROUGH THE END OF EACH TIME PERIOD):

1 year                       $   9        $ 13     $ 10      $ 13     $ 11       $ 14       $ 8       $ 11     $  11      $ 14
3 years                      $  29        $ 39     $ 30      $ 40     $ 33       $ 43       $26       $ 35     $  35      $ 44
5 years                      $  51        $ 67     $ 53      $ 69     $ 58       $ 74       $44       $ 61     $  60      $ 77
10 years                     $ 114        $148     $117      $152     $128       $163       $99       $135     $ 133      $168
                                                                                         
THESE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES WHICH MAY BE MORE OR 
LESS THAN THOSE SHOWN. MOREOVER, WHILE 
THESE EXAMPLES ASSUME A 5% ANNUAL
RETURN, A PORTFOLIO'S ACTUAL PERFORMANCE
WILL VARY AND MAY RESULT IN AN ACTUAL 
RETURN GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------------------------------------------------------------
    *The purpose of this table is to assist the  investor in  understanding  the
     various  costs and  expenses  that an  investor  in a  Portfolio  will bear
     directly or indirectly. Long-term investors in Retail Shares could pay more
     in 12b-1 fees than the  economic  equivalent  of paying a  front-end  sales
     charge.  "Other Expenses" and "Total Portfolio  Operating Expenses" reflect
     the undertaking of Lazard Freres Asset Management to bear,  excluding 12b-1
     Fees and other class  specific  expenses  for the Retail  Shares,  (i) with
     respect to each of the International Fixed-Income Portfolio,  Global Equity
     Portfolio,  Bantam Value Portfolio and Emerging World Funds Portfolio total
     operating expenses in excess of 1.05% of each such Portfolio's  average net
     assets, (ii) with respect to the Bond Portfolio total operating expenses in
     excess of .80% of that  Portfolio's  average  net  assets,  and (iii)  with
     respect to the  Emerging  Markets  Portfolio  total  operating  expenses in
     excess of 1.30% of that Portfolio's  average net assets,  until the earlier
     of December 31, 1996 or such time as the respective Portfolio reaches total
     net assets of $100  million.  Effective  May 1, 1995,  the Fund has engaged
     State  Street  Bank and Trust  Company ("State  Street") to provide certain
</TABLE>
<PAGE>

                                                  The Lazards Funds, Inc. Page 5
<TABLE>
<CAPTION>
                                                                                                                        LAZARD
                                                   LAZARD            LAZARD            LAZARD           LAZARD          EMERGING
                                LAZARD             INTERNATIONAL     EMERGING          GLOBAL           BANTAM          WORLD
                                SMALL CAP          SMALL CAP         MARKETS           EQUITY           VALUE           FUNDS
                                PORTFOLIO          PORTFOLIO         PORTFOLIO         PORTFOLIO        PORTFOLIO       PORTFOLIO
                            ---------------    ---------------   ---------------   ---------------  ---------------- ---------------
                            INSTITU-           INSTITU-          INSTITU-          INSTITU-         INSTITU-         INSTITU-       
                            TIONAL   RETAIL    TIONAL   RETAIL   TIONAL    RETAIL  TIONAL   RETAIL  TIONAL   RETAIL  TIONAL   RETAIL
                            SHARES   SHARES    SHARES   SHARES   SHARES    SHARES  SHARES   SHARES  SHARES   SHARES  SHARES   SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>       <C>     <C>      <C>     <C>      <C>

Shareholder
Transaction Expenses         None     None     None     None     None      None    None     None    None     None      None    None
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND                                                                                                            
OPERATING EXPENSES                                                                                                     
(AS A PERCENTAGE OF AVERAGE                                                                                            
NET ASSETS)                                                                                                            
                                                                                                                       
Management Fees              .75%     .75%     .75%     .75%    1.00%     1.00%    .75%     .75%    .75%     .75%      .75%    .75%
12b-1 Fees (distribution                                                                                               
and servicing)               None     .25%     None     .25%     None      .25%    None     .25%    None     .25%      None    .25%
Other Expenses (after                                                                                                  
expense reimbursement)*      .09%     .14%     .38%     .43%     .30%      .35%    .30%     .35%    .30%     .35%      .30%    .35%
 Total Portfolio Operating                                                                                             
Expenses(after expense                                                                                                 
reimbursement)*              .84%    1.14%    1.13%    1.43%    1.30%     1.60%   1.05%    1.35%   1.05%    1.35%    1 .05%   1.35%
                                                                                                                      

EXAMPLE
YOU WOULD PAY THE  FOLLOWING  EXPENSES  ON A $1,000  INVESTMENT,  ASSUMING  A 5%
ANNUAL RETURN (CUMULATIVELY THROUGH THE END OF EACH TIME PERIOD):

1 year                       $  9     $ 12     $ 12     $ 15     $ 13      $ 16     $ 11    $ 14    $ 11    $ 14      $ 11    $ 14
3 years                      $ 27     $ 36     $ 36     $ 46     $ 41      $ 51     $ 33    $ 43    $ 33    $ 43      $ 33    $ 43 
5 years                      $ 47     $ 63     $ 63     $ 79     $ 71      $ 88     $ 58    $ 74    $ 58    $ 74      $ 58    $ 74
10 years                     $104     $139     $138     $172     $157      $191     $128    $163    $128    $163      $128    $163

   
   

   --------------------------------------------------------------------------------
   administrative   services.   Each  Portfolio  will  bear  the  cost  of  such
   administrative  expenses  at the  annual  rate of  $37,500  plus .02% of such
   Portfolio's  average  daily net assets.  State Street has agreed to waive the
   $37,500  fee for one  year  for  the  Bond  and  International  Fixed  Income
   Portfolios.  Had Lazard Freres Asset  Management  not undertaken to bear such
   expenses,  (and  State  Street  not  waived  certain  fees)  total  portfolio
   operating   expenses  for  the  fiscal  year  ended  December  31,  1995  for
   Institutional Shares would have been 1.25% for the International Fixed-Income
   Portfolio,  .97% for the Bond  Portfolio  and 2.00% for the Emerging  Markets
   Portfolio.  "Other  Expenses"  for  Institutional  Shares with respect to the
   Global Equity  Portfolio,  Bantam Value  Portfolio  and Emerging  World Funds
   Portfolio  and  "Other  Expenses"  for  Retail  Shares  with  respect to each
   Portfolio  are  based on  estimated  amounts  for the  current  fiscal  year.
   Investors  may  purchase  Fund shares  without a sales charge  directly  from
   Lazard Freres & Co. LLC. Securities dealers and other institutions  effecting
   transactions  in Fund  shares for the  accounts  of their  clients may charge
   their clients direct fees in connection with such transactions.
</TABLE>


<PAGE>


SUMMARY


The Lazard Funds, Inc. (the "Fund") is a Maryland corporation incorporated on
May 17, 1991. The Fund is a no-load, open-end management investment company,
known as a "series fund," that currently offers two classes of shares in the
following eleven separate series referred to as portfolios (individually, a
"Portfolio" and collectively, the "Portfolios"): Lazard Equity Portfolio (the
"Equity Portfolio"), Lazard International Equity Portfolio (the "International
Equity Portfolio"), Lazard International Fixed-Income Portfolio (the
"International Fixed-Income Portfolio"), Lazard Bond Portfolio (the "Bond
Portfolio"), Lazard Strategic Yield Portfolio (the "Strategic Yield Portfolio"),
Lazard Small Cap Portfolio (the "Small Cap Portfolio"), Lazard International
Small Cap Portfolio (the "International Small Cap Portfolio"), Lazard Emerging
Markets Portfolio (the "Emerging Markets Portfolio"), Lazard Global Equity
Portfolio (the "Global Equity Portfolio"), Lazard Bantam Value Portfolio (the
"Bantam Value Portfolio") and Lazard Emerging World Funds Portfolio (the
"Emerging World Funds Portfolio"). The Equity Portfolio is operated as a
"diversified" portfolio as that term is defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"). The remaining Portfolios are
"non-diversified." Non-diversified portfolios typically invest in a smaller
number of securities than diversified portfolios and, therefore, may present a
slightly greater degree of risk than diversified portfolios. See "Additional
Permitted Investment Activities and Risk Factors -- Diversification."

Each Portfolio is a separate pool of assets constituting, in effect, a separate
fund with its own investment objectives and policies. Each Portfolio's shares
are classified into two classes--Institutional Shares and Retail Shares (each
such class being referred to as a "Class"). The Classes are identical, except
for the minimum investment requirements and the services offered to and expenses
borne by each Class. Retail Shares are subject to an annual distribution and
service fee at the rate of .25% of the value of the average daily net assets of
the Retail Class. The fee is payable for advertising, marketing and distributing
Retail Shares and for ongoing personal services relating to Retail Class
shareholder acounts and services related to the maintenance of such shareholder
accounts pursuant to a Distribution and Servicing Plan adopted in accordance
with Rule 12b-1 under the Investment Company Act. See "Distribution and
Servicing Plan." The amounts payable pursuant to the Distribution and Servicing
Plan will cause the Retail Class to have a higher expense ratio and to pay lower
dividends than the Institutional Class. A shareholder in a Portfolio will be
entitled to his pro rata share of all dividends and distributions arising from
that Portfolio's assets and, upon redeeming shares of that Portfolio, will
receive the then current net asset value of the applicable Class of that
Portfolio represented by the redeemed shares. See "Purchase of Shares" and
"Redemption of Shares." The Fund is empowered to establish, without shareholder
approval, additional portfolios which may have different investment objectives,
policies or restrictions.


Lazard Freres Asset Management, a division of Lazard Freres & Co. LLC ("Lazard
Freres"), serves as the investment manager (the "Investment Manager") to each of
the Portfolios. For a description of the Investment Manager, the services it
provides and the management fees, see "Management." 

The Equity Portfolio seeks capital appreciation through investing primarily in
equity securities of companies with relatively large capitalizations that appear
to the Investment Manager to be inexpensively priced relative to the return on
total capital or equity.

The International Equity Portfolio seeks capital appreciation through investing
primarily in the equity securities of non-United States companies. The companies
selected are those that the Investment Manager believes are inexpensively priced
relative to the return on total capital or equity.

The International Fixed-Income Portfolio seeks high total return from a
combination of current income and capital appreciation, consistent with what the
Investment Manager considers to be prudent investment risk, through investing
primarily in foreign fixed-income securities of varying maturities.

The Bond Portfolio seeks to build and preserve capital through investing in a
range of bonds including obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities, mortgage-backed securities,
asset-backed securities, municipal securities and corporate fixed-income
securities.

The Strategic Yield Portfolio seeks to obtain a total return on its assets by
placing approximately equal emphasis on capital appreciation and current income
through investing principally in high-yielding fixed-income securities. The
Strategic Yield Portfolio may invest up to 50% of its total assets in non-U.S.
dollar denominated securities of foreign issuers. The Portfolio may invest
without limitation in U.S. dollar denominated fixed-income securities of foreign
issuers. The types of securities in which the Strategic Yield Portfolio invests,
which are often referred to as "junk bonds," are subject to greater risk of loss
of principal and interest than higher rated securities and are considered to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal.

The Small Cap Portfolio seeks capital appreciation through investing primarily
in equity securities of companies with market capitalizations under $1 billion
that are believed by the Investment Manager to be inexpensively priced relative
to the return on total capital or equity. Investing in small capitalization
stocks can involve greater risk than is customarily associated with larger, more
established companies.

The International Small Cap Portfolio seeks capital appreciation through
investing primarily in equity securities of non-United States companies with
market capitalizations under $1 billion that are believed by the Investment
Manager to be inexpensively priced relative to the return on total capital or
equity. Investing in small capitalization stocks can involve greater risk than
is customarily associated with larger, more established companies. Investing in
non-United States issuers involves risks associated with currency fluctuation
and other political or economic risks in other countries.

The Emerging Markets Portfolio seeks capital appreciation through investing
primarily in equity securities of non-United States issuers located, or doing
significant business, in emerging market countries. Investing in emerging
markets involves greater risk than in developed markets due to uncertain
political and economic factors.

The Global Equity Portfolio seeks capital appreciation through investing
primarily in equity securities of companies with relatively large
capitalizations that are located anywhere in the world which the Investment
Manager believes to be inexpensively priced relative to the return on total
capital or equity. In addition to security specific factors, investment
determinations include, among other items, analysis of U.S. and non-U.S.
markets.

<PAGE>
                                                   THE LAZARD FUNDS, INC. PAGE 7

The Bantam Value Portfolio seeks capital appreciation through investing
primarily in equity securities of companies with market capitalizations under
$500 million that are believed by the Investment Manager to be inexpensively
priced relative to the return on total capital or equity and which are likely to
increase market capitalization as a result of growth or are likely to be the
subject of acquisitions or other events.

The Emerging World Funds Portfolio seeks capital appreciation through investing
primarily in securities of closed-end funds, generally at discounts to net asset
value, which in turn invest in emerging market securities. The securities in
which the Portfolio will invest will be principally listed on recognized
international exchanges or traded in recognized international markets.

An investment in any one or more of the Portfolios is not intended to constitute
a complete investment program. Each of the Portfolios has separate investment
objectives and policies and, accordingly, there may be different risks
associated with an investment in each of the Portfolios. For a description of
each Portfolio's investment objectives and policies and certain risks attendant
to investing in each Portfolio, see "Investment Objectives and Policies" and
"Additional Permitted Investment Activities and Risk Factors." No assurance can
be given that any of the portfolios will achieve its respective investment
objective.

Except as noted below, the Fund's policy with respect to turnover of securities
held in the Portfolios is to purchase securities for investment purposes and not
for the purpose of realizing short-term trading profits. Although a Portfolio
cannot accurately predict its annual portfolio turnover rate, the Investment
Manager anticipates that the annual portfolio turnover rate of the Equity
Portfolio, International Equity Portfolio, Small Cap Portfolio, Emerging Markets
Portfolio, International Small Cap Portfolio, Global Equity Portfolio, Bantam
Value Portfolio and Emerging World Funds Portfolio will not exceed 100%. The
annual turnover of the Bond Portfolio may exceed 100% and, in the case of the
Strategic Yield Portfolio and International Fixed-Income Portfolio, may be in
excess of 200% (but is not expected to exceed 300%). A 200% turnover rate is
greater than that of most other investment companies. A high rate of portfolio
turnover involves correspondingly greater transaction expenses than a lower
rate, which expenses are borne by the Portfolio and its shareholders and also
may result in the realization of substantial net short-term capital gains. See
"Additional Permitted Investment Activities and Risk Factors--Portfolio
Turnover" and "Taxation."



Shares of any Portfolio may be purchased and redeemed  through Boston  Financial
Data Services Inc., the Fund's transfer agent (the "Transfer  Agent") or through
a brokerage  account with Lazard Freres or through  certain  other  agents.  The
minimum initial investment for Retail Shares of each Portfolio is $10,000 unless
you are a client of a securities  dealer or other  institution which has made an
aggregate  minimum  initial  purchase for its clients of at least  $10,000.  The
minimum  initial  investment  for  Institutional  Shares  of each  Portfolio  is
$50,000.  The  minimum  subsequent  investment  is $1,000 for Retail  Shares and
$5,000 for Institutional Shares. For more information,  see "Purchase of Shares"
and "Redemption of Shares."



Dividends on shares of the International Fixed-Income Portfolio, Bond Portfolio
and Strategic Yield Portfolio are declared daily and paid monthly. Dividends on
shares of the Equity Portfolio are declared and paid quarterly. Dividends on
shares of the International Equity Portfolio, Small Cap Portfolio, Emerging
Markets Portfolio, International Small Cap Portfolio, Global Equity Portfolio,
Bantam Value Portfolio and Emerging World Funds Portfolio are generally declared
and paid annually but may be declared and paid twice annually. Capital gain
distributions for each Portfolio, if any, generally will be declared and paid
annually but may be declared and paid twice annually. See "Dividends and
Distributions."


FINANCIAL HIGHLIGHTS





The  financial  highlights  set forth below for  Institutional  Shares have been
audited (except where indicated) by ABA Seymour  Schneidman  Financial  Services
Group, a division of Anchin,  Block & Anchin LLP, Independent  Accountants.  The
financial  highlights set forth below for the Equity Portfolio for periods prior
to January 1, 1992 were audited by other independent  public  accountants.  This
information  should be read in  conjunction  with the financial  statements  and
notes  thereto  with  respect  to  each of the  Portfolios  that  appear  in the
Statement of Additional Information.  The Emerging World Funds Portfolio had not
commenced operations, and Retail Shares had not been offered with respect to any
Portfolio,  as of the date of the financials and,  therefore,  no financial data
are provided for such Portfolio or Class.




<PAGE>
PAGE 8 THE LAZARD FUNDS, INC.




- --------------------------------------------------------------------------------
                 THE LAZARD FUNDS, INC. - FINANCIAL HIGHLIGHTS
                              INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------




<TABLE>
<CAPTION>

                                                INCOME FROM INVESTMENT OPERATIONS
                                           -------------------------------------------                LESS:
                                                                               TOTAL       ----------------------------
                                NET                                             FROM         DIVIDENDS        DISTRIBU-      NET
                               ASSET                       NET REALIZED       INVEST-         FROM AND          TIONS       ASSET
                              VALUE,                      AND UNREALIZED        MENT        IN EXCESS OF        FROM        VALUE,
                             BEGINNING     INVESTMENT      GAIN (LOSS)         OPERA-        INVESTMENT       REALIZED      END OF
           PERIOD            OF PERIOD     INCOME-NET     ON INVESTMENTS       TIONS         INCOME-NET         GAINS       PERIOD
<S>                          <C>           <C>           <C>                  <C>          <C>                <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------------------

 
LAZARD EQUITY PORTFOLIO
 Six months ended
   6/30/96+++ ..............  $ 17.41       $ 0.122          $  1.568         $ 1.690          $(0.069)         $(0.541)    $18.49
 Year ended
   12/31/95.................    13.75         0.226             4.931           5.157           (0.175)          (1.322)     17.41
   12/31/94.................    13.89         0.141             0.441           0.582           (0.152)          (0.574)     13.75
   12/31/93.................    12.74         0.158             2.172           2.330           (0.165)          (1.015)     13.89
   12/31/92.................    12.34         0.123             0.518           0.641           (0.132)          (0.109)     12.74
   12/31/91.................    11.53         0.107             3.051           3.158           (0.082)          (2.266)     12.34
   12/31/90.................    12.34         0.191            (0.778)         (0.587)          (0.223)(a)           --      11.53
   12/31/89.................    10.32         0.204             2.231           2.435           (0.214)          (0.201)     12.34
   12/31/88.................     8.73         0.181             1.597           1.778           (0.188)              --      10.32
   6/1/87* to 12/31/87......    10.00         0.110            (1.280)         (1.170)          (0.100)              --       8.73
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL EQUITY PORTFOLIO
 Six months ended
   6/30/96+++ ..............    12.50         0.168             0.877           1.045               --           (0.065)     13.48
 Year ended
   12/31/95.................    11.23         0.187             1.288           1.475           (0.091)          (0.114)     12.50
   12/31/94.................    12.32         0.078            (0.049)          0.029               --           (1.123)     11.23
   12/31/93.................     9.48         0.021             2.919           2.940           (0.021)          (0.079)     12.32
   12/31/92.................    10.30         0.097            (0.779)         (0.682)          (0.138)              --       9.48
   10/29/91* to 12/31/91....    10.00         0.020             0.300           0.320           (0.020)              --      10.30
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL FIXED-INCOME PORTFOLIO
 Six months ended
   6/30/96+++ ..............    10.85         0.298            (0.357)         (0.059)          (0.299)          (0.032)     10.46
 Year ended
   12/31/95.................    10.23         0.701             1.250           1.951           (1.129)          (0.202)     10.85
   12/31/94.................    10.51         0.592            (0.161)          0.431           (0.593)          (0.116)     10.23
   12/31/93.................     9.79         0.571             0.912           1.483           (0.570)          (0.193)     10.51
   12/31/92.................    10.28         0.614            (0.403)          0.211           (0.614)          (0.087)      9.79
   11/8/91* to 12/31/91.....    10.00         0.110             0.280           0.390           (0.110)              --      10.28
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD BOND PORTFOLIO
 Six months ended
   6/30/96+++ ..............    10.10         0.280            (0.318)         (0.038)          (0.282)          (0.070)      9.71
 Year ended
   12/31/95.................     9.24         0.595             0.863           1.458           (0.594)          (0.004)     10.10
   12/31/94.................    10.28         0.584            (1.010)         (0.426)          (0.584)          (0.029)      9.24
   12/31/93.................    10.21         0.551             0.302           0.853           (0.551)          (0.232)     10.28
   12/31/92.................    10.25         0.577            (0.004)          0.573           (0.577)          (0.036)     10.21
   11/12/91* to 12/31/91....    10.00         0.140             0.250           0.390           (0.140)              --      10.25
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD STRATEGIC YIELD PORTFOLIO
 Six months ended
   6/30/96+++ ..............     9.52         0.388             0.132           0.520           (0.390)              --       9.65 
 Year ended
   12/31/95.................     9.10         0.748             0.430           1.178           (0.758)              --       9.52
   12/31/94.................    10.13         0.762            (0.990)         (0.228)          (0.761)          (0.039)      9.10
   12/31/93.................     9.50         0.644             0.738           1.382           (0.633)          (0.119)     10.13
   12/31/92.................     9.97         1.049            (0.450)          0.599           (1.049)          (0.020)      9.50
   10/1/91* to 12/31/91.....    10.00         0.250            (0.030)          0.220           (0.250)              --       9.97
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++*** ...........    15.95         0.051             1.733           1.784               --           (0.034)     17.70 
 Year ended
   12/31/95.................    14.35         0.126             2.951           3.077           (0.154)          (1.323)     15.95
   12/31/94.................    15.26         0.070             0.220           0.290           (0.042)          (1.158)     14.35
   12/31/93.................    12.98         0.019             3.830           3.849           (0.020)          (1.549)     15.26
   12/31/92.................    10.42         0.019             2.560           2.579           (0.019)              --      12.98
   10/30/91* to 12/31/91....    10.00         0.030             0.420           0.450           (0.030)              --      10.42
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++ ..............    10.52         0.090             0.850           0.940               --               --      11.46
 Year ended
   12/31/95.................    10.38         0.139             0.056           0.195               --           (0.055)     10.52
   12/31/94.................    10.86         0.072            (0.548)         (0.476)              --               --      10.38
   12/1/93* to 12/31/93.....    10.00         0.004             0.859           0.863           (0.003)              --      10.86
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO
 Six months ended
   6/30/96+++ ..............     9.24         0.079             1.802           1.881           (0.001)              --      11.12
 Year ended
   12/31/95.................     9.86         0.080            (0.660)         (0.580)          (0.040)              --       9.24
   12/1/93* to 12/31/93.....    10.00         0.010            (0.154)         (0.144)              --               --       9.86
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD GLOBAL EQUITY PORTFOLIO
   1/4/96* to 6/30/96+++....    10.00         0.089            0.441            0.530               --               --      10.53
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD BANTAM VALUE PORTFOLIO
   3/5/96* to 6/30/96+++....    10.00         0.006            1.764            1.770               --               --      11.77
- ----------------------------------------------------------------------------------------------------------------------------------

  * Commencement of operations.

 ** The average commission rate paid is applicable for Portfolios that invest
    greater than 10% of average assets in equity security transactions on which
    commissions are charged. This disclosure is required for fiscal periods
    beginning on or after September 1, 1995.

*** Does not include the operations of the Special Equity Portfolio from
    January 1, 1996 through June 28, 1996 (acquisition date).
     
  + Annualized.
 
 ++ Total return represents aggregate total return for the periods indicated.

+++ Unaudited.

 
(a) Includes $.032 per share of distributions from paid-in capital, none of
    which is a return of capital for tax purposes.
 
(b) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 10.84%+ ($0.056) for the
    International Equity Portfolio, 20.70%+ ($0.293) for the International
    Fixed-Income Portfolio, 7.80%+ ($0.114) for the Bond Portfolio, 6.22%+
    ($0.075) for the Strategic Yield Portfolio, and 11.05%+ ($0.085) for the
    Small Cap Portfolio.
 
(c) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.53% ($0.050) for the Equity
    Portfolio, 1.37% ($0.014) for the International Equity Portfolio, 2.80%
    ($0.176) for the International Fixed-Income Portfolio, 3.23% ($0.0251) for
    the Bond Portfolio, 2.99% ($0.192) for the Strategic Yield Portfolio, and
    1.14%+ ($0.006) for the Small Cap Portfolio.
 
(d) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.18% ($0.020) for the Equity
    Portfolio, 2.87%+ ($0.010) for the International Small Cap Portfolio, 2.08%
    ($0.119) for the International Fixed-Income Portfolio, 1.76% ($0.101) for
    the Bond Portfolio, and 1.63% ($0.058) for the Strategic Yield Portfolio.

</TABLE>

<PAGE>
                                                   THE LAZARD FUNDS, INC. PAGE 9
<TABLE>
<CAPTION>


                                                                                                           
                                                                                                               NET         
                                                                       INVEST-                                ASSETS,       
                                                                        MENT      PORTFOLIO     AVERAGE       END OF       
                                             TOTAL                     INCOME-    TURNOVER    COMMISSIONS     PERIOD       
           PERIOD                           RETURN++    EXPENSES        NET         RATE         RATE**       (000'S)       
<S>                                         <C>         <C>           <C>         <C>         <C>            <C>            
- ---------------------------------------------------------------------------------------------------------------------          
                                                                                                   
                                                                                                     
LAZARD EQUITY PORTFOLIO
 Six months ended
   6/30/96+++ ..............                  9.7%       0.90%+,(i)    1.42%+       25.68%      $0.0588      $249,899
 Year ended                                                                                                
   12/31/95.................                 37.7        0.92(g)       1.45         80.72                     163,787
   12/31/94.................                  4.2        1.05          1.15         66.52                      89,105
   12/31/93.................                 18.6        1.05(d)       1.31         63.92                      47,123
   12/31/92.................                  5.3        1.05(c)       1.19        174.45                      24,646
   12/31/91.................                 27.5        1.93          0.84         90.00                      14,821
   12/31/90.................                 (4.7)       1.77          1.62         70.00                      14,397
   12/31/89.................                 23.6        1.78          1.71         78.00                      16,239
   12/31/88.................                 20.4        1.84          1.86        111.00                      12,336
   6/1/87* to 12/31/87......                (11.7)       1.68+         1.93+        97.00                      10,186
- ---------------------------------------------------------------------------------------------------------------------

LAZARD INTERNATIONAL EQUITY PORTFOLIO
 Six months ended
   6/30/96+++ ..............                  8.4        0.92+,(i)     2.68+        24.99        0.0216     1,575,174
 Year ended
   12/31/95.................                 13.1        0.95(g)       1.82         62.54                   1,299,549
   12/31/94.................                  0.2        0.94          0.75        106.15                     831,877
   12/31/93.................                 31.0        0.99          1.13         86.95                     603,642
   12/31/92.................                 (6.6)       1.05(c)       2.13         60.37                     176,005
   10/29/91* to 12/31/91....                  3.2        1.05+         2.19+         0.18                       4,967
- ---------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL FIXED-INCOME PORTFOLIO
 Six months ended
   6/30/96+++ ..............                 (0.5)       1.05+,(h)     5.76+       159.81            --        57,697
 Year ended
   12/31/95.................                 19.4        1.05(f),(g)   5.99        189.97                      45,624
   12/31/94.................                  4.2        1.05(e)       5.68         65.90                      35,803
   12/31/93.................                 15.7        1.05(d)       5.50        115.84                      13,546
   12/31/92.................                  2.0        1.05(c)       6.08        256.20                       8,183
   11/8/91* to 12/31/91.....                  3.9        1.05+,(b)     4.82+         6.43                       1,427
- ---------------------------------------------------------------------------------------------------------------------
LAZARD BOND PORTFOLIO
 Six months ended
   6/30/96+++ ..............                 (0.4)       0.80+,(h),(i) 5.78+       166.78            --        64,034
 Year ended
   12/31/95.................                 16.2        0.80(f),(g)   6.07        244.28                      46,083
   12/31/94.................                 (4.2)       0.80(e)       6.11        120.51                      24,494
   12/31/93.................                  8.6        0.80(d)       5.22        174.63                      13,562
   12/31/92.................                  5.7        0.80(c)       5.59        131.38                       8,532
   11/12/91* to 12/31/91....                  3.9        0.80+,(b)     5.50+        10.46                       3,256
- ---------------------------------------------------------------------------------------------------------------------
LAZARD STRATEGIC YIELD PORTFOLIO
 Six months ended
   6/30/96+++ ..............                  5.5        1.09+,(i)     8.25+        96.85            --       110,964
 Year ended
   12/31/95.................                 13.6        1.09(g)       8.02        205.33                      78,474
   12/31/94.................                 (2.3)       1.05(e)       8.03        195.18                      62,328
   12/31/93.................                 15.6        1.05(d)       6.36        215.60                      34,943
   12/31/92.................                  6.0        1.05(c)      10.57        122.88                       9,641
   10/1/91* to 12/31/91.....                  2.1        1.05+,(b)     9.52+        11.26                       4,256
- ---------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++ ..............                 11.1        0.83+,(i)     0.67+        27.73        0.0570       878,985
 Year ended
   12/31/95.................                 21.5        0.84(g)       0.90         69.68                     646,371
   12/31/94.................                  2.0        0.85          0.51         70.11                     429,673
   12/31/93.................                 30.1        0.88          0.16         98.47                     350,952
   12/31/92.................                 24.8        1.05(c)       0.29        106.91                     168,171
   10/30/91* to 12/31/91....                  4.5        1.05+,(b)     2.47+         5.50                       2,512
- ---------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++ ..............                  9.1        1.11+         1.63+        52.50        0.0148       115,995
 Year ended
   12/31/95.................                  1.9        1.13(g)       1.56        117.53                     115,534
   12/31/94.................                 (4.5)       1.05(e)       0.95        112.92                      83,432
   12/1/93* to 12/31/93.....                  8.7        1.05+,(d)     1.76+         0.84                      13,522
- ---------------------------------------------------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO
 Six months ended
   6/30/96+++ ..............                 20.4        1.31+,(h),(i) 2.18+        28.00        0.0048       107,428
 Year ended
   12/31/95.................                 (5.9)       1.30(f),(g)   1.22        102.22                      35,216
   12/1/93* to 12/31/93.....                 (1.4)       1.30+,(e)     0.31+        30.68                      17,025
- ---------------------------------------------------------------------------------------------------------------------
LAZARD GLOBAL EQUITY PORTFOLIO
   1/4/96* to 6/30/96+++....                  5.3        1.05+,(h),(i) 2.19+        23.77        0.0305         5,058
- ---------------------------------------------------------------------------------------------------------------------
LAZARD BANTAM VALUE PORTFOLIO
   3/5/96* TO 6/30/96+++ ...                 17.7        1.06+,(h),(i) 0.20+        48.14        0.0535        18,514
- ---------------------------------------------------------------------------------------------------------------------

(e) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.26% ($0.016) for the
    International Small Cap Portfolio, 1.51% ($0.048) for the International
    Fixed-Income Portfolio, 1.23% ($0.041) for the Bond Portfolio, 1.15%
    ($0.009) for the Strategic Yield Portfolio, and 2.31%+ ($0.034) for the
    Emerging Markets Portfolio.
 
(f) If the Investment Manager and State Street had not waived certain fees and
    reimbursed certain expenses and the Portfolios had not paid fees indirectly
    the ratio of expenses to average net assets (and net investment income per
    share) would have been 1.25% ($0.678) for the International Fixed-Income
    Portfolio, 0.97% ($0.578) for the Bond Portfolio, 1.81% and 2.00% ($0.034)
    for the Emerging Markets Portfolio.
 
(g) Includes fees paid indirectly. Excluding fees paid indirectly, the expense
    ratios would have been 0.92% for the Equity Portfolio, 0.95% for the
    International Equity Portfolio, 1.05% for the International Fixed-Income 
    Portfolio, 0.80% for the Bond Portfolio, 1.09% for the Strategic Yield
    Portfolio, 0.84% for the Small Cap Portfolio, 1.13% for the International
    Small Cap Portfolio and 1.30% for the Emerging Markets Portfolio.

(h) If the Investment Manager and State Street had not waived certain fees and 
    reimbursed certain expenses and the Portfolios had not paid fees indirectly
    the ratio of expenses to average net assets (and net investment income per
    share) would have been 1.26% ($0.287) for the International Fixed-Income
    Portfolio, 0.89% ($0.275) for the Bond Portfolio, 1.58% ($0.069) for the 
    Emerging Markets Portfolio, 6.04% (-$0.113) for the Global Equity Portfolio,
    and 2.27% (-$.030) for the Bantam Value Portfolio.   

(i) Includes fees paid indirectly. Excluding fees paid indirectly the expense
    ratio would have been 0.90% for the Equity Portfolio, 0.92% for the 
    International Equity Portfolio, 0.80% for the Bond Portfolio, 1.08% for the
    Strategic Yield Portfolio, 0.83% for the Small Cap Portfolio, 1.30% for the
    Emerging Markets Portfolio, 1.05% for the Global Equity Portfolio, and 1.05%
    for the Bantam Value Portfolio. 


Further  information  about each  Portfolio's  performance  is  contained in the
Fund's annual and  semi-annual  reports which may be obtained  without charge by
writing to the address or calling the appropriate  number set forth on the cover
page of this Prospectus.

</TABLE>
<PAGE>


INVESTMENT OBJECTIVES AND POLICIES

Each Portfolio has a different investment objective which it pursues through
separate investment policies as described herein. The differences in objectives
and policies among the Portfolios determine the types of portfolio securities in
which each Portfolio invests, and can be expected to affect the degree of risk
to which each Portfolio is subject and its yield or return. The following
investment objectives and related policies and activities of each of the
Portfolios, except as otherwise indicated, are not fundamental and may be
changed by the Board of Directors of the Fund without the approval of the
shareholders. If there is a change in the investment objective of any of these
Portfolios, shareholders should consider whether that Portfolio remains an
appropriate investment in light of their then-current financial position and
needs. The types of portfolio securities in which each Portfolio may invest are
described in greater detail below. There can be no assurance, of course, that
any of the Portfolios will achieve its respective investment objective.

EQUITY PORTFOLIO

The investment objective of the Equity Portfolio is to seek capital appreciation
through investing primarily in equity securities of companies with relatively
large capitalizations that appear to the Investment Manager to be inexpensively
priced relative to the return on total capital or equity. The Equity Portfolio
engages in a value-oriented search for equity securities before they have
attracted wide investor interest. The Investment Manager attempts to identify
inexpensive securities through traditional measures of value, including low
price to earnings ratio, high yield, unrecognized assets, potential for
management change and/or the potential to improve profitability. The Investment
Manager focuses on individual stock selection (a "bottom-up" approach) rather
than on forecasting stock market trends (a "top-down" approach). Risk is
tempered by diversification of investments.

Under normal market conditions, the Equity Portfolio will invest at least 65% of
its total assets in equity securities, including, in addition to common stocks,
preferred stocks and securities convertible into or exchangeable for common
stocks. In addition, at times judged by the Investment Manager to be
appropriate, the Equity Portfolio may hold up to 20% of its total assets in U.S.
Government Securities (as described below in "Bond Portfolio") and debt
obligations of domestic corporations rated BBB or better by Standard & Poor's
Ratings Group ("S&P"), or Baa or better by Moody's Investors Service, Inc.
("Moody's"). Obligations rated BBB by S&P or Baa by Moody's are considered
investment grade obligations that may have speculative characteristics, and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case
with higher grade bonds. See the Appendix attached hereto for a description of
the ratings of S&P and Moody's.

The Equity Portfolio may also invest without limitation in short-term money
market instruments of the types described in "Additional Permitted Investment
Activities--Short-Term Money Market Instruments," including non-convertible
corporate debt securities such as notes, bonds and debentures that have
remaining maturities of not more than 12 months and are rated AA or better by
S&P or Aa or better by Moody's. The Equity Portfolio may also invest up to 10%
of its total assets in foreign equity or debt securities. For a description of
the risks associated with investing in foreign securities, see "Additional
Permitted Investment Activities and Risk Factors--Investment in Foreign
Securities."

The Equity Portfolio may borrow up to one-half of the market value of its
assets, less liabilities, in order to increase its investment in portfolio
securities, but has no present intention to do so. Any such borrowing will be
made only from banks, and will be made only to the extent that the value of the
Equity Portfolio's assets less its liabilities other than borrowings, is equal
to at least 300% of all borrowings. See "Additional Permitted Investment
Activities and Risk Factors--Borrowing for Investment" in the Statement of
Additional Information.

Securities owned by the Equity Portfolio are kept under continuing supervision,
and changes may be made whenever such securities no longer seem to meet the
Equity Portfolio's objective. Changes in the securities owned by the Portfolio
also may be made to increase or decrease investments in anticipation of changes
in security prices in general or to provide funds required for redemptions,
distributions to shareholders or other corporate purposes.


INTERNATIONAL EQUITY PORTFOLIO

The investment objective of the International Equity Portfolio is to seek
capital appreciation through investing primarily in the equity securities of
non-United States companies (i.e., incorporated or organized outside the United
States). The International Equity Portfolio expects to invest its assets

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 11

principally in common stocks of non-United States companies, although the
International Equity Portfolio may have substantial investments in American
Depositary Receipts and Global Depositary Receipts and in convertible bonds and
other convertible securities. There is no requirement, however, that the
International Equity Portfolio invest exclusively in common stocks or other
equity securities, and, if deemed advisable, the International Equity Portfolio
may invest up to 20% of the value of its total assets in fixed-income securities
and short-term money market instruments. See "Additional Permitted Investment
Activities and Risk Factors--Short-Term Money Market Instruments." The Portfolio
will not invest in fixed-income securities rated lower than investment grade.

It is the present intention of the Investment Manager to invest the
International Equity Portfolio's assets in companies based in Continental
Europe, the United Kingdom, the Pacific Basin and in such other areas and
countries as the Investment Manager may determine from time to time. Under
normal market conditions, the Portfolio will invest at least 80% of the value of
its total assets in the equity securities of companies within not less than
three different countries (not including the United States). The percentage of
the International Equity Portfolio's assets invested in particular geographic
sectors may shift from time to time in accordance with the judgment of the
Investment Manager. For a description of the risks associated with investing in
foreign securities see "Additional Permitted Investment Activities and Risk
Factors--Investment in Foreign Securities."

In selecting investments for the International Equity Portfolio, the Investment
Manager attempts to identify inexpensive markets world-wide through traditional
measures of value, including low price to earnings ratio, high yield,
unrecognized assets, potential for management change and/or the potential to
improve profitability. In addition, the Investment Manager seeks to identify
companies that it believes are financially productive and undervalued in those
markets. The Investment Manager focuses on individual stock selection (a
"bottom-up" approach) rather than on forecasting stock market trends (a
"top-down" approach). 

The Investment Manager recognizes that some of the best opportunities are in
securities not generally followed by investment professionals. Thus, the
Investment Manager relies on its research capability and also maintains a
dialogue with foreign brokers and with the management of foreign companies in an
effort to gather the type of "local knowledge" that it believes is critical to
successful investment abroad. To this end, the Investment Manager communicates
with its affiliates, Lazard Freres & Cie. in Paris, Lazard Brothers & Co. Ltd.
in London and Lazard Japan Asset Management K.K. in Tokyo, for information
concerning current business trends, as well as for a better understanding of the
management of local businesses. The information supplied by these affiliates of
the Investment Manager will be limited to statistical and factual information,
advice regarding economic factors and trends or advice as to occasional
transactions in specific securities.

The International Equity Portfolio may enter into foreign currency forward
exchange contracts in order to protect against anticipated changes in foreign
currency exchange rates. See "Additional Permitted Investment Activities and
Risk Factors--Foreign Currency Forward Exchange Contracts."

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the International Equity Portfolio may assume a temporary
defensive position and invest without limit in the equity securities of U.S.
companies or short-term money market instruments or hold its assets in cash. See
"Additional Permitted Investment Activities and Risk Factors--Short-Term Money
Market Instruments."

INTERNATIONAL FIXED-INCOME PORTFOLIO

The investment objective of the International Fixed-Income Portfolio is to seek
high total return from a combination of current income and capital appreciation,
consistent with what the Investment Manager considers to be prudent investment
risk, through investing primarily in foreign fixed-income securities of varying
maturities. The Portfolio seeks high current yields by investing in a portfolio
of fixed-income securities denominated in a range of foreign currencies and in
the U.S. Dollar. Under normal market conditions, the Portfolio will invest at
least 65% of the value of its total assets in the fixed-income securities of
companies within, or governments, political subdivisions, authorities, agencies
or instrumentalities of, not less than three different countries (not including
the United States). The Portfolio has the flexibility to invest in any region of
the world. It is the present intention of the Investment Manager, however, to
invest the International Fixed-Income Portfolio's assets principally in
fixed-income securities of companies within, or governments of, Continental
Europe, the United Kingdom, Canada, the Pacific Basin and in such other areas
and countries as the Investment Manager may determine 
<PAGE>


PAGE 12  THE LAZARD FUNDS, INC.

from time to time, including countries that are considered emerging market
countries at the time of investment. For a description of the risks associated
with investing in foreign securities, see "Additional Permitted Investment
Activities and Risk Factors -- Investment in Foreign Securities."

In pursuing its investment objective, the International Fixed-Income Portfolio
invests in a broad range of fixed-income securities. Under normal market
conditions, the Investment Manager anticipates that the Portfolio will be
invested principally in fixed-income securities with maturities of greater than
one year. A longer average maturity is generally associated with a higher level
of volatility in the market value of a fixed-income security. The maturity of a
security measures only the time until final payment is due; it takes no account
of the pattern of the security's cash flows over time, including how cash flow
is affected by prepayments and by changes in interest rates. Since the
International Fixed-Income Portfolio's objective is to seek total return, the
Portfolio will invest in fixed-income obligations with an emphasis on return
rather than stability of the Portfolio's net asset value, and the average
"duration" of the Portfolio will vary depending on anticipated market
conditions. The Portfolio's average "duration" is a measure of the price
sensitivity of its investment portfolio, including expected cash flow,
redemptions and mortgage prepayments under a wide range of interest rate
conditions. In computing the duration of the Portfolio's investment portfolio,
the Investment Manager will estimate the duration of obligations that are
subject to prepayment or redemption by the issuer taking into account the
influence of interest rates. The Portfolio's average duration generally will be
shorter than the Portfolio's average maturity. Under normal market conditions,
the Investment Manager anticipates that the average weighted duration of the
Portfolio will be in the range of two to eight years.

In order to reduce the International Fixed-Income Portfolio's exposure to
foreign currency fluctuations versus the U.S. Dollar, the Portfolio may utilize
the following investment strategies: the purchase and sale of foreign currency
forward exchange contracts, options on foreign currencies and options on foreign
currency futures. The Portfolio may also utilize options and futures contracts
for speculative purposes consistent with the portfolio's investment objective or
to reduce market risk. Options and futures are forms of derivative securities.
See "Additional Permitted Investment Activities and Risk Factors -- Foreign
Currency Forward Exchange Contracts; Options on Foreign Currencies; Futures
Contracts and Options on Futures Contracts."

The Portfolio's investments consist of: (i) obligations issued or guaranteed by
foreign governments or any of their political subdivisions, authorities,
agencies, or instrumentalities, or by supranational entities; (ii) corporate
fixed-income securities issued by foreign or U.S. companies; (iii) certificates
of deposit and bankers' acceptances issued or guaranteed by, or time deposits
maintained at, banks (including foreign branches of U.S. banks or U.S. or
foreign branches of foreign banks) having total assets of more than $500
million; (iv) commercial paper issued by foreign or U.S. companies; and (v) U.S.
Government Securities (as defined below in "Bond Portfolio"). At least 85% of
the International Fixed-Income Portfolio's assets will be invested in (i)
fixed-income securities rated BBB or better by S&P or Baa or better by Moody's;
(ii) commercial paper issued by foreign or U.S. companies rated A or better by
S&P or Prime-2 or better by Moody's; or (iii) fixed-income securities or
commercial paper that, if unrated, is determined by the Investment Manager to be
of comparable quality. Up to 15% of the value of the Portfolio's assets may be
invested in high yield, high risk fixed-income securities that are rated below
BBB by S&P and below Baa by Moody's (i.e., below investment grade) or, if
unrated, are determined by the Investment Manager to be of comparable quality.
Fixed-income securities rated below investment grade (which are commonly known
as "junk bonds") are considered to be predominantly speculative as regards the
issuer's capacity to pay interest and repay principal which may, in any case,
decline during sustained periods of deteriorating economic conditions or rising
interest rates. The Portfolio has no current intention of investing more than 5%
of its total assets in securities that are in default. See the Appendix attached
hereto for a description of the ratings of fixed-income securities and
commercial paper. For a description of the special risks associated with
investing in fixed-income securities rated below investment grade, see
"Strategic Yield Portfolio--Special Risk Considerations."

The International Fixed-Income Portfolio may also invest in the fixed-income
securities in which the Bond Portfolio may invest, including mortgage-backed
securities and asset-backed securities which are forms of derivative securities,
as described below. The International Fixed-Income Portfolio also may invest in
American Global Depositary Receipts issued in relation to a pool of fixed-income
securities in which the Portfolio could invest directly.


<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 13

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the International Fixed-Income Portfolio may assume a
temporary defensive position and invest without limit in high quality short-term
debt securities or hold its assets in cash. See "Additional Permitted Investment
Activities and Risk Factors--Short-Term Money Market Instruments."

BOND PORTFOLIO

The investment objective of the Bond Portfolio is to build and preserve capital
through investing in a range of bonds and fixed-income securities. It is
expected that the Portfolio will invest in the following sectors of the bond and
fixed-income market: (i) U.S. Government Securities and repurchase agreements
pertaining to U.S. Government Securities, and (ii) other fixed-income
securities, including mortgage-backed securities, asset-backed securities,
municipal securities and corporate fixed-income securities, including preferred
stock of corporate issuers. The percentage of the Portfolio's assets invested in
a particular fixed-income sector may shift from time to time in accordance with
the judgment of the Investment Manager.

Under normal market conditions, the Portfolio will invest at least 65% of the
value of its total assets in bonds or other debt instruments with maturities of
greater than one year. The Portfolio believes that its investment objective and
policies may best be implemented by investing the major portion of the
Portfolio's assets in bonds and fixed-income securities rated at least BBB by
S&P or Baa by Moody's. The Portfolio may also invest up to 10% of the value of
its total assets in bonds and fixed-income securities rated BB or lower by S&P
and Ba or lower by Moody's or non-rated bonds and fixed-income securities.
Securities in the lower rating categories (commonly known as "junk bonds") are
subject to greater risk of loss of principal and interest than higher-rated
securities and are considered to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal, which may in any case
decline during sustained periods of deteriorating economic conditions. For a
description of the risks associated with investing in securities in the lower
rating categories, see "Strategic Yield Portfolio--Special Risk Considerations."
The Portfolio may invest in fixed-income securities that have not received a
rating but are determined by the Investment Manager to be of comparable quality
to the other securities in which the Bond Portfolio may invest.

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Bond Portfolio may assume a temporary defensive position
and invest without limit in short-term money market instruments or hold its
assets in cash. See "Additional Permitted Investment Activities and Risk
Factors--Short-Term Money Market Instruments."

It is anticipated that under normal market conditions, the average duration of
the Bond Portfolio's securities will vary from between two to seven years.
However, there may be times when, in the Investment Manager's judgment, the
average duration of the Portfolio may extend beyond this range, because of
extreme economic conditions or extreme undervaluation or overvaluation in the
fixed-income markets. See "International Fixed-Income Portfolio" above for a
discussion of duration.

The Investment Manager analyzes sectors of the fixed-income market based on
yield spread premiums relative to the U.S. Treasury obligations market. Using a
variety of valuation techniques, the Investment Manager establishes a yield
spread it believes represents the fair value compensation or yield spread
premium required to justify the risk of investing in a given sector. Sectors of
the fixed-income market which offer compensation in excess of the fair value
yield spread will be emphasized by the Portfolio.

The Investment Manager selects individual securities based on maturity, duration
and sector characteristics, including yield spread premium relative to risk
characteristics. In determining the risk characteristics of a particular
security, the Investment Manager analyzes credit quality, event risk, call
features and diversification as well as the terms of the bond indenture pursuant
to which the security is issued.

Once securities are purchased, performance will be evaluated by the Investment
Manager on an on-going basis and a security may be sold if: (i) its yield spread
premium as compared to U.S. Treasury obligation yields declines to a level the
Investment Manager believes no longer reflects value; (ii) the investment
expectations underlying that security are no longer valid; or (iii) the
Investment Manager believes another security offers better value.

The Investment Manager's research capability is an important aspect of its
program for managing the Bond Portfolio's securities. In addition to the
qualitative analysis of sectors and securities, the Investment Manager applies


<PAGE>
PAGE 14 THE LAZARD FUNDS, INC.

quantitative valuation models to search for value across the entire fixed-income
market for securities that meet the Portfolio's investment criteria. Special
attention is paid to the valuation of call features and other options.

The Bond Portfolio may utilize options and futures contracts for speculative
purposes consistent with its investment objective or to reduce market risk.
Options and futures are forms of derivative securities. See "Additional
Permitted Investment Activities and Risk Factors--Futures Contracts and Options
on Futures Contracts."

U.S. GOVERNMENT SECURITIES. U.S. Government Securities include: (i) the
following U.S. Treasury obligations: U.S. Treasury bills (initial maturities of
one year or less), U.S. Treasury notes (initial maturities of one to 10 years),
and U.S. Treasury bonds (generally initial maturities of greater than 10 years),
all of which are backed by the full faith and credit of the United States; and
(ii) obligations issued or guaranteed by U.S. Government agencies or
instrumentalities, including government guaranteed mortgage-related securities,
some of which are backed by the full faith and credit of the U.S. Treasury,
e.g., direct pass-through certificates of the Government National Mortgage
Association; some of which are supported by the right of the issuer to borrow
from the U.S. Government, e.g., obligations of Federal Home Loan Banks; and some
of which are backed only by the credit of the issuer itself, e.g., obligations
of the Student Loan Marketing Association. Although U.S. Government Securities
are backed by the full faith and credit of the U.S. Government or guaranteed by
the issuing agency or instrumentality and, therefore, there is generally
considered to be no risk as to the issuer's capacity to pay interest and repay
principal, due to fluctuations in interest rates there is no guarantee as to the
market value of U.S. Government Securities. See "Additional Permitted Investment
Activities" in, and Appendix A to, the Statement of Additional Information for a
further description of obligations issued or guaranteed by U.S.
Government agencies or instrumentalities.

CORPORATE FIXED-INCOME SECURITIES. The Bond Portfolio may invest in corporate
fixed-income securities, including preferred stocks of corporate issuers.

MUNICIPAL SECURITIES. In circumstances where the Investment Manager determines
that investment in municipal obligations would facilitate the Bond Portfolio's
ability to accomplish its investment objective, it may invest its assets in such
obligations, including municipal bonds issued at a discount. Dividends on shares
attributable to interest on municipal securities held by the Portfolio will not
be exempt from Federal income taxes. Municipal securities are susceptible to
risks arising from the financial condition of the states, public bodies or
municipalities issuing the securities. To the extent that state or local
governmental entities are unable to meet their financial obligations, the income
derived by the Portfolio from municipal securities could be impaired.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The Bond Portfolio may invest
without limitation in mortgage- backed and asset-backed securities.
Mortgage-backed and asset-backed securities arise through the grouping by
governmental, government-related and private organizations of loans, receivables
and other assets originated by various lenders. Interests in pools of these
assets differ from other forms of debt securities, which normally provide for
periodic payment of interest in fixed amounts with principal paid at maturity or
specified call dates. Instead, these securities provide periodic payments which
generally consist of both interest and principal payments. The estimated life of
a mortgage-backed or asset-backed security and the average maturity of a
portfolio including such securities varies with the prepayment experience with
respect to the underlying debt instruments. Mortgage-backed and asset-backed
securities are each a form of derivative security.

MORTGAGE-BACKED SECURITIES--GENERAL. Mortgage-backed securities are securities
that directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans secured by real property. There are currently three
basic types of mortgage-backed securities: (i) those issued or guaranteed by the
U.S. Government or one of its agencies or instrumentalities, such as the
Government National Mortgage Association ("Ginnie Mae" or "GNMA"), the Federal
National Mortgage Association ("Fannie Mae" or "FNMA") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac" or "FHLMC"); (ii) those issued by private
issuers that represent an interest in or are collateralized by mortgage-backed
securities issued or guaranteed by the U.S. Government or one of its
instrumentalities; and (iii) those issued by private issuers that represent an
interest in or are collateralized by whole mortgage loans or mortgage-backed
securities without a government guarantee by usually having some form of private

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 15

credit enhancement. An issuer of mortgage-backed securities meeting certai
conditions may elect to be treated as a Real Estate Mortgage Investment Conduit
(a "REMIC") under the Internal Revenue Code of 1986, as amended (the "Code").
See "Taxation."

Ginnie Maes are pass-through interests in pools of mortgage loans insured by the
Federal Housing Administration or by the Farmer's Home Administration or
guaranteed by the Veterans Administration. GNMA is a U.S. Government corporation
within the Department of Housing and Urban Development. Ginnie Maes are backed
by the full faith and credit of the United States, which means that the U.S.
Government guarantees that interest and principal will be paid when due. Fannie
Mae is a U.S. Government-sponsored corporation owned entirely by private
stockholders. Pass-through securities issued by Fannie Mae are guaranteed as to
timely payment of principal and interest by Fannie Mae. FHLMC issues
mortgage-related securities representing interests in residential mortgage loans
pooled by it. FHLMC is a corporate instrumentality of the U.S. Government. FHLMC
guarantees the timely payment of interest and ultimate collection of principal.
Fannie Maes and Freddie Macs are not backed by the full faith and credit of the
United States.

COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH SECURITIES.
Collateralized mortgage obligations or "CMOs" are debt obligations
collateralized by mortgage loans or mortgage pass-through securities. Typically,
CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie Mac Certificates,
but also may be collateralized by whole loans or private mortgage pass-through
securities (such collateral will be collectively referred to herein as "Mortgage
Assets"). Multiclass pass-through securities are equity interests in a trust
composed of Mortgage Assets. Unless the context indicates otherwise, all
references herein to CMOs include multiclass pass-through securities. Payments
of principal of and interest on the Mortgage Assets, and any reinvestment income
thereon, provide the funds to pay debt service on the CMOs or make scheduled
distributions on the multiclass pass- through securities. CMOs may be issued by
agencies or instrumentalities of the U.S. Government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing.

In a CMO, a series of bonds or certificates is issued in multiple classes. Each
class of CMOs, often referred to as a "tranche," is issued at a specific fixed
or floating coupon rate and has a stated maturity or final distribution date.
Principal prepayments on the Mortgage Assets may cause the CMOs to be retired
substantially earlier than their stated maturities or final distribution dates.
Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly
or semiannual basis. The principal of and interest on the Mortgage Assets may be
allocated among the several classes of a series of a CMO in a number of
different ways. In a common structure, the purpose of the allocation of the cash
flow of a CMO to the various classes is to obtain a more predictable cash flow
to the separate tranches than exists with the underlying collateral of the CMO.
Generally, the more predictable the cash flow is on a CMO tranche, the lower the
anticipated yield will be on that tranche at the time of issuance relative to
prevailing market yields on mortgage-backed securities.

The Bond Portfolio may also invest in, among others, parallel pay CMOs and
Planned Amortization Class CMOs ("PAC" Bonds). Parallel pay CMOs are structured
to provide payments of principal on each payment date to more than one class.
These simultaneous payments are taken into account in calculating the stated
maturity date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds generally require payments of a
specified amount of principal on each payment date. PAC Bonds are parallel pay
CMOs with the required principal on such securities having the highest priority
after interest has been paid to all classes.

STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
("SMBS") are derivative multiclass mortgage securities. SMBS may be issued by
agencies or instrumentalities of the U.S. Government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks, and special purpose
subsidiaries of the foregoing.

SMBS are usually structured with two classes that receive different proportions
of the interest and principal distributions on a pool of Mortgage Assets. A
common type of SMBS will have one class (the principal-only or "PO" class)
receiving some

<PAGE>

PAGE 16 THE LAZARD FUNDS, INC.

of the interest and most of the principal from the Mortgage Assets, while the
other class (the interest-only or "IO" class) will receive most of the interest
and the remainder of the principal. In the most extreme case, the IO class will
receive all of the interest, while the PO class will receive all of the
principal. The yield to maturity on an IO class is extremely sensitive to the
rate of principal payments (including prepayments) on the related underlying
Mortgage Assets, and a rapid rate of principal payments in excess of that
considered in pricing the securities will have a material adverse effect on an
IO security's yield to maturity. If the underlying Mortgage Assets experience
greater than anticipated prepayments of principal, the Portfolio may fail to
fully recoup its initial investment in IO securities. Due to their structure and
underlying cash flows, SMBS may be more volatile than mortgage-backed securities
that are not stripped. The staff of the Securities and Exchange Commission (the
"Commission") currently considers certain SMBS to be illiquid securities. See
"Additional Permitted Investment Activities and Risk Factors--Illiquid
Securities" and "Investment Restrictions" below.

CMO RESIDUALS. CMO Residuals are derivative mortgage securities issued by
agencies or instrumentalities of the U.S. Government or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing.

The cash flow generated by the Mortgage Assets underlying series of CMOs is
applied first to make required payments of principal of and interest on the CMOs
and second to pay the related administrative expenses of the issuer. The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments. Each payment of such excess
cash flow to a holder of the related CMO Residual represents dividend or
interest income and/or a return of capital. The amount of residual cash flow
resulting from a CMO will depend on, among other things, the characteristics of
the Mortgage Assets, the coupon rate of each class of CMOs, prevailing interest
rates, the amount of administrative expenses and the prepayment experience on
the Mortgage Assets. In particular, the yield to maturity on CMO Residuals is
extremely sensitive to prepayments on the related underlying Mortgage Assets in
the same manner as an IO class of SMBS. See "Stripped Mortgage-Backed
Securities," above. In addition, if a series of a CMO includes a class that
bears interest at an adjustable rate, the yield to maturity on the related CMO
residual will also be extremely sensitive to the level of the index upon which
interest rate adjustments are based. As described above with respect to SMBS, in
certain circumstances, the Portfolio may fail to fully recoup its initial
investment in a CMO Residual.

CMO Residuals are generally purchased and sold by institutional investors
through several investment banking firms acting as brokers or dealers. CMO
Residuals may not have the liquidity of other more established securities
trading in other markets. Transactions in CMO Residuals are generally completed
only after careful review of the characteristics of the securities in question.
In addition, CMO Residuals may or, pursuant to an exemption therefrom, may not
have been registered under the Securities Act of 1933 (the "Securities Act").
CMO Residuals, whether or not registered under the Securities Act, may be
subject to certain restrictions on transferability. Ownership of certain CMO
Residuals imposes liability for certain of the expenses of the related CMO
issuer on the purchaser. The Investment Manager will not purchase any CMO
Residual that imposes such liability on the Portfolio.

PRIVATE MORTGAGE PASS-THROUGH SECURITIES. Private mortgage pass-through
securities ("Private Pass-Throughs") are structured similarly to the Ginnie Mae,
Fannie Mae and Freddie Mac mortgage pass-through securities described above and
are issued by originators of and investors in mortgage loans, including savings
and loan associations, mortgage banks, commercial banks, investment banks and
special purpose subsidiaries of the foregoing. Private Pass-Throughs are usually
backed by a pool of conventional fixed rate or adjustable rate mortgage loans.
The estimated life of Private Pass-Throughs varies with the rate of prepayment
on the underlying mortgage loans. See "Special Risk Considerations" below. Since
Private Pass-Throughs typically are not guaranteed by an entity having the
credit status of Ginnie Mae, Fannie Mae or Freddie Mac, such securities
generally are structured with one or more types of credit enhancement. See
"Types of Credit Support" below.

TYPES OF CREDIT SUPPORT. Mortgage-backed securities are often backed by a pool
of assets representing the obligations of a number of different parties. To
lessen the effect of failures by obligors on underlying assets to make payments,
such securities may contain elements of credit support. Such credit support
falls into two categories--(i) liquidity protection and (ii) protection against
losses resulting from ultimate default by an
<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 17

obligor on the underlying assets. Liquidity protection refers to the provision
of advances, generally by the entity administering the pool of assets, to ensure
that the receipt of payments on the underlying pool occurs in a timely fashion.
Protection against losses resulting from ultimate default ensures ultimate
payment of the obligations on at least a portion of the assets in the pool. Such
protection may be provided through guarantees, insurance policies or letters of
credit obtained by the issuer or sponsor from third parties, through various
means of structuring the transaction or through a combination of such
approaches. The Portfolio will not pay any additional fees for such credit
support, although the existence of credit support may increase the price of a
security.

Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "over-collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceeds that required to make payment of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information regarding
the level of credit risk associated with the underlying assets. Delinquency or
loss in excess of that anticipated could adversely affect the return on an
investment in such a security.

ASSET-BACKED SECURITIES. The Bond Portfolio also may invest in asset-backed
securities including interests in pools of receivables, such as motor vehicle
installment purchase obligations and credit card receivables. These securities
may be in the form of pass-through instruments or asset-backed bonds. The
securities, all of which are issued by non-governmental entities and carry no
direct or indirect government guarantee, are structurally similar to the
collateralized mortgage obligations and mortgage pass-through securities
described above. As with mortgage-backed securities, asset-backed securities are
often backed by a pool of assets representing the obligations of a number of
different parties and use similar credit enhancement techniques.

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the benefit
of the same security interest in the related collateral. Credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, many of which give such
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the balance due. Most organizations that issue asset-backed securities
relating to motor vehicle installment purchase obligations perfect their
interests in their respective obligations only by filing a financing statement
and by having the servicer of the obligations, which is usually the originator,
take custody thereof. In such circumstances, if the servicer were to sell the
same obligations to another party, in violation of its duty not to so do, there
is a risk that such party could acquire an interest in the obligations superior
to that of the holders of the securities. Also, although most such obligations
grant a security interest in the motor vehicle being financed, in most states
the security interest in a motor vehicle must be noted on the certificate of
title to perfect such security interest against competing claims of other
parties. Due to the large number of vehicles involved, however, the certificate
of title to each vehicle financed, pursuant to the obligations underlying the
securities, usually is not amended to reflect the assignment of the seller's
security interest for the benefit of the holders of the securities. Therefore,
there is the possibility that recoveries on repossessed collateral may not, in
some cases, be available to support payments on those securities. In addition,
various state and federal laws give the motor vehicle owner the right to assert
against the holder of the owner's obligation certain defenses such owner would
have against the seller of the motor vehicle. The assertion of such defenses
could reduce payments on the related securities.

SPECIAL RISK CONSIDERATIONS. The yield characteristics of mortgage-backed and
asset-backed securities differ from traditional debt securities. Among the major
differences are that interest and principal payments are made more frequently,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans or other assets generally may be prepaid at any time.
As a result, if the Bond Portfolio purchases such a security at a premium, a
prepayment rate that is faster than expected will reduce yield to maturity,
while


<PAGE>
PAGE 18 THE LAZARD FUNDS, INC.

a prepayment rate that is slower than expected will have the opposite
effect of increasing yield to maturity. Conversely, if the Portfolio purchases
these securities at a discount, faster than expected prepayments will increase,
while slower than expected prepayments will reduce, yield to maturity.


Prepayments on a pool of mortgage loans are influenced by a variety of economic,
geographic, social and other factors, including changes in mortgagors' housing
needs, job transfers, unemployment, mortgagors' net equity in the mortgage
properties and servicing decisions. An acceleration in prepayments in response
to sharply falling interest rates will shorten the security's average maturity
and limit the potential appreciation in the security's value relative to a
conventional debt security. As a result, mortgage-backed securities are not as
effective in locking in high long-term yields. Conversely, in periods of sharply
rising rates, prepayments generally slow, increasing the security's average life
and its potential for price depreciation. Amounts available for reinvestment by
the Portfolio are therefore likely to be greater during a period of declining
interest rates and, as a result, likely to be reinvested at lower interest rates
than during a period of rising interest rates. Slower prepayments effectively 
may change a mortgage-backed security that was considered short- or 
intermediate-term at the time of purchase into a long-term security. The values
of long-term securities generally fluctuate more widely in response to changes 
in interest rates than short- or intermediate-term securities. Were the 
prepayments on the Portfolio's mortgage-backed securities to decrease 
broadly, the Portfolio's effective duration, and thus sensitivity to interest
rate fluctuations, would increase. Generally, asset-backed securities are less
likely to experience substantial prepayments than are mortgage-backed 
securities, primarily because the collateral supporting asset-backed securities
is of shorter maturity than mortgage loans; however, certain of the factors that
affect the rate of prepayments on mortgage-backed securities (e.g., fluctuations
in interest rates and unemployment), affect asset-backed securities, but to a
lesser degree.


The Bond Portfolio's return will also be affected by the yields on instruments
in which the Portfolio is able to reinvest the proceeds of payments and
prepayments. Accelerated prepayments on securities purchased by the Portfolio at
a premium also impose a risk of loss of principal because the premium may not
have been fully amortized at the time the principal is repaid in full.

New types of mortgage-backed securities and asset-backed securities are
developed and marketed from time to time. Consistent with its investment
limitations, the Bond Portfolio expects to invest in those new types of
instruments that the Investment Manager believes may assist the Portfolio in
achieving its investment objective and to supplement this prospectus to
appropriately describe such instruments.

YANKEE SECURITIES. The Bond Portfolio may invest without limitation in so-called
"Yankee Securities" which are securities issued by non-U.S. issuers which are
denominated in U.S. dollars and which trade and are capable of settlement in
U.S. markets. Issuers of Yankee Securities may be corporate or government
entities.

Non-rated securities may be considered for investment by the Portfolio when the
Investment Manager believes that the financial condition of the issuers of the
securities, or the protection afforded by the terms of the securities
themselves, limits the risk to the Portfolio to a degree comparable to that of
rated securities which are consistent with the Portfolio's objective and
policies.


STRATEGIC YIELD PORTFOLIO

The investment objective of the Strategic Yield Portfolio is to seek to obtain a
total return on its assets by placing approximately equal emphasis on capital
appreciation and current income through investing principally in high-yielding
fixed-income securities. Capital appreciation may result, for example, from an
improvement in the credit standing of an issuer whose securities are held by the
Portfolio or from a general decline in interest rates or both. Conversely,
capital depreciation may result, for example, from a lowered credit standing or
a general rise in interest rates, or a combination of both.

The Strategic Yield Portfolio will seek to achieve its objective through
investing, under normal market conditions, at least 65% of the value of its
total assets in fixed-income securities, such as bonds, debentures, notes,
convertible debt obligations, convertible preferred stocks and the types of
mortgage-backed and asset-backed securities in which the Bond Portfolio may
invest. The issuers of these obligations include governments, their political
subdivisions, agencies or municipalities, and corporations. At least 95% of
these obligations when purchased by the Portfolio will have a rating of at least
CCC by S&P or Caa by Moody's (commonly known as "junk bonds") or, if not rated,
will be of comparable quality as determined by the Investment Manager. The
Strategic Yield Portfolio may invest up to 50% of its total assets in non-U.S.
dollar denominated fixed-income securities of the types described above of
foreign issuers. The Strategic Yield Portfolio may invest without limitation in
U.S. dollar denominated fixed-income securities of foreign issuers. See
"Additional Permitted Investment Activities and Risk Factors--Investment in
Foreign Securities."

During the year ended December 31, 1995 the percentages of the Portfolio's
assets invested in securities (other than U.S.

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 19

Treasury obligations or obligations of foreign governments or U.S. or foreign
government agencies) rated in particular rating categories by Moody's were, on a
weighted average basis, as follows:



                                         Percentage of
            Moody's Ratings            Total Investments
            ---------------            ----------------
                  Agency                    20.2%
                  Aaa                       19.9%
                  Aa1                        0.4%
                  Aa2                        3.2%
                  A1                         2.4%
                  A3                         1.8%
                  A                          2.3%
                  Baa1                       2.5%
                  Baa2                       2.1%
                  Baa3                       4.0%
                  Ba2                        2.0%
                  Ba3                        5.0%
                  B1                         8.9%
                  B3                         6.5%
                  B                          1.7%
                  Caa                        0.5%
                  No Rating*                16.9%

*The Investment Manager estimates these securities to have an average rating of
A.

The Strategic Yield Portfolio invests in lower-rated fixed-income securities
that are commonly referred to as "high-yield securities" or "junk bonds." The
Investment Manager believes these securities offer the potential for attractive
returns because the yields they afford are generally higher than those of
investment grade fixed-income securities. The Investment Manager expects most of
the Portfolio's investment securities will pay cash income. In a limited number
of cases, however, "zero coupon" or "payment-in-kind" high-yield securities may
be purchased when, in the opinion of the Investment Manager, they offer
exceptional value relative to their risk. See, "Zero Coupon, `Pay-in-Kind' and
`Stripped' U.S. Treasury Securities," below. The Strategic Yield Portfolio also
may invest in American or Global Depositary Receipts issued in relation to a
pool of fixed-income securities in which the Portfolio could invest directly.

The Investment Manager will attempt to minimize the risk inherent in the
high-yield market through investing in a broad range of high-yielding
fixed-income securities. In structuring its portfolio of investment securities,
the Investment Manager will take into consideration several factors including
the issuer, industry, credit rating, currency, country and, in certain cases,
the terms of a security's indenture. Security selection techniques used by the
Investment Manager will focus on individual issues with appropriate maturity,
duration, currency and sector characteristics. Individual securities will be
selected by the Investment Manager based on their yield relative to their risk
characteristics. In determining the risk characteristics of a particular
security, the Investment Manager will analyze the creditworthiness of the issuer
as well as the terms of the indenture pursuant to which the security is issued.

Performance of the Portfolio's investments will be continually evaluated by the
Investment Manager and a security may be sold if: (i) its yield spread premium
as compared to U.S. Treasury obligation yields declines to a level the
Investment Manager believes no longer reflects value; (ii) the investment
expectations underlying that security are no longer valid; or (iii) the
Investment Manager believes another security offers better value.

The Strategic Yield Portfolio may invest up to 5% of the value of its total
assets, represented by the premium paid, in the purchase of call and put options
on the types of securities in which the Portfolio may invest. The Portfolio may
write covered call and put options contracts to the extent that the value of the
call or put options, represented by the premium paid, does not exceed 10% of the
value of the covered assets. The Strategic Yield Portfolio may purchase and sell
call and put options on equity securities and stock indices, to the same extent
as it is permitted to purchase and sell call and put options on the types of
securities in which it may invest. Options are a form of derivative security.
See "Additional Permitted Investment Activities and Risk Factors--Stock or Bond
Options."

The Strategic Yield Portfolio may engage in foreign exchange transactions either
on a spot basis (for settlement in two business days) at the prevailing rate in
the interbank foreign exchange market or through entering into foreign currency
forward exchange contracts. A foreign currency forward exchange contract
involves the obligation to purchase an amount of a specific currency in return
for delivering a different amount of another currency on the specified
settlement date. These contracts are entered into in the interbank market
conducted directly between currency traders (typically commercial banks or other
financial institutions) and their customers.

When used for hedging purposes, foreign currency forward exchange contracts will
tend to minimize the Portfolio's risk of loss on its foreign securities holdings
due to a decline in the value of the underlying currency. However, at the same
time, foreign currency forward exchange contracts will tend to limit any

<PAGE>
PAGE 20 THE LAZARD FUNDS, INC.

potential gain which might result should the value of the underlying currency
increase during the contract period. See "Additional Permitted Investment
Activities and Risk Factors--Foreign Currency Forward Exchange Contracts."

The Strategic Yield Portfolio may also purchase and sell call and put options on
foreign currencies.

ZERO COUPON, "PAY-IN-KIND" AND "STRIPPED" U.S. TREASURY SECURITIES. The
Strategic Yield Portfolio may invest in "zero coupon" securities. A zero coupon
security pays no interest to its holder during its life. An investor acquires a
zero coupon security at a price which is generally an amount based upon its
present value, and which, depending upon the time remaining until maturity, may
be significantly less than its face value (sometimes referred to as a "deep
discount" price). Upon maturity of the zero coupon security, the investor
receives the face value of the security. The Strategic Yield Portfolio may also
invest in "pay-in-kind" securities (i.e., debt obligations the interest on which
may be paid in the form of additional obligations of the same type rather than
cash) which have characteristics similar to zero coupon securities.

As noted above, zero coupon securities do not entitle the holder to any periodic
payments of interest prior to maturity. Accordingly, such securities usually
trade at a deep discount from their face or par value. Zero coupon securities
and "pay-in-kind" securities may be more speculative and subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are no periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity.

Federal tax law requires that a holder (such as the Strategic Yield Portfolio)
of a zero coupon security accrue a portion of the discount at which the security
was purchased (or, in the case of a "pay-in-kind" security, the difference
between the issue price and the sum of all the amounts payable on redemption) as
income each year even though the Strategic Yield Portfolio receives no interest
payment in cash on the security during the year. As a regulated investment
company, the Strategic Yield Portfolio must pay out substantially all of its net
investment income each year. Accordingly, in any year the Portfolio may be
required to pay out as an income distribution an amount which is greater than
the total amount of cash interest the Portfolio actually received. Such
distributions would be made from the cash assets of the Portfolio or by
liquidation of portfolio securities, if necessary. If a distribution of cash
necessitates the liquidation of portfolio securities, the Investment Manager
will select which securities to sell. The Portfolio may realize a gain or loss
from such sales. In the event the Portfolio realized net capital gains from such
transactions, its shareholders might receive a larger capital gain distribution,
and incur a potentially greater tax liability, than they would in the absence of
such transactions. 

The Strategic Yield Portfolio may invest in "stripped" U.S. Treasury securities,
which are U.S. Treasury bills issued without interest coupons, U.S. Treasury
notes and bonds which have been stripped of their unmatured interest coupons,
and receipts or certificates representing interests in such stripped debt
obligations and coupons. Currently, the only U.S. Treasury security issued
without coupons is the Treasury bill. Although the U.S. Treasury does not itself
issue Treasury notes and bonds without coupons, under the U.S. Treasury STRIPS
program, interest and principal payments on certain long-term Treasury
securities may be maintained separately in the Federal Reserve book entry system
and may be separately traded and owned. In addition, in the last few years a
number of banks and brokerage firms have stripped the principal portions from
the coupon portions of U.S. Treasury bonds and notes and sold them separately in
the form of receipts or certificates representing undivided interests in these
instruments (which instruments are generally held by a bank in a custodial or
trust account). The staff of the Commission has indicated that, in its view,
these receipts or certificates should be considered as securities issued by the
bank or brokerage firm involved and, therefore, should not be included in the
Strategic Yield Portfolio's categorization of U.S. Government Securities.

RESTRICTED SECURITIES. The Strategic Yield Portfolio may invest in restricted
securities and in other assets having no ready market if such purchases at the
time thereof would not cause more than 10% of the value of the Portfolio's net
assets to be invested in all such restricted or not readily marketable (or other
illiquid) assets. See "Additional Permitted Investment Activities and Risk
Factors--Illiquid Securities" and "Investment Restrictions" below.

SPECIAL RISK CONSIDERATIONS. Securities in the lower rating categories are
subject to greater risk of loss of principal and interest than higher-rated
securities and are considered to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal, which may in any case
decline during sustained periods of deteriorating economic conditions or rising
interest rates. There has been unprecedented growth in the size of the market


<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 21

for lower-rated securities over the past several years, although most recently
that market has declined in size. This growth occurred during a period of
general economic expansion. Lower-rated securities are generally considered to
be subject to greater market risk than higher-rated securities in times of
deteriorating economic conditions. In addition, lower-rated securities may be
more susceptible to real or perceived adverse economic and competitive industry
conditions than investment grade securities.

The market for lower-rated securities may be thinner and less active than that
for higher-quality securities, which can adversely affect the prices at which
these securities can be sold. To the extent that there is no established
secondary market for lower-rated securities, the Investment Manager may
experience difficulty in valuing such securities and, in turn, the Portfolio's
assets. In addition, adverse publicity and investor perceptions about
lower-rated securities, whether or not based on fundamental analysis, may tend
to decrease the market value and liquidity of such lower-rated securities.
Finally, it is noted that the transaction costs with respect to lower-rated
securities may be higher, and in some cases information less available, than is
the case with investment grade securities.

The use of credit ratings as a method for evaluating lower-rated securities
involves certain risks. The ratings of fixed-income securities by S&P and
Moody's are a generally accepted barometer of credit risk. They are, however,
subject to certain limitations from an investor's standpoint. The rating of an
issuer is heavily weighted by past developments and does not necessarily reflect
probable future conditions. There is frequently a lag between the time a rating
is assigned and the time it is updated. In addition, there may be varying
degrees of difference in credit risk of securities within each rating category.

Non-rated securities may be considered for investment by the Strategic Yield
Portfolio when the Investment Manager believes that the financial condition of
the issuers of the securities, or the protection afforded by the terms of the
securities themselves, limits the risk to the Portfolio to a degree comparable
to that of rated securities which are consistent with the Portfolio's objectives
and policies.

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Strategic Yield Portfolio may assume a temporary
defensive position and invest without limit in investment grade debt securities
or hold its assets in cash. See "Additional Permitted Investment Activities and
Risk Factors--Short-Term Money Market Instruments."


SMALL CAP PORTFOLIO

The investment objective of the Small Cap Portfolio is to seek capital
appreciation through investing primarily in equity securities of United States
companies with market capitalizations under $1 billion that are believed by the
Investment Manager to be inexpensively priced relative to the return on total
capital or equity. The equity securities in which the Small Cap Portfolio may
invest include, common stocks, preferred stocks, securities convertible into or
exchangeable for common stocks, rights and warrants listed on national or
regional securities exchanges or traded over-the-counter. Investments are
generally made in equity securities of companies which in the Investment
Manager's opinion have one or more of the following characteristics (the "Small
Cap Factors"): (i) are undervalued relative to their earnings power, cash flow,
and/or asset values; (ii) have an attractive price/value relationship, i.e. have
high returns on equity and/or assets with correspondingly low price-to-book
and/or price-to-asset value as compared to the market generally or the
companies' industry groups in particular, with expectations that some catalyst
will cause the perception of value to change within a 24-month time horizon;
(iii) have experienced significant relative underperformance and are out of
favor due to a set of circumstances which are unlikely to harm a company's
franchise or earnings power over the longer term; (iv) have low projected
price-to-earnings or price-to-cash-flow multiples relative to their industry
peer group and/or the market in general; (v) have the prospect, or the industry
in which the company operates has the prospect, to allow it to become a larger
factor in the business and receive a higher valuation as such; (vi) have
significant financial leverage but have high levels of free cash flow used to
reduce leverage and enhance shareholder value; and (vii) have a relatively short
corporate history with the expectation that the business may grow to generate
meaningful cash flow and earnings over a reasonable investment horizon.

Under normal market conditions, the Small Cap Portfolio will invest at least 80%
of the value of its total assets in the small capitalization equity securities
described above.

<PAGE>
PAGE 22 THE LAZARD FUNDS, INC.

The Investment Manager believes that the issuers of small capitalization stocks
often have sales and earnings growth rates which exceed those of larger
companies, and that such growth rates may in turn be reflected in more rapid
share price appreciation, however, investing in smaller capitalization stocks
can involve greater risk than is customarily associated with larger, more
established companies. For example, smaller capitalization companies often have
limited product lines, markets or financial resources. They may be dependent for
management on one or a few key persons, and can be more susceptible to losses
and risks of bankruptcy. Also, securities in the small capitalization sector may
be thinly traded (and therefore have to be sold at a discount from current
market prices or sold in small lots over an extended period of time), may be
followed by fewer investment research analysts and may be subject to wider price
swings and thus may create a greater chance of loss than investing in securities
of larger capitalization companies. 

The Investment Manager continually evaluates the securities owned by the Small
Cap Portfolio, and changes may be made whenever the Investment Manager
determines such securities no longer meet the Small Cap Portfolio's objective.
Portfolio changes also may be made to increase or decrease investments in
anticipation of changes in security prices in general or to provide funds
required for redemptions, distributions to shareholders or other corporate
purposes.

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Small Cap Portfolio may assume a temporary defensive
position and invest without limitation in large capitalization companies or
short-term money market instruments or hold its assets in cash. See "Additional
Permitted Investment Activities and Risk Factors--Short-Term Money Market
Instruments."

INTERNATIONAL SMALL CAP PORTFOLIO

The investment objective of the International Small Cap Portfolio is to seek
capital appreciation. The Portfolio will invest primarily in equity securities
of non-United States companies with market capitalizations under $1 billion that
are believed by the Investment Manager to be inexpensively priced relative to
the return on total capital or equity. The Portfolio will invest in equity
securities listed on national or regional securities exchanges or traded
over-the-counter of companies based in Continental Europe, the United Kingdom,
the Pacific Basin, Latin America, Canada and such other areas as the Investment
Manager may determine from time to time. The International Small Cap Portfolio
may also invest in American Depositary Receipts and Global Depositary Receipts
and in convertible bonds and other convertible securities. In selecting
investments for the International Small Cap Portfolio, the Investment Manager
will attempt to ascertain inexpensive markets world-wide through traditional
measures of value, including low price-to-earnings ratio, low price-to-book
ratio and/or low price-to-cash flow ratio and high yield. The Investment
Manager, following a bottom-up approach, seeks to identify securities within
such undervalued markets which in the Investment Manager's opinion have one or
more of the characteristics listed in the Small Cap Factors. Under normal market
conditions, the International Small Cap Portfolio will invest at least 80% of
the value of its total assets in the small capitalization equity securities
described above. Assets not invested in such small capitalization equity
securities would generally be invested in large capitalization equity securities
or debt securities, including cash equivalents. For a description of the risks
associated with investing in small capitalization equity securities see "Small
Cap Portfolio" above.

Under normal market conditions, the Portfolio will invest at least 65% of the
value of its total assets in the equity securities of companies in not less
than three different countries (not including the United States). The remaining
portion of the assets of the Portfolio may be invested in the same or different
countries. The percentage of the International Small Cap Portfolio's assets in a
particular geographic sector may shift from time to time in accordance with the
judgment of the Investment Manager. For a description of the risks associated
with investing in foreign securities see "Additional Permitted Investment
Activities and Risk Factors--Investment in Foreign Securities."

The International Small Cap Portfolio may enter into futures contracts, options
on futures contracts, and foreign currency forward exchange contracts in order
to protect against anticipated changes in foreign currency exchange rates.
Options and futures are forms of derivative securities. See "Additional
Permitted Investment Activities and Risk Factors--Futures Contracts and Options
on Futures Contracts, Foreign Currency Forward Exchange Contracts."

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the International Small Cap
<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 23

Portfolio may assume a temporary defensive position and invest without limit in
the equity securities of U.S. companies or short-term money market instruments
or hold its assets in cash. See "Additional Permitted Investment Activities and
Risk Factors--Short-Term Money Market Instruments."


EMERGING MARKETS PORTFOLIO

The investment objective of the Emerging Markets Portfolio is to seek long-term
capital appreciation. The Portfolio will invest primarily in securities of
issuers who are located, or doing significant business, in emerging market
countries. Emerging markets include countries where political and economic
trends have produced or are producing a more stable economic environment,
developed or developing financial markets and investment liquidity. Factors
affecting a determination of an emerging market include a legitimate program to
reduce government spending and deficits and reduce excessive regulation of
commercial activity, including reducing confiscatory tax rates, control of
inflation, lower trade barriers, stability of currency exchange rates,
increasing foreign and domestic investment, privatization of state-owned
companies and expansion of developed financial product exchanges.

Although the Emerging Markets Portfolio may invest in any issuer in an emerging
market, the Emerging Markets Portfolio is likely to focus on, but not be limited
to, Latin America, the Pacific Basin and Europe.

Under normal market conditions, the Emerging Markets Portfolio will invest at
least 65% of its total assets in securities of companies in not less than three
different countries (not including the United States). The remaining portion of
the assets of the Emerging Markets Portfolio may be invested in the same or
different countries. The percentage of the Emerging Markets Portfolio's assets
invested in particular emerging markets may shift from time to time in
accordance with the judgment of the Investment Manager. Emerging market
countries generally will include any countries (i) having an "emerging stock
market" as defined by the International Finance Corporation; (ii) with low- to
middle-income economies according to the World Bank; or (iii) listed in World
Bank publications as developing. Currently, the countries not included in these
categories are Canada, United Kingdom, France, Germany, Australia, New Zealand,
Austria, Belgium, Denmark, Finland, Ireland, Italy, Japan, Netherlands, Norway,
Spain, Sweden, Switzerland and United States. For a description of the risks
associated with investing in emerging markets see "Additional Permitted
Investment Activities and Risk Factors--Investment in Foreign Securities."

The Portfolio invests primarily in equity securities of issuers located, or
doing significant business, in emerging markets including: issuers organized
under the laws of the emerging market country or for which the principal trading
market for such securities is located in the emerging market country or issuers,
wherever organized, when at least 50% of the issuer's non-current assets,
capitalization, gross revenue or profit in any one of the two most recent fiscal
years represents (directly or indirectly through subsidiaries) assets or
activities located in the emerging market country. The Portfolio will also
invest in closed-end investment companies investing in emerging market
securities. The Emerging Markets Portfolio may also invest in American
Depositary Receipts and Global Depositary Receipts with respect to emerging
market securities.

Although the Emerging Markets Portfolio expects to invest principally in equity
securities of emerging markets issuers, there is no requirement that the
Emerging Markets Portfolio invest exclusively in equity securities. If deemed
advisable, the Emerging Markets Portfolio may invest in fixed-income securities
and short-term money market instruments. See "Additional Permitted Investment
Activities and Risk Factors -- Short-Term Money Market Instruments."

Following a bottom-up approach, the Investment Manager focuses on individual
stock selection rather than on forecasting stock market trends. In selecting a
specific stock for the Emerging Markets Portfolio, the Investment Manager relies
on its own research capability as well as information obtained from brokers
located in the emerging market country and information from affiliates of the
Investment Manager.

The Emerging Markets Portfolio may enter into futures contracts, options on
futures contracts and foreign currency forward exchange contracts to protect
against anticipated changes in foreign currency exchange rates. See "Additional
Permitted Investment Activities and Risk Factors--Futures Contracts and Options
on Futures Contracts, Foreign Currency Forward Exchange Contracts."

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Emerging Markets Portfolio

<PAGE>
PAGE 24 THE LAZARD FUNDS, INC.

may assume a temporary defensive position and invest in the equity securities of
U.S. companies or short-term money market instruments or hold its assets in
cash. See "Additional Permitted Investment Activities and Risk
Factors--Short-Term Money Market Instruments."


GLOBAL EQUITY PORTFOLIO

The investment objective of the Global Equity Portfolio is to seek capital
appreciation. The Portfolio will invest primarily in equity securities of
companies, both U.S. and non-U.S., that the Investment Manager believes are
inexpensively priced relative to the return on total capital or equity. The
Global Equity Portfolio engages in a value-oriented search for equity securities
of issuers located anywhere in the world. In selecting investments for the
Global Equity Portfolio, the Investment Manager attempts to identify
inexpensive markets worldwide, including the U.S., through traditional measures
of value, including low price to earnings ratio, high yield, unrecognized
assets, potential for management change and/or potential to improve
profitability. In addition, the Investment Manager seeks to identify companies
that it believes are financially productive and undervalued in those markets.

At least 80% of the assets of the Global Equity Portfolio are expected to be
invested in the equity securities of companies within not less than four
countries, including the United States. The percentage of the Global Equity
Portfolio's assets invested in particular geographic sectors may shift from time
to time in accordance with the judgment of the Investment Manager. With a focus
on stock picking, the country allocation decision is an outgrowth of stock
selection and is used as an overlay and risk control mechanism to enhance
diversification. Nonetheless, it is the current intention of the Investment
Manager that not less than 25% of the assets of the Portfolio be invested in
securities of U.S. issuers. For a description of the risks associated with
investing in foreign securities see "Additional Permitted Investment
Activities and Risk Factors--Investment in Foreign Securities. "

The assets of the Global Equity Portfolio are expected to be invested
principally in equity securities, including American Depository Receipts and
Global Depository Receipts and in convertible bonds and other convertible
securities. There is no requirement, however, that the Global Equity Portfolio
invest exclusively in equity securities, and, if deemed advisable, the Global
Equity Portfolio may invest up to 20% of the value of its total assets in
fixed-income securities and short-term money market instruments. See "Additional
Permitted Investment Activities and Risk Factors--Short-Term Money Market
Instruments." The Global Equity Portfolio will not invest in fixed-income
securities rated lower than investment grade.

The Global Equity Portfolio may enter into foreign currency forward exchange
contracts, options and futures contracts in order to protect against anticipated
changes in foreign currency exchange rates. Options and futures are forms of
derivative securities. See "Additional Permitted Investment Activities and Risk
Factors--Foreign Currency Forward Exchange Contracts."

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Global Equity Portfolio may assume a temporary defensive
position and invest without limit in the equity securities of U.S. companies or
short-term money market instruments or hold its assets in cash. See "Additional
Permitted Investment Activities and Risk Factors--Short-Term Money Market
Instruments."


BANTAM VALUE PORTFOLIO

The investment objective of the Bantam Value Portfolio is to seek capital
appreciation. The Portfolio will invest primarily in equity securities of
companies with market capitalizations under $500 million that are believed by
the Investment Manager to be inexpensively priced relative to the return on
total capital or equity. The equity securities in which the Bantam Value
Portfolio may invest include common stocks, preferred stocks, securities
convertible into or exchangeable for common stocks, rights and warrants and
American Depository Receipts and Global Depository Receipts. Investments are
generally made in equity securities of companies which, in the Investment
Manager's opinion, have one or more of the characteristics listed in the Small
Cap Factors, as well as a potential for increasing recognition, market
capitalization and value. See "Small Cap Portfolio" above.

Under normal market conditions, the Bantam Value Portfolio will invest at least
80% of the value of its total assets in the small capitalization equity
securities described above. Assets not invested in such small capitalization
equity securities would generally be invested in large capitalization equity
securities or debt securities, including cash equivalents. For a description of

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 25

the risks associated with investing in small capitalization equity securities,
see "Small Cap Portfolio" above.

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Bantam Value Portfolio may assume a temporary defensive
position and invest without limit in larger capitalization companies or
short-term money market instruments or hold its assets in cash. See "Additional
Permitted Investment Activities and Risk Factors--Short-Term Money Market
Instruments."


EMERGING WORLD FUNDS PORTFOLIO

The investment objective of the Emerging World Funds Portfolio is to seek
capital appreciation. The Portfolio will invest primarily in equity securities
of investment funds ("Emerging Markets Funds") that will largely invest in
equity securities of companies in one or more emerging markets countries as
defined for purposes of the Emerging Markets Portfolio.

The securities of the Emerging Market Funds in which the Portfolio will invest
generally will be listed on internationally recognized stock exchanges or trade
in international markets, and will generally be trading at a discount to net
asset value. The Portfolio may, however, invest directly in equity securities of
emerging market companies when shares of Emerging Market Funds are selling
at a premium, or when a particular emerging market country is not represented in
a suitable Emerging Market Fund. The Portfolio may also invest in warrants or
options on, and securities convertible into, equity securities of Emerging
Market Funds.

The Emerging World Funds Portfolio combines a "top-down" approach to country or
market valuation with a "bottom-up" approach to Emerging Market Fund security
selection. An emerging market for this purpose is described under "Emerging
Markets Portfolio" above. The Investment Managers will concentrate on countries
and regions that appear to be fundamentally undervalued using traditional
measures of value, which include low price to earnings ratios, high yield and
low price to cash flow and price to book value. The Investment Manager will
focus on those Emerging Market Funds that are trading at a discount to net asset
value where the discount has the prospect for being narrowed or eliminated due
to improved performance of the securities held by such fund and/or structural
changes to the Emerging Markets Fund such as conversion to an open-end fund.

The assets of the Emerging World Funds Portfolio are expected to be invested
principally in equity securities. There is no requirement, however, that the
Emerging World Funds Portfolio invest exclusively in equity securities, and, if
deemed advisable, the Emerging World Funds Portfolio may invest up to 20% of the
value of its total assets in fixed-income securities and short-term money market
instruments. See "Additional Permitted Investment Activities and Risk
Factors--Short-Term Money Market Instruments." The Emerging World Funds
Portfolio will not invest in fixed-income securities rated lower than investment
grade. At least 65% of the Portfolio's assets will be invested in Emerging
Market Funds.

The Emerging World Funds Portfolio, together with any "affiliated person" (as
defined in the Investment Company Act), may purchase only up to 3% of the total
outstanding stock of any Emerging Market Fund. Consequently, when affiliated
persons of the Portfolio hold shares of an Emerging Market Fund, the Portfolio's
ability to invest fully in shares of such Emerging Market Fund is restricted,
and the Investment Manager must then select, in some instances, alternative
investments that would not have been its first preference. Investment decisions
by the investment advisers of the Emerging Market Funds are made independently
of the Emerging World Funds Portfolio and the Investment Manager. The investment
adviser of one Emerging Market Fund may be purchasing securities of the same
issuer the securities of which are being sold by the investment adviser of
another Emerging Market Fund. The result of this would be an indirect expense to
the Portfolio without accomplishing any investment purpose. In addition,
Emerging Market Funds typically pay asset management and other fees.
Shareholders of the Emerging World Funds Portfolio may pay, in effect, two fees
with respect to the assets of the Portfolio invested in such Emerging Market
Funds.

The Emerging World Funds Portfolio may enter into foreign currency forward
exchange contracts, options and futures contracts in order to protect against
anticipated changes in foreign currency exchange rates. Options and futures are
forms of derivative securities. See "Additional Permitted Investment
Activities and Risk Factors--Foreign Currency Forward Exchange Contracts."

When, in the judgment of the Investment Manager, business or financial
conditions warrant, the Emerging World Funds Portfolio may assume a temporary
defensive position and invest

<PAGE>

PAGE 26 THE LAZARD FUNDS, INC.

without limit in the equity securities of U.S. companies or short-term money
market instruments or hold its assets in cash. See "Additional Permitted
Investment Activities and Risk Factors--Short-Term Money Market Instruments."

                                     * * * *

References to maximum or minimum investment limitations with respect to dollar
amounts or percentages of each Portfolio's assets mean that such limitations are
followed at the time of an investment purchase and that subsequent changes in
such dollar amounts or percentages resulting in such maximum or minimum
investment limitations being exceeded are not considered violations of such
limitations.

Each Portfolio may purchase obligations that are not rated if, in the opinion of
the Investment Manager, the obligations are of investment quality comparable to
other rated investments that are permitted by each such Portfolio. After
purchase by any of the Portfolios, a security may cease to be rated or its
rating may be reduced below the minimum required for purchase by such Portfolio.
Neither event will require a sale of such security by a Portfolio. To the extent
the ratings given by S&P or Moody's may change as a result of changes in such
organizations or their rating systems, each Portfolio will attempt to use
comparable ratings as standards for investments in accordance with the
investment policies contained in this Prospectus and in the Statement of
Additional Information. The ratings of S&P and Moody's are more fully described
in the Appendix attached hereto.

<PAGE>
                                

ADDITIONAL PERMITTED INVESTMENT ACTIVITIES AND RISK FACTORS


Except as otherwise noted below, the following description of additional
permitted investment activities and risk factors is applicable to all of the
Portfolios.


SHORT-TERM MONEY MARKET INSTRUMENTS

Each Portfolio may at any time invest funds awaiting investment or held as
reserves for the purposes of satisfying redemption requests, payment of
dividends or making other distributions to shareholders, in cash and short-term
money market instruments; provided, however, that, with the exception of the
Equity Portfolio, such investments will not ordinarily exceed 5% of the total
assets of any Portfolio. Short-term money market instruments in which each
Portfolio except the Equity Portfolio may invest include (i) short-term U.S.
Government Securities and, in the case of the International Equity Portfolio,
International Fixed-Income Portfolio, International Small Cap Portfolio,
Emerging Markets Portfolio, Strategic Yield Portfolio, Global Equity Portfolio
and Emerging World Funds Portfolio, short-term obligations of foreign sovereign
governments and their agencies and instrumentalities, (ii) interest bearing
savings deposits on, and certificates of deposit and bankers' acceptances of,
United States and foreign banks, (iii) commercial paper of U.S. or, in the case
of the International Equity Portfolio, International Fixed-Income Portfolio,
International Small Cap Portfolio, Emerging Markets Portfolio, Strategic Yield
Portfolio, Global Equity Portfolio and Emerging World Funds Portfolio, of
foreign issuers rated A-1 or higher by S&P or Prime-1 by Moody's, issued by
companies which have an outstanding debt issue rated AA or higher by S&P or Aa
or higher by Moody's or, if not rated, determined by the Investment Manager to
be of comparable quality to those rated obligations which may be purchased by
the Portfolio and (iv) repurchase agreements relating to the foregoing.

Short-term money market instruments in which the Equity Portfolio may invest
have remaining maturities of not more than 12 months and include bank
obligations, corporate commercial paper subject to the same quality restrictions
as that purchased by the other Portfolios, non-convertible corporate debt
securities such as notes, bonds and debentures that are rated AA or better by
S&P or Aa or better by Moody's and variable amount master demand notes. For this
purpose, bank obligations include negotiable certificates of deposit, bankers'
acceptances, fixed time deposits and other short-term bank obligations. The
Equity Portfolio limits its investments in United States bank obligations to
obligations of United States banks (including foreign branches and thrift
institutions, the obligations of which are guaranteed by the U.S. parent) that
have more than $1 billion in total assets at the time of investment and are
members of the Federal Reserve System or are examined by the Comptroller of the
Currency or whose deposits are insured by the Federal Deposit Insurance
Corporation ("United States banks"). The Equity Portfolio limits its investments
in foreign bank obligations to United States dollar denominated obligations of
foreign banks (including United States branches), which banks at the time of
investment (i) have more than $10 billion, or the equivalent in other
currencies, in total assets; (ii) are among the 100 largest banks in the world,
as determined on the basis of assets; and (iii) have branches or agencies in the
United States; and which obligations, in the opinion of the Investment Manager,
are of an investment quality comparable to obligations of United States banks
that may be purchased by the Portfolio. For a description of variable amount
master demand notes, see "Additional Permitted Investment Activities and Risk
Factors--Variable Amount Master Demand Notes" in the Statement of Additional
Information.


TEMPORARY BANK BORROWING

Each Portfolio may borrow from banks for temporary purposes, including the
meeting of redemption requests which might require the untimely disposition of
securities.

With respect to the International Equity Portfolio, International Fixed-Income
Portfolio, Bond Portfolio, Strategic Yield Portfolio, International Small Cap
Portfolio, Emerging Markets Portfolio, Small Cap Portfolio, Global Equity
Portfolio, Bantam Value Portfolio and Emerging World Funds Portfolio, temporary
or emergency borrowing in the aggregate may not exceed 15%, and borrowing for
purposes other than meeting redemptions may not exceed 5%, of the value of the
relevant Portfolio's total assets (including the amount borrowed) less
liabilities (including the amount borrowed) at the time the borrowing is made.
Securities may not be purchased by any of these Portfolios while borrowings in
excess of 5% of the value of such Portfolio's total assets are outstanding.


For temporary purposes only in order to meet redemptions, the Equity Portfolio
may borrow from banks up to 10% of the current value of its total net assets.
Such borrowings may be secured by the pledge of not more than 10% of the value

<PAGE>
PAGE 28 THE LAZARD FUNDS, INC.

of the Portfolio's total net assets and investments may not be purchased by the
Equity Portfolio while any such borrowing exists. Temporary borrowing by the
Equity Portfolio will be included in calculating the Portfolio's required 300%
coverage described in "Additional Permitted Investment Activities and Risk
Factors--Borrowing for Investment" in the Statement of Additional Information.


FLOATING AND VARIABLE RATE INSTRUMENTS

Certain of the obligations that the Portfolios may purchase have a floating or
variable rate of interest. Such obligations bear interest at rates that are not
fixed, but vary with changes in specified market rates or indices, such as the
Prime Rate, and at specified intervals. Certain of these obligations may carry a
demand feature that would permit the holder to tender them back to the issuer at
par value prior to maturity. Each Portfolio limits its purchases of floating and
variable rate obligations to those of the same quality as it otherwise is
allowed to purchase. The Investment Manager monitors on an ongoing basis the
ability of an issuer of a demand instrument to pay principal and interest on
demand. A Portfolio's right to obtain payment at par on a demand instrument can
be affected by events occurring between the date such Portfolio elects to demand
payment and the date payment is due that may affect the ability of the issuer of
the instrument to make payment when due, except when such demand instruments
permit same-day settlement. To facilitate settlement, these same-day demand
instruments may be held in book entry form at a bank other than the Fund's
custodian, subject to a subcustodian agreement approved by the Fund between that
bank and the Fund's custodian.

The floating and variable rate obligations that the Portfolios may purchase
include certificates of participation in obligations purchased from banks. A
certificate of participation gives the Portfolio an undivided interest in the
underlying obligations in the proportion that such Portfolio's interest bears to
the total principal amount of such obligations. Certain of such certificates of
participation may carry a demand feature that would permit the holder to tender
them back to the issuer prior to maturity.

To the extent that floating and variable rate instruments without demand
features are not readily marketable, they will be subject to the investment
restriction that no Portfolio may invest an amount equal to 10% or more of the
current value of its net assets in illiquid securities. See "Illiquid
Securities" and "Investment Restrictions" below.



LETTERS OF CREDIT

Municipal obligations, certificates of participation therein, commercial paper
and other short-term obligations may be backed by irrevocable letters of credit
issued by banks which assume the obligation for payment of principal and
interest in the event of default by an issuer. Only banks the securities of
which, in the opinion of the Investment Manager, are of investment quality
comparable to other permitted investments of the Portfolios may be used for
letter of credit-backed investments.



LOANS OF PORTFOLIO SECURITIES

In order to increase income, each Portfolio may lend securities from its
portfolio to brokers, dealers and financial institutions if cash or cash
equivalent collateral, including letters of credit, marked-to-market daily and
equal to at least 100% of the current market value of the securities loaned
(including accrued interest and dividends thereon) plus the interest payable to
the Portfolio with respect to the loan is maintained by the borrower with the
Portfolio in a segregated account. In determining whether to lend a security to
a particular broker, dealer or financial institution, the Investment Manager
will consider all relevant facts and circumstances, including the
creditworthiness of the broker, dealer or financial institution. No Portfolio
will enter into any portfolio security lending arrangement having a duration of
longer than one year. Any securities that a Portfolio may receive as collateral
will not become part of such Portfolio's investment portfolio at the time of the
loan and, in the event of a default by the borrower, the Portfolio will, if
permitted by law, dispose of such collateral except for such part thereof that
is a security in which such Portfolio is permitted to invest. During the time
securities are on loan, the borrower will pay the Portfolio any accrued income
on those securities, and the Portfolio may invest the cash collateral and earn

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 29


additional income or receive an agreed upon fee from a borrower that has
delivered cash equivalent collateral. No Portfolio will lend securities having a
value that exceeds 10% (331/3% in the case of the International Small Cap
Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam Value
Portfolio and Emerging World Funds Portfolio) of the current value of its total
assets. Loans of securities by a Portfolio will be subject to termination at the
Portfolio's or the borrower's option. Each Portfolio may pay reasonable
administrative and custodial fees in connection with a securities loan and may
pay a negotiated portion of the interest or fee earned with respect to the
collateral to the borrower or the placing broker. Borrowers and placing brokers
may not be affiliated, directly or indirectly, with the Fund or the Investment
Manager. The Equity Portfolio has no present intention to enter into loans of
portfolio securities.

REPURCHASE AGREEMENTS

Each Portfolio may enter into repurchase agreements in order to permit the
Portfolio to keep all of its assets at work while retaining "overnight" or
short-term flexibility in pursuit of investments of a longer-term nature. A
repurchase agreement arises when the seller of a security to the Portfolio
agrees to repurchase that security from the Portfolio at a mutually agreed upon
time and price. The period of maturity is usually quite short, often overnight
or a few days, although it may extend over a number of months. A Portfolio may
enter into repurchase agreements only with respect to obligations that could
otherwise be purchased by that Portfolio. If the seller defaults and the value
of the underlying securities has declined, the Portfolio may incur a loss. In
addition, if bankruptcy proceedings are commenced with respect to the seller of
the security, the Portfolio's disposition of the security may be delayed or
limited.

A Portfolio may not enter into a repurchase agreement if, as a result, more than
10% of the value of that  Portfolio's net assets would be invested in repurchase
agreements  with  a  maturity  of  more  than  seven  days  and  other  illiquid
securities.  See "Illiquid Securities" and "Investment  Restrictions" below. The
Portfolios will enter into repurchase  agreements only with  broker-dealers  and
commercial banks that meet guidelines established by the Board of Directors.


WHEN-ISSUED SECURITIES

Each Portfolio may purchase securities on a when-issued basis, in which case
delivery and payment normally take place within 45 days after the date of the
commitment to purchase. A Portfolio will make commitments to purchase securities
on a when-issued basis only with the intention of actually acquiring the
securities but may sell them before the settlement date if it is deemed
advisable. When-issued securities are subject to market fluctuations and no
income accrues to the purchaser prior to issuance. The purchase price and the
interest rate that will be received on debt securities are fixed at the time the
purchaser enters into the commitment. Purchasing a security on a when-issued
basis can involve a risk that the market price at the time of delivery may be
lower than the agreed upon purchase price, in which case there could be an
unrealized loss at the time of delivery.

Each Portfolio will establish a segregated account in which it will maintain
liquid assets in an amount at least equal in value to the Portfolio's
commitments to purchase when-issued securities. If the value of these assets
declines, the Portfolio will place additional liquid assets in the account on a
daily basis so that the value of the assets in the account remains equal to the
amount of such commitments.


ILLIQUID SECURITIES

Each Portfolio may invest up to 10% of the value of its net assets in illiquid
securities. For this purpose illiquid securities include, among others, (i)
securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale, (ii) with respect to the
International Fixed-Income Portfolio, Bond Portfolio and Strategic Yield
Portfolio, options purchased by each of these Portfolios over-the-counter and
the cover for options written by each of these Portfolios over-the-counter, and
(iii) repurchase agreements not terminable within seven days. Securities
eligible for resale under Rule 144A under the Securities Act that have legal or
contractual restrictions on resale but have a readily available market are not
deemed illiquid securities for this purpose. The Equity Portfolio may invest up
to 5% of the value of its assets, taken at cost, in securities which must be
registered under the Securities Act before they may be offered or sold to the
public.

The Investment Manager will monitor the liquidity of such restricted securities
with respect to each Portfolio under the supervision of the Fund's Board of
Directors. See the Statement of Additional Information for further discussion of
illiquid securities.


INVESTMENT IN UNSEASONED COMPANIES

Assets of each Portfolio may be invested in securities of companies that have
operated for less than three years, including the operations of predecessors
("Unseasoned Companies"). Each Portfolio has undertaken that it will not make
investments that will result in more than 5% (10% in the case of the Small Cap

<PAGE>
PAGE 30 THE LAZARD FUNDS, INC.

Portfolio, International Small Cap Portfolio and Emerging Markets Portfolio) of
its total assets being invested in the securities of Unseasoned Companies and
equity securities that are not readily marketable. See "Illiquid Securities"
above. Investing in securities of Unseasoned Companies may, under certain
circumstances, involve greater risk than is customarily associated with
investment in more established companies. Such securities may have limited
marketability and, therefore, may be subject to wide fluctuations in market
value. In addition, certain issuers of such securities may lack a significant
operating history and be dependent on products or services without an
established market share.

      
AMERICAN AND GLOBAL DEPOSITARY RECEIPTS 

Certain of the Portfolios may invest in the securities of foreign issuers in the
form of American Depositary Receipts ("ADRs") and Global Depositary Receipts
("GDRs"). These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. ADRs are receipts
typically issued by a United States bank or trust company which evidence
ownership of underlying securities issued by a foreign corporation. GDRs are
receipts issued outside the United States, typically by non-United States banks
and trust companies, that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for use in the
United States securities markets and GDRs in bearer form are designed for use
outside the United States.


INVESTMENT IN FOREIGN SECURITIES

The International Equity Portfolio, International Fixed-Income Portfolio,
International Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio and Emerging World Funds Portfolio may invest without limitation in
foreign securities. The Strategic Yield Portfolio may invest up to 50% of its
total assets in non-U.S. dollar denominated, and may invest without limitation
in U.S. dollar denominated, fixed-income securities of foreign issuers. The
Equity Portfolio and Bantam Value Portfolio may each invest up to 10% of its
total assets in foreign equity and debt securities provided that they are
trading in U.S. markets or are listed on a domestic securities exchange or
represented by American Depositary Receipts or Global Depositary Receipts.

Investing in securities issued by foreign governments and corporations or
entities involves considerations and possible risks not typically associated
with investing in obligations issued by the U.S. government and domestic
corporations. The values of foreign investments are affected by changes in
currency rates or exchange control regulations, application of foreign tax laws,
including withholding taxes, changes in governmental administration or economic
or monetary policy (in the United States or abroad) or changed circumstances in
dealings between nations. Costs are incurred in connection with conversions
between various currencies. In addition, foreign brokerage commissions are
generally higher than in the United States, and foreign securities markets may
be less liquid, more volatile and less subject to governmental supervision than
in the United States. Investments in foreign countries could be affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards and
potential difficulties in enforcing contractual obligations, and could be
subject to extended settlement periods.

In addition, many emerging market countries have experienced substantial, and in
some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain of these countries.
In an attempt to control inflation, wage and price controls have been imposed in
certain countries. In many cases, emerging market countries are among the
world's largest debtors to commercial banks, foreign governments, international
financial organizations and other financial institutions. In recent years, the
governments of some of these countries have encountered difficulties in
servicing their external debt obligations, which led to defaults on certain
obligations and the restructuring of certain indebtedness.


FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS

Each of the International Equity Portfolio, International Fixed-Income
Portfolio, International Small Cap Portfolio, Emerging Markets Portfolio,
Strategic Yield Portfolio, Global Equity Portfolio and Emerging World Funds
Portfolio may purchase or sell foreign currency forward exchange contracts
("forward contracts") for speculative purposes consistent with such Portfolio's
investment objective or to attempt to minimize the risk from adverse changes in

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 31

the relationship between the U.S. Dollar and foreign currencies. A forward
contract is an obligation to purchase or sell a specific currency for an agreed
price at a future date which is individually negotiated and privately traded by
currency traders and their customers. Each Portfolio may enter into a forward
contract, for example, when it enters into a contract for the purchase or sale
of a security denominated in a foreign currency in order to "lock in" the U.S.
Dollar price of the security ("transaction hedge"). Additionally, when the
Portfolio believes that a foreign currency may suffer a substantial decline
against the U.S. Dollar, it may, for example, enter into a forward sale contract
to sell an amount of that foreign currency approximating the value of some or
all of the Portfolio's investment securities denominated in such foreign
currency, or when the Portfolio believes that the U.S. Dollar may suffer a
substantial decline against a foreign currency, it may enter into a forward
purchase contract to buy that foreign currency for a fixed dollar amount
("position hedge"). In this situation the Portfolio may, in the alternative,
enter into a forward contract to sell a different foreign currency for a fixed
U.S. Dollar amount where the Portfolio believes that the U.S. Dollar value of
the currency to be sold pursuant to the forward contract will fall whenever
there is a decline in the U.S. Dollar value of the currency in which portfolio
securities of the Portfolio are denominated ("cross-hedge").

Under certain conditions, Commission guidelines require investment companies to
set aside cash, U.S. Government Securities or other liquid high quality debt
securities in a segregated custodial account to cover forward contracts. As
required by Commission guidelines, the Portfolios will segregate assets to cover
forward contracts, if any, whose purpose is essentially speculative. The
Portfolios will not segregate assets to cover forward contracts entered into for
hedging purposes.

DERIVATIVES

Certain of the Portfolios may invest in derivative securities ("Derivatives").
These are financial instruments which derive their performance, at least in
part, from the performance of an underlying asset, index or interest rate. The
Derivatives a Portfolio may use, to the extent described above, may include
options and futures, mortgage-related securities and asset-backed securities.
While Derivatives can be used effectively in furtherance of a Portfolio's
investment objective, under certain market conditions, they can increase the
volatility of the Portfolio's net asset value, can decrease the liquidity of the
Portfolio's investments and make more difficult the accurate pricing of the
Portfolio's investment securities.

Derivatives can be volatile and involve various types and security degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit a Portfolio to increase or decrease the
level of risk, or change the character of the risk, to which its investments are
exposed in much the same way as a Portfolio can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.

Derivatives may entail investment exposures that are greater than their cost
would suggest, meaning that a small investment in Derivatives could have a large
potential impact on a Portfolio's performance.

If a Portfolio invests in Derivatives at inappropriate times or judges market
conditions incorrectly, such investments may lower the Portfolio's return or
result in a loss. A Portfolio also could experience losses if it were unable to
liquidate its position because of an illiquid secondary market. The market for
many Derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
Derivatives.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The International Fixed-Income Portfolio, Bond Portfolio, International Small
Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio and Emerging
World Funds Portfolio may enter into contracts for the purchase or sale for
future delivery of fixed-income securities or contracts based on financial
indices including any index of U.S. Government Securities or corporate debt
securities ("futures contracts") and may purchase and write "covered" put and
call options to buy or sell futures contracts ("options on futures contracts").
The International Fixed-Income Portfolio, International Small Cap Portfolio,
Emerging Markets Portfolio, Global Equity Portfolio and Emerging World Funds
Portfolio may also enter into contracts for the purchase or sale for future
delivery of foreign currencies. A "sale" of a futures contract means the
acquisition of a contractual obligation to deliver the securities or foreign
currencies called for by the contract at a specified price on a specified date.

<PAGE>
PAGE 32 THE LAZARD FUNDS, INC.

A "purchase" of a futures contract means the incurring of a contractual
obligation to acquire the securities or foreign currencies, called for by the
contract at a specified price on a specified date. The purchaser of a futures
contract on an index agrees to take or make delivery of an amount of cash equal
to the difference between a specified dollar multiple of the value of the index
on the expiration date of the contract ("current contract value") and the price
at which the contract was originally struck. No physical delivery of the
fixed-income securities underlying the index is made. Options on futures
contracts to be written or purchased by the Bond Portfolio will be traded on
U.S. exchanges or over-the-counter. At the time a futures contract is purchased
or sold, the Portfolio must allocate cash or securities as a deposit payment
based on a percentage of a contract's face value. The futures contract is valued
daily thereafter and the Portfolio may be required to contribute additional cash
or securities that reflects any decline in the contract's value. These
investment techniques will be used only to hedge against anticipated future
changes in interest rates which otherwise might either adversely affect the
value of the portfolio securities of the Portfolio or adversely affect the
prices of securities or foreign currencies, which the Portfolio intends to
purchase at a later date. See "Additional Permitted Investment Activities and
Risk Factors" in the Statement of Additional Information for further discussion
of the use, risks and costs of futures contracts and options on futures
contracts.




WARRANTS

Each of the Equity Portfolio, Strategic Yield Portfolio, International Small Cap
Portfolio, Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio, Bantam Value Portfolio and Emerging World Funds Portfolio may invest
not more than 5% of its total assets at the time of purchase in warrants (other
than those that have been acquired in units or attached to other securities). In
addition, not more than 2% of the assets of any of these Portfolios may, at the
time of purchase, be invested in warrants that are not listed on an exchange.
Warrants represent rights to repurchase equity securities and debt securities at
a specific price valid for a specific period of time. The prices of warrants do
not necessarily correlate with the prices of the underlying securities. The
Equity Portfolio may only purchase warrants on securities in which it may invest
directly.


STOCK OR BOND OPTIONS

The Equity Portfolio, International Small Cap Portfolio, Emerging Markets
Portfolio, Global Equity Portfolio, Bantam Value Portfolio and Emerging World
Funds Portfolio may for hedging purposes purchase put and call options and write
covered put and call options on securities in which it may invest directly and
that, in the case of the Equity Portfolio, are traded on registered domestic
securities exchanges. The Strategic Yield Portfolio may invest up to 5% of its
total assets, represented by the premium paid, in the purchase of call and put
options on the types of securities in which the Portfolio may invest. The
Strategic Yield Portfolio may also write covered call and put options contracts
to the extent that the value of the call or put options, represented by the
premium paid, does not exceed 10% of the value of the covered assets. The
Strategic Yield Portfolio may purchase and sell call and put options on equity
securities and stock indices, to the same extent as it is permitted to purchase
and sell call and put options on the types of securities in which it may invest.
The writer of a call option, who receives a premium, has the obligation, upon
exercise of the option, to deliver the underlying security against payment of
the exercise price during the option period. The writer of a put option, who
receives a premium, has the obligation to buy the underlying security, upon
exercise, at the exercise price during the option period.

Each of the Equity Portfolio, Strategic Yield Portfolio, International Small Cap
Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam Value
Portfolio and Emerging World Funds Portfolio may write put and call options only
if they are "covered," and such options must remain "covered" as long as the
Portfolio is obligated as a writer. A call option is "covered" if the Portfolio
owns the underlying security covered by the call or has an absolute and
immediate right to acquire that security without additional cash consideration
(or for additional cash consideration if held in a segregated account by the
Fund's custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if the Portfolio holds on a
share-for-share or equal principal amount basis a call on the same security as
the call written where the exercise price of the call held is equal to or less
than the exercise price of the call written or greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash,
treasury bills or other high-grade short-term obligations in a segregated
account with the Fund's custodian. A put option is "covered" if the Portfolio

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 33

maintains cash, treasury bills or other high-grade short-term obligations with a
value equal to the exercise price in a segregated account with the Fund's
custodian, or else owns on a share-for-share or equal principal amount basis a
put on the same security as the put written where the exercise price of the put
held is equal to or greater than the exercise price of the put written.

The principal reason for writing call options is to attempt to realize, through
the receipt of premiums, a greater current return than would be realized on the
underlying securities alone. In return for the premium, the Portfolio would give
up the opportunity for profit from a price increase in the underlying security
above the exercise price so long as the option remains open, but retains the
risk of loss should the price of the security decline. Upon exercise of a call
option when the market value of the security exceeds the exercise price, the
Portfolio would incur a loss equal to the difference between the exercise price
and the market value, less the premium received for writing the option.

The principal reason for purchasing put options is to protect the value of a
security owned against an anticipated decline in market value. Exercise of a put
option will generally be profitable only if the market price of the underlying
security declines sufficiently below the exercise price to offset the premium
paid and the transaction costs. If the market price of the underlying security
increases, the Portfolio's profit upon the sale of the security will be reduced
by the premium paid for the put option less any amount for which the put is
sold.


The Equity Portfolio, International Small Cap Portfolio, Emerging Markets
Portfolio, Global Equity Portfolio, Bantam Value Portfolio and Emerging World
Funds Portfolio may purchase and sell put and call options on stock indices
traded on national, domestic or foreign, securities exchanges, although the
Equity Portfolio currently intends to limit investments in options on stock
indices to no more than 5% of its total assets. See "Additional Permitted
Investment Activities and Risk Factors--Investment in Options on Stock Indices"
in the Statement of Additional Information for a description of options on stock
indices.



OPTIONS ON FOREIGN CURRENCIES

The International Fixed-Income Portfolio, Strategic Yield Portfolio,
International Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio and Emerging World Funds Portfolio may purchase and write put and call
options on foreign currencies for the purpose of protecting against declines in
the U.S. Dollar value of foreign currency denominated portfolio securities and
against increases in the U.S. Dollar cost of such securities to be acquired. As
in the case of other kinds of options, however, the writing of an option on a
foreign currency constitutes only a partial hedge, up to the amount of the
premium received, and the Portfolios could be required to purchase or sell
foreign currencies at disadvantageous exchange rates, thereby incurring losses.
The purchase of an option on a foreign currency may constitute an effective
hedge against fluctuations in exchange rates although, in the event of rate
movements adverse to a Portfolio's position, it may forfeit the entire amount of
the premium plus related transaction costs. Options on foreign currencies to be
written or purchased by a Portfolio are traded on U.S. and foreign exchanges or
over-the-counter. There is no specific percentage limitation on either
Portfolio's investments in options on foreign currencies, although the
International Fixed-Income Portfolio will limit its investments in options
traded on the over-the-counter market to no more than 10% of the market value of
the Portfolio's net assets. See the Statement of Additional Information for
further discussion of the use, risks and costs of options on foreign currencies.



DIVERSIFICATION

The Equity Portfolio is operated as a "diversified" portfolio as that term is
defined in the Investment Company Act. As such, the Portfolio has at least 75%
of the value of its total assets invested in cash and cash items (including
receivables), U.S. Government Securities, securities of other investment
companies and "other securities." For these purposes, "other securities" are
securities limited in respect of any one issuer to an amount not greater in
value than 5% of the value of the total assets of the Portfolio and to not more
than 10% of the outstanding voting securities of such issuer.

The International Equity Portfolio, International Fixed-Income Portfolio, Bond
Portfolio, Strategic Yield Portfolio, International Small Cap Portfolio,
Emerging Markets Portfolio, Small Cap Portfolio, Global Equity Portfolio, Bantam
Value Portfolio and Emerging World Funds Portfolio are "non-diversified," which
means that none of the Portfolios is limited in the proportion of its assets
that may be invested in the securities of a single issuer. Because these
Portfolios are non-diversified and each may invest in a smaller number of
individual issuers than a diversified investment company,


<PAGE>
PAGE 34 THE LAZARD FUNDS, INC.

an investment in any of these Portfolios may, under certain circumstances,
present greater risk to an investor than an investment in a diversified company.

Each of the Portfolios intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Code, which will relieve the
Portfolio of any liability for Federal income tax to the extent its earnings are
distributed to shareholders. To so qualify, among other requirements, each
Portfolio will limit its investments so that, at the close of each quarter of
the taxable year, (i) not more than 25% of the market value of the Portfolio's
total assets will be invested in the securities of a single issuer, and (ii)
with respect to 50% of the market value of its total assets, not more than 5% of
the market value of its total assets will be invested in the securities of a
single issuer and the Portfolio will not own more than 10% of the outstanding
voting securities of a single issuer. A Portfolio's investments in U.S.
Government Securities are not subject to these limitations.




PORTFOLIO TURNOVER

Except as noted below, the Fund's policy with respect to turnover of securities
held in the Portfolios is to purchase securities for investment purposes and not
for the purpose of realizing short-term trading profits. When circumstances
warrant, however, securities may be sold without regard to the length of time
held.

Although a Portfolio cannot accurately predict its annual portfolio turnover
rate, the Investment Manager does not expect the annual portfolio turnover of
the Equity Portfolio, Small Cap Portfolio, International Equity Portfolio,
International Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio, Bantam Value Portfolio or Emerging World Funds Portfolio to exceed
100%. However the annual portfolio turnover of the Bond Portfolio and Strategic
Yield Portfolio may exceed 100%. A 100% annual portfolio turnover rate would
occur, for example, if all of the stocks in a portfolio were replaced in a
period of one year. A 100% turnover rate is greater than that of many other
investment companies, including those which emphasize capital appreciation as a
basic policy, and may result in correspondingly greater brokerage commissions
being paid by the Portfolio.

The International Fixed-Income Portfolio and Strategic Yield Portfolio will
actively use trading to benefit from yield disparities among different issues of
fixed-income securities or otherwise to achieve its investment objective and
policies. The Investment Manager anticipates that the annual turnover in the
International Fixed-Income Portfolio and Strategic Yield Portfolio may be in
excess of 200% in future years (but is not expected to exceed 300%). A 200%
turnover rate is greater than that of most other investment companies. A high
rate of portfolio turnover involves correspondingly greater transaction expenses
than a lower rate, which expenses are borne by the Portfolio and its
shareholders. High portfolio turnover also may result in the realization of
substantial net short-term capital gains. However, in order for each Portfolio
to continue to qualify as a regulated investment company for Federal tax
purposes, less than 30% of the annual gross income of each Portfolio must be
derived from the sale of securities held by the Portfolio for less than three
months. See "Taxation."


- --------------------------------------------------------------------------------

The foregoing investment objectives and related policies and activities of each
of the Portfolios, except as indicated above, are not fundamental and may be
changed by the Board of Directors of the Fund without the approval of the
shareholders.

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 35

INVESTMENT RESTRICTIONS

The following investment restrictions and, except as otherwise noted, those
specifically so described in the Statement of Additional Information, are
fundamental policies of each of the Portfolios that may be changed only when
permitted by law and approved by the holders of a majority of such Portfolio's
outstanding voting securities, as defined in the Investment Company Act and as
described under "Organization and Description of Capital Stock" in the Statement
of Additional Information. The Fund is empowered to establish, without
shareholder approval, additional portfolios which may have different fundamental
investment restrictions. 

In addition to the fundamental investment restrictions listed in the Statement
of Additional Information, no Portfolio may:

(i) issue senior securities, borrow money or pledge or mortgage its assets,
except that (A) each Portfolio may borrow from banks for temporary purposes,
including the meeting of redemption requests which might require the untimely
disposition of securities, as described above in "Additional Permitted
Investment Activities and Risk Factors--Temporary Bank Borrowing", (B) the
International Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio, Bantam Value Portfolio or Emerging World Funds Portfolio also may
borrow money to the extent permitted under the Investment Company Act and, as a
non-fundamental policy, may pledge, hypothecate, mortgage or otherwise encumber
its assets to secure permitted borrowings; provided, however, that the
International Small Cap Portfolio, the Emerging Markets Portfolio, Global Equity
Portfolio, Bantam Value Portfolio or Emerging World Funds Portfolio will not
make new investments to the extent borrowings exceed 5% of the total assets of
the Portfolio, except for borrowings that are covered within the interpretations
of Section 18(f) of the Investment Company Act and (C) the Equity Portfolio may
additionally utilize leverage as described in "Additional Permitted Investment
Activities and Risk Factors-- Borrowing for Investment" in the Statement of
Additional Information. For purposes of this investment restriction, a
Portfolio's entry into options, forward contracts, futures contracts, including
those related to indexes, shall not constitute borrowing;


(ii) make loans, except loans of portfolio securities not having a value in
excess of 10% (33-1/3% in the case of the International Small Cap Portfolio,
Emerging Markets Portfolio, Global Equity Portfolio, Bantam Value Portfolio or
Emerging World Funds Portfolio) of a Portfolio's total assets and except that
each Portfolio may purchase debt obligations in accordance with its investment
objectives and policies;


(iii) invest in illiquid securities as defined in "Additional Permitted
Investment Activities and Risk Factors--Illiquid Securities" if immediately
after such investment more than 10% of the value of the Portfolio's net assets,
or, in the case of the Equity Portfolio, more than 10% of the value of that
Portfolio's total assets, taken at market value, would be invested in such
securities (this restriction is not a fundamental policy of the Global Equity
Portfolio, Bantam Value Portfolio and Emerging World Funds Portfolio); or

(iv) purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition or reorganization; provided, however,
that, this restriction is not a fundamental policy of the International Small
Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam Value
Portfolio or Emerging World Funds Portfolio and provided, further, that (A) the
International Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio, Bantam Value Portfolio and Emerging World Funds Portfolio may
purchase securities of other investment companies to the extent permitted under
the Investment Company Act (this restriction is not a fundamental policy of
these Portfolios) and (B) the Equity Portfolio, International Equity Portfolio
and Small Cap Portfolio may purchase securities in an amount up to 5% of the
value of the Portfolio's total assets in any one closed-end fund and may
purchase in the aggregate securities of closed-end funds in an amount of up to
10% of the value of the Portfolio's total assets.
<PAGE>


MANAGEMENT


DIRECTORS

The Board of Directors, under applicable laws of the State of Maryland, in
addition to supervising the actions of the Investment Manager, as set forth
below, decides upon matters of general policy.


INVESTMENT MANAGER AND INVESTMENT MANAGEMENT AGREEMENTS

Lazard Freres Asset Management, 30 Rockefeller Plaza, New York, New York 10020,
has entered into investment management agreements with the Fund on behalf of
each of the Portfolios. The investment management agreements entered into by
Lazard Freres Asset Management will collectively be referred to herein as the
"Management Agreements" and, where appropriate, individually as the "Management
Agreement." Pursuant to the Management Agreements, Lazard Freres Asset
Management will regularly provide the Portfolios with investment research,
advice and supervision and furnish continuously an investment program for each
Portfolio consistent with its investment objectives and policies, including the
purchase, retention and disposition of securities.

The Investment Manager is also responsible for the selection of brokers and
dealers to effect securities transactions and the negotiation of brokerage
commissions, if any. Purchases and sales of securities on a securities exchange
are effected through brokers who charge a negotiated commission for their
services. Orders may be directed to any broker including, to the extent and in
the manner permitted by applicable law, Lazard Freres. The Investment Manager
has selected Lazard Freres as a broker for certain portfolio securities
transactions with respect to the Portfolios. Lazard Freres performs such
brokerage services in conformity with Rule 17e-1 under the Investment Company
Act and procedures adopted by the Fund's Board of Directors. In addition, the
Investment Manager may allocate brokerage transactions to brokers who direct to
the Investment Manager persons who purchase Fund shares.

Lazard Freres Asset Management is a division of Lazard Freres, a New York
limited liability company, which is registered as an investment adviser with the
Commission and is a member of the New York, American and Midwest Stock
Exchanges. Lazard Freres provides its clients with a wide variety of investment
banking, brokerage and related services. Lazard Freres Asset Management provides
investment management services to client discretionary accounts with assets
totalling approximately $30.7 billion as of December 31, 1995. Its clients are
both individuals and institutions, some of whose accounts have investment
policies similar to those of several of the Portfolios.

Under the terms of each Management Agreement, the Investment Manager will pay
the compensation of all personnel of the Fund except the fees of Directors of
the Fund who are not employees or affiliated persons of the Investment Manager.
The Investment Manager will make available to the Portfolios such of the
Investment Manager's members, directors, officers and employees as are
reasonably necessary for the operations of each Portfolio, or as may be duly
elected officers or directors of the Fund. Under the Management Agreements, the
Investment Manager also pays each Portfolio's office rent and provides
investment advisory research and statistical facilities and all clerical
services relating to research, statistical and investment work. The Investment
Manager, including its employees who serve the Portfolios, may render investment
advice, management and other services to others.


Each of the Portfolios pays the Investment Manager an investment management fee
at the annual rate set forth below as a percentage of the average daily value of
the net assets of the relevant Portfolio: Equity Portfolio, .75%; International
Equity Portfolio, .75%; International Fixed-Income Portfolio, .75%; Bond
Portfolio, .50%; Strategic Yield Portfolio, .75%; Small Cap Portfolio, .75%;
International Small Cap Portfolio, .75%; Emerging Markets Portfolio, 1.00%;
Global Equity Portfolio, .75%; Bantam Value Portfolio, .75%; and Emerging World
Funds Portfolio, .75%. The investment management fees are accrued daily and paid
monthly.

Each Portfolio will bear all expenses not specifically assumed by the Investment
Manager, including, among others, the fee payable to the Portfolio's Investment
Manager, the fees of the Directors who are not "affiliated persons" of the
Investment Manager, the expenses of all Directors and the fees and out-of-pocket
expenses of the Fund's custodian and the transfer and dividend disbursing agent.
For a more detailed description of the expenses to be borne by the Portfolios,
see "Management" in the Statement of Additional Information.

Each of the Management Agreements provides that the Investment Manager will
reimburse each Portfolio for the Portfolio's expenses (exclusive of interest,
taxes, brokerage, 

<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 37



distribution   expenditures  and  extraordinary  expenses,  all  to  the  extent
permitted by applicable state securities law and regulations)  which in any year
exceed the limits  prescribed by any state in which the  Portfolio's  shares are
qualified  for sale.  The Fund may not qualify the shares of each  Portfolio for
sale in every state.  The Investment  Manager has undertaken to bear,  excluding
fees  payable by the Retail Class  pursuant to the  Distribution  and  Servicing
Plan,  (i) with  respect to each of the  International  Fixed-Income  Portfolio,
Global  Equity  Portfolio,  Bantam  Value  Portfolio  and  Emerging  World Funds
Portfolio,  total operating expenses in excess of 1.05% of each such Portfolio's
average net assets,  (ii) with respect to the Bond  Portfolio,  total  operating
expenses in excess of .80% of that  Portfolio's  average  net assets,  and (iii)
with respect to the Emerging  Markets  Portfolio,  total  operating  expenses in
excess of 1.30% of that Portfolio's  average net assets,  each until the earlier
of December 31, 1996 or such time as the respective  Portfolio reaches total net
assets  of $100  million.  Pursuant  to the same  undertaking  for each of those
Portfolios  for the  fiscal  year  ended  December  31,  1995,  total  operating
expenses,  as a  percentage  of  the  Portfolio's  average  net  assets  of  the
Institutional  Class,  were as follows:  International  Fixed-Income  Portfolio,
1.05%;  Bond Portfolio,  .80%; and Emerging  Markets  Portfolio,  1.30%. For the
fiscal year ended December 31, 1995, total operating  expenses,  as a percentage
of  average  net  assets of the  Institutional  Class,  were .92% for the Equity
Portfolio; .95% for the International Equity Portfolio;  1.09% for the Strategic
Yield Portfolio;  1.13% for the  International  Small Cap Portfolio and .84% for
the Small Cap Portfolio.





ADMINISTRATOR

State Street Bank and Trust Company ("State Street"), located at 225 Franklin
Street, Boston, Massachusetts 02110, serves as each Portfolio's administrator
pursuant to an Administration Agreement with the Fund. Under the Administration
Agreement, State Street receives from each Portfolio an annual fee of $37,500
plus .02% of the value of such Portfolio's average daily net assets.



DISTRIBUTOR


Under the terms of a distribution agreement with the Fund, Lazard Freres acts as
distributor for the Portfolios and bears the cost of printing and mailing
prospectuses to potential investors.




PRINCIPAL MANAGERS

The name and title of each of the principal persons employed by or associated
with the Investment Manager who are primarily responsible for the day-to-day
management of the assets of each of the Portfolios are as follows:



EQUITY PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr. Gullquist is a
Managing Director of the Investment Manager and has been with the Investment
Manager since 1982.

MICHAEL S. ROME. (Since 1991). Mr. Rome is a Managing Director of the Investment
Manager and has been with the Investment Manager since 1991.



SMALL CAP PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr. Gullquist's
biographical information is described under "Equity Portfolio".

MICHAEL S. ROME. (Since January 1, 1995). Mr. Rome's biographical information is
described under "Equity Portfolio".

EILEEN ALEXANDERSON. (Since inception). Ms. Alexanderson is a Senior Vice
President of the Investment Manager where she has been employed since 1979.

LEONARD M. WILSON. (Since inception). Mr. Wilson has been a Senior Vice
President of the Investment Manager since 1988.

BRADLEY J. PURCELL. (Since inception). Mr. Purcell is a Vice President of the
Investment Manager and has been with the Investment Manager since 1991. 


INTERNATIONAL EQUITY PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr.
Gullquist's biographical information is described under "Equity Portfolio".

JOHN R. REINSBERG. (Since January 1992). Mr. Reinsberg is a Managing Director of
the Investment Manager and has been with the Investment Manager since 1992.
Prior thereto, he was Executive Vice President of General Electric Investment
Company.


INTERNATIONAL  FIXED-INCOME PORTFOLIO:  THOMAS F. DUNN. (Since January 1, 1995).
Mr. Dunn is a Managing Director of the Investment  Manager and has been with the
Investment

<PAGE>
PAGE 38 THE LAZARD FUNDS, INC.

Manager since January 1, 1995. Prior thereto,  he was a Senior Vice President of
Goldman Sachs Asset Management.

IRA O. HANDLER. (Since 1992). Mr. Handler is a Senior Vice President of the
Investment Manager and has been a Global & Emerging Fixed-Income Portfolio
Manager of the Investment Manager since 1992. From 1990 to 1992, he was a
foreign exchange manager with Timber Hill, Inc.


BOND PORTFOLIO: THOMAS F. DUNN. (Since January 1, 1995). Mr. Dunn's biographical
information is described under "International Fixed-Income Portfolio".


STRATEGIC YIELD PORTFOLIO: THOMAS F. DUNN. (Since January 1, 1995). Mr. Dunn's
biographical information is described under "International Fixed-Income
Portfolio".

IRA O. HANDLER. (Since 1993). Mr. Handler's biographical information is
described under "International Fixed-Income Portfolio".


INTERNATIONAL SMALL CAP PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr.
Gullquist's biographical information is described under "Equity Portfolio".

JOHN R. REINSBERG. (Since inception). Mr. Reinsberg's biographical information
is described under "International Equity Portfolio".

EMERGING MARKETS PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr.
Gullquist's biographical information is described under "Equity Portfolio".

JOHN R. REINSBERG. (Since inception). Mr. Reinsberg's biographical information
is described under "International Equity Portfolio".


GLOBAL EQUITY PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr.
Gullquist's biographical information is described under "Equity Portfolio."

JOHN R. REINSBERG. (Since inception). Mr. Reinsberg's biographical information
is described under "International Equity Portfolio".

MICHAEL S. ROME. (Since inception). Mr. Rome's biographical information is
described under "Equity Portfolio".


BANTAM VALUE PORTFOLIO: HERBERT W. GULLQUIST. (Since inception). Mr. Gullquist's
biographical information is described under "Equity Portfolio."

MICHAEL S. ROME. (Since inception). Mr. Rome's biographical information is
described under "Equity Portfolio".

EILEEN ALEXANDERSON. (Since inception). Ms. Alexanderson's biographical
information is described under "Small Cap Portfolio".

LEONARD M. WILSON. (Since inception). Mr. Wilson's biographical information is
described under "Small Cap Portfolio".

BRADLEY J. PURCELL. (Since inception). Mr. Purcell's biographical information is
described under "Small Cap Portfolio".


EMERGING WORLD FUNDS PORTFOLIO: ALEXANDER E. ZAGOREOS. (Since inception). Mr.
Zagoreos is a Managing Director of the Investment Manager and has been with the
Investment Manager since 1977.

<PAGE>
                                                  PAGE 39 THE LAZARD FUNDS, INC.

DETERMINATION OF NET ASSET VALUE



Net asset value per share of each Class for each Portfolio is determined by the
Fund's custodian, State Street Bank and Trust Company (the "Custodian"), on each
day the New York Stock Exchange is open for trading. The net asset value per
share of each Class of each Portfolio is computed by dividing the value of the
total assets of the Portfolio represented by such Class, less all liabilities,
by the total number of Portfolio shares of such Class outstanding.


The value of securities, other than options listed on national securities
exchanges and debt securities maturing in 60 days or less, is determined as of
the close of regular trading on the New York Stock Exchange. Options on stocks
and stock indices traded on national securities exchanges are valued as of the
close of options trading on such exchanges (which is currently 4:10 p.m. New
York time). Debt securities maturing in 60 days or less are valued at amortized
cost, except where to do so would not reflect accurately their fair value, in
which case such securities would be valued at their fair value as determined
under the supervision of the Board of Directors. Each security for which the
primary market is on a national securities exchange is valued at the last sale
price on the principal exchange on which it is traded, or, if no sales are
reported on such exchange on that day, at the closing bid price.


Any security held by any Portfolio for which the primary market is the National
Association of Securities Dealers Automated Quotations National Market System,
is valued at the last sale price as quoted by such system or, in the absence of
any sale on the valuation date, at the closing bid price. Any other unlisted
security for which current over-the-counter market quotations or bids are
readily available is valued at its last quoted bid price or, if available, the
mean of two such prices.

All other securities and other assets for which current market quotations are
not readily available are valued at fair value as determined in good faith by
the Fund's Board of Directors and in accordance with procedures adopted by the
Board of Directors. The portfolio securities of any of the Portfolios may also
be valued on the basis of prices provided by a pricing service when such prices
are believed by the Investment Manager to reflect the fair market value of such
securities.

The Small Cap Portfolio, International Small Cap Portfolio and Bantam Value
Portfolio invest primarily in equity securities of companies with relatively
small market capitalizations. Because of the difference between the bid and
asked prices of over-the-counter securities, there may be an immediate reduction
in the net asset value of the shares of the Small Cap Portfolio, International
Small Cap Portfolio or Bantam Value Portfolio after such Portfolio has completed
a purchase of securities that will be valued by the relevant Portfolio at their
bid price, since those securities usually will have been purchased at or near
the asked price.


<PAGE>


PURCHASE OF SHARES




The minimum initial investment is $10,000 for Retail Shares of each Portfolio,
unless you are a client of a securities dealer or other  institution which has
made an aggregate  minimum initial purchase for its clients of at least $10,000,
and  $50,000 for Institutional Shares of each  Portfolio. Investments in
Institutional Shares made by directors, members and employees of Lazard Freres
and affiliated companies and their relatives or by the trustees of benefit plans
covering those individuals are subject to a $5,000 minimum initial  investment
requirement for each Portfolio. All minimums may, however, be waived in the sole
discretion of the Fund.The minimum subsequent investment for all investors is
$1,000 for Retail Shares and $5,000 for Institutional Shares. The minimum
investment requirements may be waived or lowered for investments effected
through banks and other institutions that have entered into special arrangements
with the Fund or the Distributor and for investments effected on a group basis
by certain other entities and their employees, such as pursuant to a payroll
deduction plan. Fund shares are sold without a sales charge. Securities dealers
and other institutions effecting transactions in Fund shares for the accounts of
their clients may charge their clients direct fees in connection with such
transactions.



Shares of any Portfolio may be purchased in exchange for securities which are
permissible investments of that Portfolio, subject to the Investment Manager's
determination that the securities are acceptable. Securities accepted in
exchange will be valued at the mean between their bid and asked quotations. In
addition, securities accepted in exchange are required to be liquid securities
that are not restricted as to transfer and have a value that is readily
ascertainable (and not established only by evaluation procedures) as evidenced
by a listing on the American Stock Exchange, the New York Stock Exchange,
NASDAQ, a recognized non-U.S. exchange or non NASDAQ listing with at least two
market makers. The Fund and Lazard Freres reserve the right to reject any
purchase order. All funds will be invested in full and fractional shares.


PURCHASES THROUGH THE TRANSFER AGENT

Orders for shares of all of the Portfolios will become effective at the net
asset value per share next determined after receipt by the Transfer Agent or
other agent of a check drawn on any member of the Federal Reserve System or
after receipt by the Custodian or other agent of a bank wire or Federal Reserve
Wire. Checks must be payable in United States dollars and will be accepted
subject to collection at full face value. See "Determination of Net Asset
Value." The Transfer Agent and the Distributor may, in certain cases, agree to
next day settlement for certain purchases through the Transfer Agent.

By investing in a Portfolio, a shareholder appoints the Transfer Agent, as
agent, to establish an open account to which all shares purchased will be
credited, together with any dividends and capital gain distributions that are
paid in additional shares. See "Dividends and Distributions."


INITIAL PURCHASE BY WIRE




1. Telephone toll free from any continental state: (800) 986-3455. Give the
Portfolio(s) and Class of shares to be invested in, name(s) in which shares are
to be registered, address, social security or tax identification number (where
applicable), dividend payment election, amount to be wired, name of the wiring
bank and name and telephone number of the person to be contacted in connection
with the order. An account number will be assigned.



2. Instruct the wiring bank to transmit the specified amount in federal funds
($10,000 or more for Retail Shares or $50,000 or more for Institutional Shares),
giving the wiring bank the account name(s) and assigned account number, to the 
Custodian:


     ABA #: 011000028 State Street Bank and Trust Company
     Boston, Massachusetts
     Custody and Shareholder Services Division
     DDA 9905-2375
     Attention: (Name of Portfolio and Class of Shares)
                The Lazard Funds, Inc.
     Shareholder's Name and Account Number


3. Complete a Purchase Application. Indicate the services to be used. Mail the
Purchase Application to the Transfer Agent:



     Boston Financial Data Services Inc.
     P.O. Box 9363
     Boston, Massachusetts 02205-9363
     Attention: (Name of Portfolio and Class of Shares)
                The Lazard Funds, Inc.



<PAGE>



ADDITIONAL PURCHASES BY WIRE

Instruct the wiring bank to transmit the specified amount ($1,000 or more for
Retail Shares or $5,000 or more for Institutional Shares) in federal funds to
State Street Bank and Trust Company as instructed in Item 2 above.



INITIAL PURCHASE BY MAIL

1. Complete a Purchase Application. Indicate the services to be used.




2. Mail the Purchase Application and a check for $10,000 or more for Retail
Shares, or $50,000 or more for Institutional Shares, payable to the Portfolio
whose shares are to be purchased, to Boston Financial Data Services Inc. at the
address set forth in Item 3 above.




ADDITIONAL PURCHASES BY MAIL



1. Make a check ($1,000 or more for Retail Shares, or $5,000 or more for
Institutional Shares) payable to the Portfolio whose shares are to be purchased.
Write the shareholder's account number on the check.




2. Mail the check and the detachable stub from the Statement of Account (or a
letter providing the account number) to Boston Financial Data Services Inc. at 
the address set forth in Item 3 above.




All purchases made by check should be in U.S. dollars and made payable to The
Lazard Funds, Inc., or in the case of a retirement account, the custodian or
trustee. Third party checks will not be accepted. When purchases are made by
check or periodic account investment, redemptions will not be allowed until the
investment being redeemed has been in the account for 15 calendar days.




PURCHASES THROUGH A LAZARD FRERES BROKERAGE ACCOUNT

Shares of all of the Portfolios are sold by Lazard Freres only to customers of
Lazard Freres, without a sales charge, on a continuing basis at the net asset
value of the Portfolio next determined after receipt of a purchase order by
Lazard Freres. Payments must be made to Lazard Freres within three business days
of the order. Because Lazard Freres does not forward investors' funds until the
business day on which the order is settled, it may benefit from temporary use of
these funds. See "Management" in the Statement of Additional Information.



REDEMPTION OF SHARES

Upon receipt by the Transfer Agent, Lazard Freres or other agent of a
redemption request in proper form, shares of any Portfolio will be redeemed at
their next determined net asset value. See "Determination of Net Asset Value."
For the shareholder's convenience, the Fund has established several different
redemption procedures.



REDEMPTIONS THROUGH THE TRANSFER AGENT

SHAREHOLDERS OF A PORTFOLIO WHO DO NOT HAVE A BROKERAGE ACCOUNT WITH LAZARD
FRERES SHOULD SUBMIT THEIR REDEMPTION REQUESTS TO THE TRANSFER AGENT BY MAIL
(SEE ITEMS 1-4 BELOW). Redemption requests should be mailed to the Transfer
Agent at the address set forth in Item 5 below. Upon receipt by the Transfer
Agent of a redemption request in proper form, shares of a Portfolio will be
redeemed at their next determined net asset value. See "Determination of Net
Asset Value." Shares held in securities accounts at Lazard Freres may be
redeemed through Lazard Freres. See "Redemptions through a Lazard Freres
Brokerage Account."



1. Write a letter of instruction to the Fund. Indicate the dollar amount or
number and Class of shares to be redeemed. Refer to the shareholder's Portfolio
account number and set forth social security or taxpayer identification number
(where applicable).



2. Sign the letter in exactly the same way the account is registered. If there
is more than one owner of the shares, all must sign.

3. If shares to be redeemed have a value of $50,000 or more, the signature(s)
must be guaranteed by a domestic bank, savings and loan institution, domestic
credit union, member bank of the Federal Reserve System, broker-dealer,
registered securities association or clearing agency, or other participant in a
signature guarantee program. Signature guarantees by notaries public are not
acceptable. Further documentation, such as copies of corporate resolutions and
instruments of authority, may be requested from corporations, administrators,
executors, personal representatives, trustees or custodians to evidence the
authority of the person or entity making the redemption request.


<PAGE>
                                                  PAGE 42 THE LAZARD FUNDS, INC.


4.  Mail the letter to the Transfer Agent at the following address:




     Boston Financial Data Services Inc.
     P.O. Box 9363
     Boston, Massachusetts 02205-9363
     Attention: (Name of Portfolio and Class of Shares)
                The Lazard Funds, Inc.



Checks for redemption proceeds normally will be mailed within seven days, but
will not be mailed until all checks in payment for the purchase of the shares to
be redeemed have been collected, which may take up to 7 business days. Unless
other instructions are given in proper form, a check for the proceeds of a
redemption will be sent to the shareholder's address of record. The Custodian
may benefit from the use of redemption proceeds until the check issued to a
redeeming shareholder for such proceeds has cleared.

When proceeds of a redemption are to be paid to someone other than the
shareholder, either by wire or check, the signature(s) on the letter of
instruction must be guaranteed regardless of the amount of the redemption.




REDEMPTIONS THROUGH A LAZARD FRERES BROKERAGE ACCOUNT


Redemption requests for shares of a Portfolio submitted to and received by
Lazard Freres are effected at the net asset value of the Portfolio next
determined after redemption instructions are received from a customer by Lazard
Freres. The Fund imposes no charges when shares are redeemed. Securities dealers
and other institutions may charge their clients a nominal fee for effecting
redemptions of Fund shares.


Lazard Freres may benefit from the use of the redemption proceeds prior to the
clearance of a check issued to a redeeming shareholder for such proceeds or
prior to disbursement or reinvestment of such proceeds on behalf of the
shareholder.

- --------------------------------------------------------------------------------

Payment of redemption proceeds may be made in securities, subject to regulation
by some state securities commissions. The Fund may suspend the right of
redemption during any period when (i) trading on the New York Stock Exchange is
restricted or that Exchange is closed, other than customary weekend and holiday
closings, (ii) the Commission has by order permitted such suspension or (iii) an
emergency, as defined by rules of the Commission, exists making disposal of
portfolio securities or determination of the value of the net assets of the
Portfolios not reasonably practicable.

The proceeds of redemption may be more or less than the amount invested and,
therefore, a redemption may result in a gain or loss for federal income tax
purposes.

The Fund reserves the right to redeem upon not less than 30 days' written notice
the shares in an account that through redemption has a value of $5,000 or less.
However, any shareholder affected by the exercise of this right will be allowed
to make additional investments prior to the date fixed for redemption to avoid
liquidation of the account.

The Fund has secured a $50 million committed line of credit from State Street to
assist in meeting redemption requests when deemed necessary.


<PAGE>
                                  



DISTRIBUTION AND SERVICING PLAN (RETAIL SHARES ONLY)



Retail Shares are subject to a Distribution and Servicing Plan adopted pursuant
to Rule 12b-1 under the Investment Company Act. Under the Distribution and
Servicing Plan, the Fund pays Lazard Freres for advertising, marketing and
distributing each Portfolio's Retail Shares and for the provision of certain
services to the holders of Retail Shares a fee at an annual rate of .25 of 1% of
the value of the average daily net assets of the Portfolio's Retail Class. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the maintenance
of shareholder accounts. The fee payable for such services is intended to be a
"service fee" as defined in Article III, Section 26 of the NASD Rule of Fair
Practice. Under the Distribution and Servicing Plan, Lazard Freres may make
payments to third parties in respect of these services. From time to time,
Lazard Freres may defer or waive receipt of fees under the Distribution and
Servicing Plan while retaining the ability to be paid by the Fund under the
Distribution and Servicing Plan thereafter. The fees payable to Lazard Freres
under the Distribution and Servicing Plan for advertising, marketing and
distributing Retail Shares and for payments to third parties are payable without
regard to actual expenses incurred.





EXCHANGE PRIVILEGE




Shares of any of the Portfolios that have been held for seven days or more may
be exchanged for shares of the same Class of one of the other Portfolios in an
identically registered account. All exchanges are subject to the minimum initial
and minimum subsequent investment requirements.




A shareholder may exchange shares by writing or, if the shareholder has so
elected, by calling the Transfer Agent. To elect to initiate exchanges by
telephone the shareholder must have properly completed either a Purchase
Application authorizing such exchanges or a Telephone Exchange Authorization
Form and submitted either to the Transfer Agent in advance of the first such
exchange. The Transfer Agent's toll-free number for exchanges is (800) 986-3455.
In order to confirm that telephone instructions for exchanges are genuine, the
Fund has established reasonable procedures to be employed by the Fund and the
Transfer Agent, including the requirement that a form of personal identification
be provided. If either the Fund or the Transfer Agent fails to follow these
procedures, the Fund may be liable for any losses due to unauthorized or
fraudulent instructions. None of the Portfolios, Lazard Freres nor the Transfer
Agent will be liable, however, for any loss, liability, cost or expense for
acting upon telephone instructions for exchanges reasonably believed to be
genuine, and the investor accordingly bears the risk of unauthorized telephone
requests for exchanges in these circumstances.


Procedures applicable to redemption of a Portfolio's shares are also applicable
to exchanging shares. The exchange privilege with respect to the shares of any
of the Portfolios is available only in states in which shares of that Portfolio
may be legally sold. The Fund reserves the right to limit the number of times
shares may be exchanged between Portfolios, to reject any telephone exchange
order or otherwise to modify or discontinue exchange privileges at any time. A
capital gain or loss for tax purposes will be realized upon an exchange,
depending upon the cost or other basis of shares redeemed.

<PAGE>


DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income on shares of the International Fixed-Income
Portfolio, Bond Portfolio and Strategic Yield Portfolio will be declared daily
and paid monthly. Dividends from net investment income on shares of the Equity
Portfolio will be declared and paid quarterly. Dividends from net investment
income on shares of the International Equity Portfolio, Small Cap Portfolio,
International Small Cap Portfolio, Emerging Markets Portfolio, Global Equity
Portfolio, Bantam Value Portfolio and Emerging World Funds Portfolio will be
generally declared and paid annually but may be declared and paid twice
annually. Investment income for a Portfolio includes, among other things,
interest income, accretion of market and original issue discount and
amortization of premium and, in the case of the Equity Portfolio, International
Equity Portfolio, Small Cap Portfolio, International Small Cap Portfolio,
Emerging Markets Portfolio, Global Equity Portfolio, Bantam Value Portfolio and
Emerging World Funds Portfolio would also include dividends. Net realized
capital gains from each of the Portfolios, if any, generally will be distributed
annually but may be distributed twice annually.




Dividends paid by each Class will be calculated at the same time and in the same
manner and will be of the same amount, except that certain expenses will be
borne exclusively by one Class and not by the other, such as fees payable under
the Distribution and Servicing Plan. Retail Shares will receive lower per share
dividends than Institutional Shares because of the higher expenses borne by
Retail Shares. See "Fee Table."




Dividends and distributions will be invested in additional shares of the same
Portfolio at net asset value and credited to the shareholder's account on the
payment date or, at the shareholder's election, paid in cash. Dividend checks
and Statements of Account will be mailed approximately two business days after
the payment date. Each Portfolio forwards to the Custodian the monies for
dividends to be paid in cash on the payment date.

<PAGE>
                                   



TAXATION


U.S. FEDERAL INCOME TAXES

It is intended that each Portfolio will qualify as a regulated investment
company under Subchapter M of the Code. Each Portfolio will be treated as a
separate entity for tax purposes and thus the provisions of the Code applicable
to regulated investment companies generally will be applied to each Portfolio
separately, rather than to the Fund as a whole. In addition, net capital gains,
net investment income, and operating expenses will be determined separately for
each Portfolio. By qualifying as a regulated investment company under the Code,
a Portfolio will not be subject to federal income taxes with respect to net
investment income and net capital gains distributed to its shareholders. In
order to qualify as a regulated investment company for any taxable year, each
Portfolio must, among other things, (i) derive at least 90% of its gross income
from dividends, interest, certain payments with respect to securities loans and
gains from the sale or other disposition of stock or securities or foreign
currencies or other income (including, but not limited to, gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies and (ii) derive less than 30% of its
gross income from the sale or other disposition of stock or securities held for
less than three months.

Dividends from net investment income (including net short-term capital gains)
will be taxable to the shareholders as ordinary income, whether received in cash
or reinvested in additional shares. Distributions of net long-term capital
gains, if any, will be taxable to the shareholders as long-term capital gains,
whether received in cash or reinvested in additional shares, regardless of how
long the shareholder has held the shares.

Any dividend or distribution received by a shareholder on shares of a Portfolio
shortly after the purchase of such shares by him will have the effect of
reducing the net asset value of such shares by the amount of such dividend or
distribution. Such dividend or distribution, although in effect a return of
capital, is subject to applicable taxes to the extent that the investor is
subject to such taxes. If a shareholder holds shares less than six months and
during that period receives a distribution taxable to such shareholder as
long-term capital gain, any loss realized on the sale of such shares during such
six-month period would be a long-term loss to the extent of such gain.

Corporate shareholders of the Equity Portfolio, Small Cap Portfolio, Global
Equity Portfolio and Bantam Value Portfolio will be eligible for the
dividends-received deduction on the dividends (excluding the net capital gain

<PAGE>
                                                  PAGE 45 THE LAZARD FUNDS, INC.

dividends) paid by the Portfolio, to the extent that the Portfolio's income is
derived from certain dividends received from domestic corporations. A
corporation's dividends-received deduction will be disallowed unless the
corporation holds shares in the Portfolio at least 46 days. Furthermore, a
corporation's dividends-received deduction will be disallowed to the extent a
corporation's investment in shares of the Portfolio is financed with
indebtedness. It is anticipated that distributions from Portfolios other than
the Equity Portfolio, Small Cap Portfolio, Global Equity Portfolio and Bantam
Value Portfolio will not qualify for the dividends-received deduction. Each year
the Fund will notify shareholders of the federal income tax status of
distributions.

The International Fixed-Income Portfolio and the Bond Portfolio may invest in
REMICs. Interests in REMICs are classified as either "regular" interests or
"residual" interests. Under the Code, special rules apply with respect to the
treatment of a portion of the Portfolio's income from REMIC residual interests.
(Such portion is referred to herein as "Excess Inclusion Income.") Excess
Inclusion Income generally cannot be offset by net operating losses and, in
addition, constitutes unrelated business taxable income to entities which are
subject to the unrelated business income tax. The Code provides that a portion
of Excess Inclusion Income attributable to REMIC residual interests held by
regulated investment companies such as the Portfolios shall, pursuant to
regulations, be allocated to the shareholders of such regulated investment
company in proportion to the dividends received by such shareholders.
Accordingly, shareholders of the International Fixed-Income Portfolio and the
Bond Portfolio generally will not be able to use net operating losses to offset
such Excess Inclusion Income. In addition, if a shareholder of one of the
Portfolios is an entity subject to the unrelated business income tax (including
a qualified pension plan, an IRA, a 401(k) plan, a Keogh plan, or another
tax-exempt entity) and is allocated any amount of Excess Inclusion Income, such
a shareholder may be required to file a return and pay a tax on such Excess
Inclusion Income even though a shareholder might not have been required to pay
such tax or file such return absent the receipt of such Excess Inclusion Income.
It is anticipated that only a small portion, if any, of the assets of the
International Fixed-Income Portfolio and the Bond Portfolio will be invested in
REMIC residual interests. Accordingly, the amount of Excess Inclusion Income, if
any, received by the Portfolios and allocated to their shareholders should be

<PAGE>


quite small. Shareholders that are subject to the unrelated business income tax
should consult their own tax advisor regarding the treatment of their income
derived from the Portfolios.

Except as discussed above with respect to Excess Inclusion Income, a dividend or
capital gains distribution with respect to shares held by a tax-deferred or
qualified plan, such as an IRA, 403(b)(7) retirement plan or corporate pension
or profit sharing plan, will not be taxable to the plan. Distributions from such
plans will be taxable to individual participants under applicable tax rules
without regard to the character of the income earned by the qualified plan.

Dividends and distributions paid by a Portfolio may be subject to state and
local taxes. Prior to investing in shares of a Portfolio a prospective
shareholder should consult his tax adviser concerning the federal, state and
local tax consequences of such an investment.

The foregoing discussion relates only to U.S. federal income tax law as it
affects shareholders who are U.S. citizens or residents or U.S. corporations or
trusts. The effects of federal income tax law on shareholders who are
non-resident aliens or foreign corporations or trusts may be substantially
different. Foreign investors should consult their counsel for further
information as to the U.S. tax consequences of receipt of income from a
Portfolio.

FOREIGN INCOME TAXES

Investment income received by a Portfolio from sources within foreign countries
may be subject to foreign income taxes withheld at the source. It is anticipated
that the International Equity Portfolio, International Small Cap Portfolio,
Emerging Markets Portfolio, Global Equity Portfolio and Emerging World Funds
Portfolio will be operated so as to meet the requirements of the Code to "pass
through" to such Portfolio's shareholders credits for foreign income taxes paid,
but there can be no assurance that it will qualify. It is possible that the
credit for foreign taxes will pass through to shareholders of the International
Fixed-Income Portfolio and the Strategic Yield Portfolio.

<PAGE>

ACCOUNT SERVICES

Shareholders will be sent a Statement of Account from the Distributor, as agent
of the Fund, whenever a share transaction is effected in the accounts.
Shareholders can write or call the Fund at the address and telephone number on
the cover of this Prospectus with any questions relating to their investment
shares of any of the Portfolios.


SHAREHOLDERS SERVICES

A special service is available to banks, brokers, investment advisers, trust
companies and others who have a number of accounts in one or more of the
Portfolios. A monthly summary of accounts can be provided, showing for each
account the account number, the month-end share balance and the dividends and
distributions paid during the month.


ORGANIZATION AND DESCRIPTION OF CAPITAL STOCK




The authorized capital stock of the Fund consists of 1,550,000,000 shares of
common stock, $.001 par value. The Fund's Board of Directors has authorized the
following eleven portfolios: Equity Portfolio, International Equity Portfolio,
International Fixed-Income Portfolio, Bond Portfolio, Strategic Yield Portfolio,
Small Cap Portfolio, International Small Cap Portfolio, Emerging Markets
Portfolio, Global Equity Portfolio, Bantam Value Portfolio and Emerging World
Funds Portfolio. Shares of each Portfolio are classified into two classes of
shares--Retail Shares and Institutional Shares. The Fund's Board of Directors
may, in the future, designate and authorize the additional portfolios or
issuance of other classes of capital stock. All shares of the Fund have equal
voting rights and will be voted in the aggregate, and not by class, except where
voting by class is required by law or where the matter involved affects only one
class. A more complete statement of the voting rights of shareholders is
contained in the Statement of Additional Information. All shares of the Fund,
will be validly issued, fully paid and non-assessable. As of October 1, 1996,
the Investment Manager had the power to vote a sufficient number of the
outstanding shares of the Fund so that the Investment Manager would be deemed to
be a controlling person of the Fund.




On January 1, 1992, the Fund on behalf of the Equity Portfolio acquired the
assets and liabilities of Lazard Equity Fund, formerly a portfolio of Scudder
Fund, Inc. ("Scudder Fund") an open-end, diversified management investment
company.


<PAGE>



PAGE 46  THE LAZARD FUNDS, INC.




Lazard Freres has agreed to indemnify Scudder Fund and its directors from any
and all claims arising out of the transfer of assets to the maximum extent that
Scudder Fund would be so permitted by the Maryland General Corporation Law,
subject to the limitations of the Investment Company Act. In addition, the Fund
has agreed to indemnify, with respect to the Equity Portfolio, the Scudder Fund
and its directors and officers from claims arising out of acts or omissions
occurring prior to the transfer to the same extent that such individuals could
have been indemnified by Scudder Fund. If, however, the Fund (or the Equity
Portfolio) ceases to exist, Lazard Freres has agreed, in lieu of the Fund, to
indemnify the directors and officers of Scudder Fund as set forth in the next
preceding sentence.

Maryland law does not require annual meetings of shareholders except under
certain specified circumstances and it is anticipated that shareholder meetings
will be held only when required by federal or Maryland law. A meeting of
shareholders will be called, however, for the purpose of voting upon the
question of removal of a director of the Fund, upon the written request of
holders of not less than 10% of all votes entitled to be cast at the meeting.
The Fund will assist shareholders in communications concerning the removal of
any director of the Fund.



<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 47

CUSTODIAN; TRANSFER
AND DIVIDEND DISBURSING AGENT


State Street has been retained to act as Custodian of the Portfolios'
investments. Boston Financial Data Services Inc. serves as the Fund's Transfer
and Dividend Disbursing Agent. Neither the Custodian nor the Transfer Agent has
any part in deciding any of the Portfolio's investment policies or which
securities are to be purchased or sold for any Portfolios. Subject to the
supervision of the Fund's Board of Directors, the Custodian may enter into
subcustodial arrangements on behalf of any of the Portfolios for the holding of
foreign securities.



REPORTS TO SHAREHOLDERS

The fiscal year of the Fund ends on December 31 of each year. The Fund sends to
the shareholders of each Portfolio, at least semi-annually, reports showing the
investments in each of the Portfolios and other information (including unaudited
financial statements) pertaining to each Portfolio. An annual report, containing
financial statements audited by the Fund's independent accountants, is sent to
shareholders each year.


PERFORMANCE INFORMATION



From time to time the Portfolios may advertise their "average annual total
return" and their "actual total return." THESE FIGURES ARE BASED ON HISTORICAL
EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. These total
returns show what the investment results of each Class of the Portfolio would
have been over a specified period of time (such as one, five, or ten years, or
the period of time since commencement of operations, if shorter) assuming that
all distributions and dividends by the Portfolio were reinvested on their
reinvestment dates during the period less all recurring fees. Both types of
total return are computed in the same manner, except that the "average annual
total return" requires the additional step of determining the annual rate of
return required for the initial investment to equal the "actual total return" at
the end of the relevant period.




In addition, from time to time, the Fund may advertise "yield" and "actual
distribution rate" quotations for one or more Portfolios. A Portfolio's "yield"
for any 30-day period is computed by dividing the net investment income per
share earned during such period by the maximum public offering price per share
on the last day of the period, and then annualizing such 30-day yield in
accordance with a formula prescribed by the Commission which provides for
compounding on a semi-annual basis. A Portfolio's "actual distribution rate" is
computed in the same manner as yield except that actual income dividends
declared per share during the period in question is substituted for net
investment income per share.


Performance of each Class will be calculated separately and will take into
account any applicable distribution and service fees. As a result, at any given
time, the performance of Retail Shares should be expected to be lower than that
of Institutional Shares. See "Distribution and Servicing Plan."




<PAGE>




APPENDIX
BOND AND COMMERCIAL PAPER RATINGS



S&P BOND RATINGS

A S&P's corporate debt rating is a current assessment of the creditworthiness of
an obligor with respect to a specific obligation. Debt rated AAA has the highest
rating assigned by S&P. Capacity to pay interest and repay principal is
extremely strong. Debt rated AA has a very strong capacity to pay interest and
to repay principal and differs from the highest rated issues only in small
degree. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt of a higher rated category. Debt
rated BBB is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and to repay principal for debt in this
category than for higher rated categories.

Debt rated BB, B, CCC or CC is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions. The rating C
is reserved for income bonds on which no interest is being paid. Debt rated D is
in default and payments of interest and/or repayment of principal is in arrears.

The ratings from AA to B may be modified by the addition of a plus or minus sign
to show relative standing within the major rating categories.

MOODY'S BOND RATINGS

Excerpts from Moody's description of its corporate bond ratings are as follows:
Aaa--judged to be the best quality, carry the smallest degree of investment
risk; Aa--judged to be of high quality by all standards; A--possess many
favorable investment attributes and are to be considered as higher medium grade
obligations; Baa--considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured and have speculative characteristics as
well; Ba, B, Caa, Ca, C--protection of interest and principal payments is
questionable; Ba indicates some speculative elements while Ca represents a high
degree of speculation and C represents the lowest rated class of bonds; Caa, Ca
and C bonds may be in default. Moody's applies the numerical modifiers 1, 2, and
3 in each generic rating classification from Aa to B in its corporate bond
rating system. The modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks at the lower end of
its generic rating category.

S&P'S COMMERCIAL PAPER RATINGS

A is the highest commercial paper rating category utilized by S&P, which uses
the numbers 1+, l, 2 and 3 to denote relative strength within its A
classification. Commercial paper issues rated A by S&P have the following
characteristics: liquidity ratios are better than industry average, long-term
debt rating is A or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow are in an upward trend.
Typically, the issuer is a strong company in a well-established industry and has
superior management. Issues rated B are regarded as having only an adequate
capacity for timely payment. However, such capacity may be damaged by changing
conditions or short-term adversities. The rating C is assigned to short-term
debt obligations with a doubtful capacity for repayment. An issue rated D is
either in default or is expected to be in default upon maturity.

MOODY'S COMMERCIAL PAPER RATINGS

Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity normally will be evidenced by the following characteristics: leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well established access to
a range of financial markets and assured sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This normally will
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.


<PAGE>
                                                  THE LAZARD FUNDS, INC. PAGE 49

Issuers rated Prime-3 (or related supporting institutions) have an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.

The rating category Not Prime encompasses all other rated commercial paper
issuers.

<PAGE>



THE LAZARD FUNDS, INC.
30 Rockefeller Plaza
New York, New York 10020
Telephone (800) 228-0203


INVESTMENT MANAGER
Lazard Freres Asset Management
30 Rockefeller Plaza
New York, New York 10020


DISTRIBUTOR
Lazard Freres & Co. llc
30 Rockefeller Plaza
New York, New York 10020


CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110



TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Boston Financial Data Services Inc.
P.O. Box 9363
Boston, Massachusetts 02205-9363



INDEPENDENT PUBLIC ACCOUNTANTS
ABA Seymour Schneidman Financial Services
  Group, a division of Anchin, Block & Anchin LLP
1375 Broadway
New York, New York 10018



LEGAL COUNSEL
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004


NO SALES OR REDEMPTION CHARGES

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND INFORMATION OR
REPRESENTATIONS NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OF ANY SECURITY OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL.

<PAGE>

                             THE LAZARD FUNDS, INC.
                              30 Rockefeller Plaza
                            New York, New York 10020
                         (212) 632-6400 (New York State)
                    (800) 228-0203 (other continental states)



                       STATEMENT OF ADDITIONAL INFORMATION




     The Lazard  Funds,  Inc.  (the  "Fund") is a no-load,  open-end  management
investment  company that currently offers two classes of shares in the following
investment portfolios (collectively, the "Portfolios"):  Lazard Equity Portfolio
(the  "Equity   Portfolio");   Lazard   International   Equity   Portfolio  (the
"International Equity Portfolio");  Lazard International  Fixed-Income Portfolio
(the "International  Fixed-Income Portfolio");  Lazard Bond Portfolio (the "Bond
Portfolio"); Lazard Strategic Yield Portfolio (the "Strategic Yield Portfolio");
Lazard Small Cap Portfolio  (the "Small Cap  Portfolio");  Lazard  International
Small Cap Portfolio (the "International  Small Cap Portfolio");  Lazard Emerging
Markets  Portfolio  (the  "Emerging  Markets  Portfolio");  Lazard Global Equity
Portfolio (the "Global Equity  Portfolio");  Lazard Bantam Value  Portfolio (the
"Bantam  Value  Portfolio");  and Lazard  Emerging  World Funds  Portfolio  (the
"Emerging World Funds Portfolio"). Lazard Freres Asset Management, a division of
Lazard  Freres & Co. LLC ("Lazard  Freres"),  serves as the  investment  manager
("Investment Manager") to each of the Portfolios.

     The Fund currently  offers  Institutional  Shares and Retail Shares of each
Portfolio.  Institutional  Shares and Retail Shares are identical,  except as to
minimum  investment  requirements and the services offered to and expenses borne
by each class of shares. 


This  Statement of Additional  Information is not a prospectus and is authorized
for  distribution  only when preceded or  accompanied  by the Fund's  Prospectus
dated  November 1, 1996.  This  Statement  of  Additional  Information  contains
additional and more detailed  information  than that set forth in the Prospectus
and should be read in  conjunction  with the  Prospectus,  additional  copies of
which may be  obtained  without  charge by writing  or  calling  the Fund at the
address and telephone number given above.


                                                                November 1, 1996

                                                                      




<PAGE>


- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS                            PAGE
- --------------------------------------------------------------------------------
Additional Permitted Investment Activities and Risk Factors....................3
Investment Restrictions.......................................................15
Management....................................................................18
Determination of Net Asset Value..............................................23
Portfolio Transactions........................................................24
Redemption of Shares..........................................................26
Distribution and Servicing Plan...............................................26
Dividends and Distributions...................................................26
Taxation......................................................................27
Shareholder Services..........................................................29
Organization and Description of Capital Stock.................................29
Other.........................................................................31
Custodian.....................................................................31
Counsel and Independent Accountants...........................................31
Yield and Total Return Quotations.............................................32



Appendices

Financial Statements



                                      - 2 -

<PAGE>

           ADDITIONAL PERMITTED INVESTMENT ACTIVITIES AND RISK FACTORS

     The following  supplements,  and should be read in  conjunction  with,  the
information  regarding the investment  objectives and policies of each Portfolio
set forth in the  Prospectus.  Except as noted below,  the  investment  policies
described below are not designated  "fundamental policies" within the meaning of
the Investment  Company Act of 1940, as amended (the "Investment  Company Act"),
and may be changed by the Board of Directors of the Fund without the approval of
the shareholders of the affected Portfolio or Portfolios;  however, shareholders
will be notified prior to a material change in such policies.

U.S. GOVERNMENT SECURITIES

     Each Portfolio may invest in  obligations  issued or guaranteed by the U.S.
government,  its agencies or instrumentalities  ("U.S. Government  Securities").
For a  description  of  obligations  issued  or  guaranteed  by U.S.  Government
agencies or instrumentalities, see Appendix A hereto.

CERTIFICATES OF DEPOSIT AND BANKERS' ACCEPTANCES

     Each  Portfolio  may  invest  in   certificates  of  deposit  and  bankers'
acceptances  which are  considered  to be short-term  money market  instruments.
Certificates  of deposit are  receipts  issued by a  depository  institution  in
exchange for the deposit of funds. The issuer agrees to pay the amount deposited
plus  interest  to the  bearer  of the  receipt  on the  date  specified  on the
certificate. The certificate usually can be traded in the secondary market prior
to  maturity.  Bankers'  acceptances  typically  arise  from  short-term  credit
arrangements designed to enable businesses to obtain funds to finance commercial
transactions.  Generally,  an  acceptance  is a time draft drawn on a bank by an
exporter or an importer to obtain a stated  amount of funds to pay for  specific
merchandise.   The  draft  is  then  "accepted"  by  a  bank  that,  in  effect,
unconditionally  guarantees  to pay the  face  value  of the  instrument  on its
maturity  date.  The  acceptance  may then be held by the  accepting  bank as an
earning  asset or it may be sold in the  secondary  market at the going  rate of
discount for a specific maturity.

COMMERCIAL PAPER

     Each Portfolio may purchase commercial paper.  Commercial paper consists of
short-term unsecured promissory notes issued by corporations in order to finance
their current operations. For a description of commercial paper ratings, see the
Appendix to the Prospectus.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

     Each Portfolio may purchase securities offered on a "when-issued" basis and
may  purchase or sell  securities  on a "forward  commitment"  basis.  When such
transactions are negotiated,  the price,  which is generally  expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. Normally,  the settlement date occurs
within two months  after the  transaction,  but delayed  settlements  beyond two
months  may be  negotiated.  During  the  period  between  a  commitment  by the
Portfolio and settlement, no payment is made for the securities purchased by the
purchaser and, thus, no interest accrues to the purchaser from the transaction.

                                      - 3 -

<PAGE>

     The use of  when-issued  transactions  and  forward  commitments  enables a
Portfolio to hedge against anticipated changes in interest rates and prices. For
instance,  in  anticipation  of rising interest rates and falling market prices,
the Portfolio  might sell  securities  in its portfolio on a forward  commitment
basis to limit its exposure to falling  prices.  In periods of falling  interest
rates and rising market prices,  the Portfolio might sell a security it owns and
purchase  the  same  or a  similar  security  on a  when-issued  basis,  thereby
obtaining the benefit of currently higher cash yields.  In either  instance,  if
the Investment  Manager's  expectation  were to prove  incorrect,  the Portfolio
could in some cases be obliged to purchase or sell securities at prices inferior
to current market prices.

     When-issued  securities  and forward  commitments  may be sold prior to the
settlement  date,  but these  Portfolios  enter  into  when-issued  and  forward
commitments  only with the  intention of actually  receiving or  delivering  the
securities,  as the case may be. To  facilitate  such  transactions,  the Fund's
custodian will maintain,  in a separate account,  cash, U.S. Government or other
appropriate high-grade debt obligations held by the Portfolio having value equal
to, or greater than, any commitments to purchase  securities on a when-issued or
forward  commitment  basis and,  with  respect to  forward  commitments  to sell
portfolio securities of the Portfolio, the portfolio securities themselves.

     If a  Portfolio  chooses to  dispose of the right to acquire a  when-issued
security prior to its  acquisition or dispose of its right to deliver or receive
against  a  forward  commitment,  it can  incur a gain or loss.  At the time the
Portfolio  makes the  commitment to purchase or sell a security on a when-issued
or forward  commitment  basis, it records the transaction and reflects the value
of the  security  purchased  or, if a sale,  the  proceeds  to be  received,  in
determining its net asset value.

     Each Portfolio may purchase  securities on a "when, as and if issued" basis
under which the  issuance  of the  security  depends  upon the  occurrence  of a
subsequent event, such as approval of a merger, corporate reorganization or debt
restructuring.  The commitment for the purchase of any such security will not be
recognized in a Portfolio until the Investment  Manager determines that issuance
of the  security  is  probable.  At such time,  the  Portfolio  will  record the
transaction  and, in determining its net asset value,  will reflect the value of
the security daily. At such time, the Portfolio will also establish a segregated
account with the Fund's  custodian  bank in which it will  maintain cash or cash
equivalents  or other  high-grade  debt portfolio  securities  equal in value to
recognized  commitments  for  such  securities.  The  value  of the  Portfolio's
commitments  to purchase the  securities  of any one issuer,  together  with the
value of all securities of such issuer owned by the Portfolio, may not exceed 5%
of the value of the Portfolio's total assets at the time the initial  commitment
to purchase  such  securities is made.  Subject to the  foregoing  restrictions,
these  Portfolios  may  purchase  securities  on such basis  without  limit.  An
increase in the percentage of the Portfolio's  assets  committed to the purchase
of securities on a "when, as and if issued" basis may increase the volatility of
its net asset value. The Investment Manager and the Directors of the Fund do not
believe that the net asset value of any Portfolio will be adversely  affected by
its purchase of securities on such basis.

ILLIQUID SECURITIES




     No Portfolio will invest in illiquid  securities if immediately  after such
investment  more than 10% of the value of the  Portfolio's  net assets  would be
invested in such  securities.  The Equity  Portfolio  may invest up to 5% of the
value of its assets, taken at cost, in securities which must be registered under
the Securities Act of 1933 before they may be offered or sold to the public. For
this purpose, illiquid securities include, among others,




                                     - 4 -
<PAGE>

securities  that are  illiquid by virtue of the  absence of a readily  available
market or legal or  contractual  restrictions  on resale.  Securities  that have
legal or contractual  restrictions on resale but have a readily available market
are  not  deemed  illiquid  for  purposes  of  this  limitation.



     Historically,  illiquid  securities  have  included  securities  subject to
contractual  or  legal  restrictions  on  resale  because  they  have  not  been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
and securities which are otherwise not readily marketable. Securities which have
not  been  registered  under  the  Securities  Act are  referred  to as  private
placements  or  restricted  securities  and may be purchased  directly  from the
issuer  or in  the  secondary  market.  Mutual  funds  do not  typically  hold a
significant  amount of these restricted or other illiquid  securities because of
the potential for delays on resale and uncertainty in valuation.  Limitations on
resale may have an adverse effect on the  marketability of portfolio  securities
and a mutual  fund might be unable to dispose of  restricted  or other  illiquid
securities  promptly  or at  reasonable  prices  and  might  thereby  experience
difficulty  satisfying  redemptions  within seven days. A mutual fund might also
have to  register  such  restricted  securities  in  order  to  dispose  of them
resulting in  additional  expense and delay.  Adverse  market  conditions  could
impede such a public offering of securities.



         In recent years,  however, a large  institutional  market has developed
for  certain  securities  that  are not  registered  under  the  Securities  Act
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes.  Institutional  investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment.  The fact that
there are  contractual or legal  restrictions on resale to the general public or
to  certain  institutions  may  not be  indicative  of  the  liquidity  of  such
investments.

         The Securities and Exchange  Commission (the  "Commission") has adopted
Rule 144A which allows a broader  institutional  trading  market for  securities
otherwise  subject to  restriction  on resale to the general  public.  Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act of resales of certain securities to qualified institutional buyers.

         The  Investment  Manager  will  monitor  the  liquidity  of  restricted
securities in the Portfolios under the supervision of the Board of Directors.

BORROWING FOR INVESTMENT



         Each  of the  Equity  Portfolio,  International  Small  Cap  Portfolio,
Emerging Markets Portfolio,  Global Equity Portfolio, Bantam Value Portfolio and
Emerging  World Funds  Portfolio may from time to time increase its ownership of
securities  above the amounts  otherwise  possible by borrowing from banks on an
unsecured  basis  and  investing  the  borrowed  funds,  although  none  of  the
Portfolios  has any present  intention to do so. Any such borrowing will be made
only  from  banks,  and will  only be made to the  extent  that the value of the
Portfolio's assets,  less its liabilities other than borrowings,  is equal to at
least 300% of all borrowings  including the proposed borrowing and any emergency
borrowings as described under  "Additional  Permitted  Investment  Activities --
Temporary Bank  Borrowing" in the  Prospectus.  If the value of the  Portfolio's
assets computed as provided above should fail to meet the 300% asset coverage



                                     - 5 -
<PAGE>

described  above,  the  Portfolio,  within three days, is required to reduce its
bank debt to the extent  necessary  to meet such asset  coverage and may have to
sell a portion of its investments at a time when independent investment judgment
would not dictate such action.

     Interest on money  borrowed by any of the Equity  Portfolio,  International
Small Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam
Value  Portfolio  and  Emerging  World  Funds  Portfolio  is an  expense of that
Portfolio  which it would not  otherwise  incur so that the  Portfolio  may have
little or no net  investment  income  during  periods  when its  borrowings  are
substantial.



     Borrowing for investment purposes increases both investment opportunity and
investment risk. Since substantially all of each Portfolio's assets fluctuate in
value,  whereas the obligation  resulting from the borrowing is a fixed one, the
net asset value per share of the  Portfolio  will tend to increase more when the
portfolio  assets increase in value, and decrease more when the portfolio assets
decrease  in value than would  otherwise  be the case.  This is the  speculative
factor known as leverage.  Such borrowings will be used only for the purchase of
securities.



INVESTMENT IN WARRANTS

     The Equity  Portfolio,  Strategic  Yield  Portfolio,  Small Cap  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio,  Bantam Value Portfolio and Emerging World Funds Portfolio may invest
in  warrants.  None of these  Portfolios  may  invest  more than 5% of its total
assets at the time of  purchase  in  warrants  (other  than those that have been
acquired in units or attached to other securities).  In addition,  not more than
2% of the assets of any of these  Portfolios  may, at the time of  purchase,  be
invested  in warrants  that are not listed on an  exchange.  Warrants  represent
rights to purchase  equity  securities at a specific  price valid for a specific
period of time.  The prices of warrants do not  necessarily  correlate  with the
prices of the  underlying  securities.  The Equity  Portfolio  may only purchase
warrants on securities in which it may invest directly.

INVESTMENT IN OPTIONS



     The Equity Portfolio,  International Small Cap Portfolio,  Emerging Markets
Portfolio,  Global Equity  Portfolio,  Bantam Value Portfolio and Emerging World
Funds Portfolio may purchase for hedging purposes put and call options and write
"covered"  put and call  options  on  stocks  and  bonds in which it may  invest
directly and that are traded on registered domestic securities  exchanges and/or
recognized international stock exchanges, in the case of the International Small
Cap Portfolio,  the Emerging Markets  Portfolio,  Global Equity  Portfolio,  and
Emerging World Funds  Portfolio.  The Strategic Yield Portfolio may invest up to
5% of its total assets in the purchase of the time value of call and put options
on the types of securities in which the Portfolio may invest.  The time value of
an option is the option  premium less the  intrinsic  value of the option at the
time of purchase.  The Strategic Yield Portfolio may also write covered call and
put  options  contracts  to the  extent  that the time  value of the call or put
options does not exceed 10% of the value of the covered assets.  The writer of a
call option,  who receives a premium,  has the obligation,  upon exercise of the
option, to deliver



                                     - 6 -
<PAGE>

the underlying  security against payment of the exercise price during the option
period. The writer of a put option,  who receives a premium,  has the obligation
to buy the underlying security,  upon exercise, at the exercise price during the
option period.


     The Equity Portfolio,  Strategic Yield Portfolio,  International  Small Cap
Portfolio,  Emerging Markets  Portfolio,  Global Equity Portfolio,  Bantam Value
Portfolio and Emerging World Funds Portfolio may write put and call options only
if they are  covered,  and  such  options  must  remain  covered  so long as the
Portfolio is obligated as a writer.  A call option is "covered" if the Portfolio
owns  the  underlying  security  covered  by the  call  or has an  absolute  and
immediate right to acquire that security without  additional cash  consideration
(or for additional cash consideration held in a segregated account by the Fund's
custodian)  upon  conversion  or  exchange  of  other  securities  held  in  its
portfolio.  A  call  option  is  also  covered  if  the  Portfolio  holds  on  a
share-for-share  basis a call on the same security as the call written where the
exercise  price of the call held is equal to or less that the exercise  price of
the call written or greater  than the exercise  price of the call written if the
difference is maintained by the Portfolio in cash,  Treasury bills or other high
grade short-term  obligations in a segregated account with the Fund's custodian.
A put option is "covered" if the Portfolio  maintains  cash,  Treasury  bills or
other high grade short-term obligations with a value equal to the exercise price
in  a  segregated  account  with  the  Fund's  custodian,  or  else  owns  on  a
share-for-share  basis a put on the same  security as the put written  where the
exercise  price of the put held is equal to or greater  than the exercise of the
put written.


     The  principal  reason for writing  call  options is to attempt to realize,
through the receipt of premiums, a greater current return than would be realized
on the underlying  securities  alone.  In return for the premium,  the Portfolio
would give up the opportunity for profit from a price increase in the underlying
security  above the  exercise  price so long as the  option  remains  open,  but
retains the risk of loss should the price of the security decline. Upon exercise
of a call  option when the market  value of the  security  exceeds the  exercise
price,  the  Portfolio  would incur a loss equal to the  difference  between the
exercise price and the market value,  less the premium  received for writing the
option.

     The principal  reason for purchasing put options is to protect the value of
a security owned against an anticipated  decline in market value.  Exercise of a
put  option  will  generally  be  profitable  only if the  market  price  of the
underlying security declines sufficiently below the exercise price to offset the
premium paid and the  transaction  costs.  If the market price of the underlying
security increases, the Portfolio's profit upon the sale of the security will be
reduced by the premium paid for the put option less any amount for which the put
is sold.

     Writing of options  involves the risk that there will be no market in which
to effect a closing  transaction.  An  exchange-traded  option may be closed out
only on an exchange that  provides a secondary  market for an option of the same
series.  Over-the-counter  options are not generally terminable at the option of
the writer and may be closed out only by negotiation  with the holder.  There is
currently no secondary  market for  over-the-counter  options.  There is also no
assurance that a liquid secondary market on an exchange will exist.

                                     - 7 -
<PAGE>

INVESTMENT IN OPTIONS ON STOCK INDICES

     The Equity Portfolio,  International Small Cap Portfolio,  Emerging Markets
Portfolio,  Global Equity  Portfolio,  Bantam Value Portfolio and Emerging World
Funds Portfolio may purchase and sell for hedging  purposes put and call options
on stock indices traded on national  domestic or foreign  securities  exchanges.
The  Strategic  Yield  Portfolio  may  purchase and sell put and call options on
equity  securities and stock  indices,  to the same extent as it is permitted to
purchase  and sell put and call options on the types of  securities  in which it
may invest.  The Equity  Portfolio  intends to limit  investments  in options on
stock indices to no more than 5% of the  Portfolio's  total  assets.  Options on
stock indices are similar to options on stock except that, rather than the right
to take or make  delivery  of stock at a specified  price,  an option on a stock
index gives the holder the right to  receive,  upon  exercise of the option,  an
amount of cash if the closing  level of the stock index upon which the option is
based is greater  than,  in the case of a call,  or less than,  in the case of a
put,  the  exercise  price of the  option.  This amount of cash is equal to such
difference  between the closing price of the index and the exercise price of the
option expressed in dollars times a specified multiple (the  "multiplier").  The
writer of the option is obligated,  in return for the premium received,  to make
delivery of this amount.  Unlike stock options,  all settlements are in cash and
gain or loss depends on price  movements in the stock market  generally (or in a
particular  industry or segment of the market)  rather than price  movements  in
individual stocks.

     The Equity Portfolio,  International Small Cap Portfolio,  Emerging Markets
Portfolio,  Strategic Yield  Portfolio,  Global Equity  Portfolio,  Bantam Value
Portfolio and Emerging  World Funds  Portfolio will write put options on indices
only if they are covered by segregating  with the Fund's  custodian an amount of
cash,  Treasury bills or other high grade  short-term  obligations  equal to the
aggregate exercise price of the puts.

     Except as  described  below,  each of the Equity  Portfolio,  International
Small Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam
Value  Portfolio and Emerging  World Funds  Portfolio will write call options on
indices only if on such date the Portfolio  holds a portfolio of stocks at least
equal to the  value of the  index  times  the  multiplier  times  the  number of
contracts.  When one of the  Portfolios  writes a call option on a broadly based
stock  market  index,  it will  segregate  or put into  escrow  with the  Fund's
custodian,  or pledge to a broker as  collateral  for the  option,  at least ten
"qualified  securities" with a market value at the time the option is written of
not less than 100% of the current  index value  times the  multiplier  times the
number  of  contracts.  If one of the  Portfolios  has  written  an option on an
industry or market segment  index,  it will so segregate,  escrow,  or pledge at
least five  "qualified  securities,"  all of which are stocks of issuers in such
industry  or  market  segment,  with a market  value at the time the  option  is
written of not less than 100% of the current  index  value times the  multiplier
times the number of contracts.  Such stocks will include stocks which  represent
at least 50% of the  weighting of the industry or market  segment index and will
represent at least 50% of the  Portfolio's  holdings in that  industry or market
segment.  No individual  security will  represent more than 15% of the amount so
segregated, escrowed or pledged, in the case of broadly based stock market index
options,  or 25% of such amount, in the case of industry or market segment index
options.  If at the  close  of  business  on any day the  market  value  of such
qualified securities so segregated,  escrowed or pledged falls below 100% of the
current  index value times the  multiplier  times the number of  contracts,  the
Portfolio will so segregate,  escrow or pledge an amount in cash, Treasury bills
or other high grade short-term obligations equal in value to the difference.  In
addition,  when  one of the  Portfolios  writes  a call  on an  index  which  is
in-the-money at the time the call is written,  the Portfolio will segregate with
the Fund's custodian or pledge to the broker as collateral cash,  Treasury bills
or other high grade short-term obligations equal in value to the

                                     - 8 -
<PAGE>

amount by which the call is in-the-money  times the multiplier  times the number
of contracts.  Any amount segregated  pursuant to the foregoing  sentence may be
applied to the  Portfolio's  obligation to segregate  additional  amounts in the
event that the market value of the qualified  securities falls below 100% of the
current  index  value  times the  multiplier  times the number of  contracts.  A
"qualified  security"  is an  equity  security  which is  listed  on a  national
domestic or foreign securities exchange or quoted on the National Association of
Securities  Dealers Automated  Quotations System against which the Portfolio has
not written a stock call option;  however,  if the Portfolio  owns a call on the
same index as the call  written  where the  exercise  price of the call owned is
equal to or less than the exercise  price of the call  written,  or greater than
the call  written if the  difference  is  maintained  by the  Portfolio in cash,
Treasury  bills or other  high  grade  short-term  obligations  in a  segregated
account with the Fund's  custodian,  it will not be subject to the  requirements
described in this paragraph.

FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS



     The International Equity Portfolio,  International  Fixed-Income Portfolio,
International Small Cap Portfolio,  Emerging Markets Portfolio,  Strategic Yield
Portfolio,  Global  Equity  Portfolio  and Emerging  World Funds  Portfolio may
purchase or sell foreign currency forward exchange contracts. While the purchase
of these contracts is not presently  regulated by the Commodity  Futures Trading
Commission (the "CFTC") except for certain  requirements as to the qualification
of the investor,  the CFTC may in the future  assert  authority to regulate more
broadly the trading of foreign currency pursuant to forward  contracts.  In such
event,  a  Portfolio's  ability to utilize  forward  contracts in the manner set
forth  in the  Prospectus  may  be  restricted.  Forward  contracts  reduce  the
potential  gain from a  positive  change in the  relationship  between  the U.S.
dollar and foreign  currencies.  Unanticipated  changes in  currency  prices may
result in poorer  overall  performance  for the  Portfolio if it had not entered
into such contracts. The use of foreign currency forward exchange contracts will
not eliminate fluctuations in the underlying U.S. dollar equivalent value of the
prices of or rates of return on the  Portfolio's  foreign  currency  denominated
portfolio securities,  and the use of such techniques will subject the Portfolio
to certain risks.



     The matching of the increase in value of a forward contract and the decline
in the U.S. dollar  equivalent value of the foreign currency  denominated  asset
that is the subject of the hedge generally will not be precise.  In addition,  a
Portfolio may not always be able to enter into foreign currency forward exchange
contracts at attractive prices and this will limit a Portfolio's  ability to use
these  contracts  to hedge or  cross-hedge  its assets.  Also,  with regard to a
Portfolio's  use of  cross-hedges,  there can be no  assurance  that  historical
correlations  between the movement of certain foreign currencies relative to the
U.S. dollar will continue.  Thus, at any time poor correlation may exist between
movements  in the  exchange  rates  of the  foreign  currencies  underlying  the
Portfolio's  cross-hedges and the movements in the exchange rates of the foreign
currencies  in  which  the  Portfolio's  assets  that  are the  subject  of such
cross-hedges are denominated.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

     The International  Fixed-Income  Portfolio,  Bond Portfolio,  International
Small Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam
Value  Portfolio and Emerging World Funds Portfolio may enter into contracts for
the purchase or sale for future delivery of fixed-income securities or contracts
based on financial indices including any index of U.S. Government  Securities or
corporate debt securities and may purchase and write put and call options to buy

                                     - 9 -
<PAGE>

or sell futures  contracts.  The successful use of futures contracts and options
on futures  contracts  draws upon the  Investment  Manager's  special skills and
experience  with  respect  to  such  instruments  and  usually  depends  on  the
Investment  Manager's  ability to forecast  interest rate and currency  exchange
rate  movements  correctly.  Should  interest  or  exchange  rates  move  in  an
unexpected  manner,  the Portfolio may not achieve the  anticipated  benefits of
futures contracts or options on futures contracts or may realize losses and thus
will be in a worse  position  than if such  strategies  had not  been  used.  In
addition, the correlation between movements in the price of futures contracts or
options on futures and movements in the price of the  securities  and currencies
hedged or used for cover will not be  perfect  and could  produce  unanticipated
losses.



     The Board of Directors has adopted the requirement  that futures  contracts
and  options  on  futures  contracts  be  used  by  the  Bond  Portfolio  or the
International  Fixed-Income Portfolio solely as a hedge and not for speculation.
In addition to this  requirement,  the Board of  Directors  has also adopted two
percentage  restrictions on the use of futures contracts.  The first restriction
is that the Bond Portfolio and the International Fixed-Income Portfolio will not
enter into any futures  contracts or options on futures contracts if immediately
thereafter  the amount of margin  deposits on all the futures  contracts  of the
Portfolio and premiums paid on options on futures  contracts  would exceed 5% of
the market value of the total assets of the Portfolio. The second restriction is
that the aggregate market value of the outstanding  futures contracts  purchased
by either the Bond Portfolio or International  Fixed-Income Portfolio not exceed
50% of the  market  value of the total  assets of  Portfolio.  Neither  of these
restrictions   will  be  changed  by  the  Fund's  Board  of  Directors  without
considering  the  policies and  concerns of the various  applicable  federal and
state regulatory  agencies.  Similar  restrictions have not been adopted for the
International Small Cap Portfolio and Emerging Markets Portfolio.



     For additional information on the use, risks and costs of futures contracts
and options on futures contracts, see Appendix B hereto.

OPTIONS ON FOREIGN CURRENCIES

     The  International  Fixed-Income  Portfolio,   Strategic  Yield  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio and Emerging  World Funds  Portfolio may purchase and write options on
foreign currencies for hedging purposes.  For additional information on the use,
risks and costs of options on foreign currencies, see Appendix B hereto.

                                     - 10 -
<PAGE>

SPECIAL RISKS OF INVESTMENT IN HIGH-YIELD SECURITIES



     As discussed in the  Prospectus,  the  Strategic  Yield  Portfolio  invests
principally   in   high-yield   fixed-income   securities.   The   International
Fixed-Income  Portfolio may invest up to 15% of its total assets in fixed-income
securities  that are rated below BBB by Standard & Poor's  Ratings Group ("S&P")
and Baa by Moody's Investors Service, Inc. ("Moody's"). Bonds rated below BBB by
S&P and Baa by Moody's  are  generally  regarded as  speculative  and range from
having  speculative  characteristics  to lacking  characteristics of a desirable
investment and are commonly called "junk bonds." As a result, investment in such
bonds will generally entail greater speculative risks than those associated with
investment in high-grade bonds (i.e., bonds rated AAA, AA or A by S&P or Aaa, Aa
or A by Moody's).



     The ratings of  fixed-income  securities by S&P and Moody's are a generally
accepted  barometer  of credit  risk.  They are,  however,  subject  to  certain
limitations  from  an  investor's  standpoint.   Such  limitations  include  the
following:  the rating of an issuer is heavily weighted by past developments and
does not necessarily  reflect probable future conditions;  there is frequently a
lag between the time a rating is assigned and the time it is updated;  and there
may be varying degrees of difference in credit risk of securities in each rating
category.

     While ratings  provide a generally  useful guide to credit  risks,  they do
not, nor do they purport to, offer any  criteria for  evaluating  interest  rate
risk.  Changes in the general level of interest rates cause  fluctuations in the
prices of fixed-income  securities already outstanding and will therefore result
in  fluctuations in the net asset value of a Portfolio's  shares.  The extent of
the  fluctuation is determined by a complex  interaction of a number of factors.
The  Investment  Manager will evaluate  those factors it considers  relevant and
will make  portfolio  changes when it deems it  appropriate in seeking to reduce
the risk of depreciation in the value of the relevant Portfolio.

MORTGAGE-BACKED SECURITIES

     GOVERNMENT GUARANTEED MORTGAGE PASS-THROUGH  SECURITIES.  The International
Fixed-Income Portfolio,  Bond Portfolio and Strategic Yield Portfolio may invest
in mortgage  pass-through  securities  representing  participation  interests in
pools of residential  mortgage loans originated by United States governmental or
private lenders and guaranteed,  to the extent provided in such  securities,  by
the  U.S.  Government  or  one  of  its  agencies  or  instrumentalities.   Such
securities,  which are ownership  interests in the  underlying  mortgage  loans,
differ from conventional debt securities,  which provide for periodic payment of
interest in fixed  amounts  (usually  semiannually)  and  principal  payments at
maturity or on specified call dates.  Mortgage  pass-through  securities provide
for monthly  payments  that are a  "pass-through"  of the monthly  interest  and
principal payments (including any prepayments) made by the individual  borrowers
on the pooled  mortgage  loans,  net of any fees paid to the  guarantor  of such
securities and the servicer of the underlying mortgage loans.

     The guaranteed mortgage pass-through securities in which the Portfolios may
invest  include those issued or guaranteed by the Government  National  Mortgage
Association  ("Ginnie Mae" or "GNMA"), the Federal National Mortgage Association
("Fannie  Mae" or  "FNMA")  and  the  Federal  Home  Loan  Mortgage  Corporation
("Freddie Mac" or "FHLMC").

     GINNIE  MAE   CERTIFICATES.   Ginnie  Mae  is  a   wholly-owned   corporate
instrumentality  of the United States within the Department of Housing and Urban
Development.  The National  Housing Act of 1934, as amended (the "Housing Act"),
authorizes  Ginnie Mae to guarantee  the timely  payment of the principal of and
interest  on  certificates  that are based on and  backed by a pool of  mortgage
loans  insured by the Federal  Housing  Administration  under the Housing Act or
Title V of the Housing Act of 1949 ("FHA Loans"), or guaranteed by the Veterans'
Administration under the Servicemen's  Readjustment Act of 1944, as amended ("VA
Loans"),  or by pools of other eligible mortgage loans. The Housing Act provides

                                     - 11 -
<PAGE>

that the full faith and credit of the U.S.  Government is pledged to the payment
of all amounts that may be required to be paid under any guarantee.  In order to
meet its obligations  under such  guarantee,  Ginnie Mae is authorized to borrow
from the U.S. Treasury with no limitations as to amount.

         The Ginnie Mae  Certificates  will represent a pro rata interest in one
or more pools of the  following  types of mortgage  loans:  (i) fixed rate level
payment mortgage loans; (ii) fixed rate graduated payment mortgage loans;  (iii)
fixed rate growing equity mortgage loans; (iv) fixed rate mortgage loans secured
by manufactured  (mobile) homes;  (v) mortgage loans on multifamily  residential
properties  under  construction;  (vi) mortgage  loans on completed  multifamily
projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to
reduce the borrower's  monthly  payments  during the early years of the mortgage
loans  ("buydown"  mortgage  loans),  (viii)  mortgage  loans that  provide  for
adjustments in payments based on periodic  changes in interest rates or in other
payment terms of the mortgage loans; and (ix) mortgage-backed  serial notes. All
of these mortgage  loans will be FHA Loans or VA Loans and,  except as otherwise
specified above, will be fully-amortizing loans secured by first liens on one-to
four-family housing units.

     FANNIE MAE CERTIFICATES.  Fannie Mae is a federally chartered and privately
owned  corporation  organized and existing under the Federal  National  Mortgage
Association Charter Act. Fannie Mae was originally established in 1939 as a U.S.
Government agency to provide  supplemental  liquidity to the mortgage market and
was transformed into a stockholder  owned and privately  managed  corporation by
legislation  enacted in 1968.  Fannie Mae provides funds to the mortgage  market
primarily  by  purchasing  home  mortgage  loans  from  local  lenders,  thereby
replenishing  their funds for additional  lending.  Fannie Mae acquires funds to
purchase home mortgage  loans from many capital  market  investors  that may not
ordinarily invest in mortgage loans directly, thereby expanding the total amount
of funds available for housing.

     Each Fannie Mae Certificate  will entitle the registered  holder thereof to
receive  amounts  representing  such  holder's  pro rata  interest in  scheduled
principal  payments  and  interest  payments  (at such Fannie Mae  Certificate's
pass-through  rate,  which is net of any  servicing  and  guarantee  fees on the
underlying mortgage loans), and any principal prepayments, on the mortgage loans
in the pool  represented  by such  Fannie  Mae  Certificate  and  such  holder's
proportionate  interest  in the  full  principal  amount  of any  foreclosed  or
otherwise  finally  liquidated  mortgage  loan.  The full and timely  payment of
principal of and interest on each Fannie Mae  Certificate  will be guaranteed by
Fannie Mae,  which  guarantee  is not backed by the full faith and credit of the
U.S. Government.

     Each Fannie Mae  Certificate  will  represent pro rata  interests in one or
more pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans,  that are not insured or  guaranteed by any  governmental  agency) of the
following types:  (i) fixed rate level payment  mortgage loans;  (ii) fixed rate
growing  equity  mortgage  loans; (iii)  fixed  rate  graduated payment mortgage
loans;  (iv) variable rate California  mortgage loans; (v) other adjustable rate
mortgage  loans;  and (vi)  fixed rate  mortgage  loans  secured by  multifamily
projects.

     FREDDIE MAC CERTIFICATES. Freddie Mac is a corporate instrumentality of the
United States  created  pursuant to the  Emergency  Home Finance Act of 1970, as
amended (the "FHLMC Act"). Freddie Mac was established primarily for the purpose
of increasing the  availability  of mortgage  credit for the financing of needed
housing.  The  principal  activity  of Freddie  Mac  currently  consists  of the
purchase  of  first  lien,   conventional,   residential   mortgage   loans  and

                                     - 12 -
<PAGE>

participation  interests in such  mortgage  loans and the resale of the mortgage
loans so purchased  in the form of mortgage  securities,  primarily  Freddie Mac
Certificates.

     Freddie  Mac  guarantees  to  each  registered  holder  of  a  Freddie  Mac
Certificate  the timely  payment of  interest at the rate  provided  for by such
Freddie Mac Certificate, whether or not received. Freddie Mac also guarantees to
each registered holder of a Freddie Mac Certificate  ultimate  collection of all
principal of the related  mortgage loans,  without any offset or deduction,  but
does not,  generally,  guarantee  the  timely  payment of  scheduled  principal.
Freddie Mac may remit the amount due on account of its  guarantee of  collection
of principal at any time after default on an underlying  mortgage  loan, but not
later than 30 days following (i)  foreclosure  sale,  (ii) payment of a claim by
any  mortgage  insurer,  or (iii) the  expiration  of any  right of  redemption,
whichever occurs later, but in any event no later than one year after demand has
been  made  upon  the  mortgagor  for  accelerated  payment  of  principal.  The
obligations of Freddie Mac under its guarantee are obligations solely of Freddie
Mac and are not backed by the full faith and credit of the U.S. Government.



     Freddie  Mac  Certificates  represent  pro  rata  interests  in a group  of
mortgage loans (a "Freddie Mac Certificate group") purchased by Freddie Mac. The
mortgage  loans  underlying the Freddie Mac  Certificates  will consist of fixed
rate or  adjustable  rate  mortgage  loans with  original  terms to  maturity of
between ten and thirty  years,  substantially  all of which are secured by first
liens on one- to four-family  residential  properties or multi-family  projects.
Each  mortgage  loan must meet the  applicable  standards set forth in the FHLMC
Act. A Freddie Mac  Certificate  group may include  whole  loans,  participation
interests   in  whole  loans  and   undivided   interests  in  whole  loans  and
participations comprising another Freddie Mac Certificate group.



VARIABLE AMOUNT MASTER DEMAND NOTES

     The Equity  Portfolio may invest in variable  amount master demand notes. A
variable  amount master  demand note is a type of commercial  paper that differs
from  ordinary  commercial  paper in that it is  issued  pursuant  to a  written
agreement between the issuer and the holder. Its amount may from time to time be
increased  by the holder  (subject  to an agreed  maximum) or  decreased  by the
holder or the issuer,  it is payable on demand and the rate of  interest  varies
pursuant to an agreed-upon formula. Generally, master demand notes are not rated
by a rating agency.  However, the Equity Portfolio may invest in a master demand
note if, in the opinion of the Investment  Manager,  it is of investment quality
comparable  to rated  securities in which the Equity  Portfolio may invest.  The
Investment  Manager  monitors the issuers of such master demand notes on a daily
basis.  Because transfer of such notes is usually  restricted by the issuer, and
there is no secondary  trading market for such notes,  the Equity  Portfolio may
not invest in a master  demand note if, as a result,  more than 10% of the value
of the  Portfolio's net assets would be invested in such notes or other illiquid
securities. See "Illiquid Securities" above.

SECURITIES WITH PUT RIGHTS

     The  Equity  Portfolio  may enter  into put  transactions  with  respect to
obligations held in its portfolio with broker-dealers and with commercial banks.
The  right of the  Equity  Portfolio  to  exercise  a put is  unconditional  and
unqualified. A put is not transferable by the Portfolio,  although the Portfolio
may sell the  underlying  securities  to a third party at any time. If necessary

                                     - 13 -
<PAGE>

and advisable,  the Portfolio may pay for certain puts either separately in cash
or by paying a higher price for portfolio  securities which are acquired subject
to such a put (thus reducing the yield to maturity  otherwise  available for the
same securities).  The Portfolio expects,  however,  that puts generally will be
available without the payment of any direct or indirect consideration.

     The Equity Portfolio may enter into puts only with banks or  broker-dealers
which, in the opinion of the Investment  Manager,  present minimal credit risks.
The ability of the Portfolio to exercise a put will depend on the ability of the
bank or broker-dealer  to pay for the underlying  securities at the time the put
is exercised.  In the event that a bank or  broker-dealer  should default on its
obligation to repurchase an underlying  security,  the Portfolio might be unable
to  recover  all or a  portion  of any loss  sustained  from  having to sell the
securities elsewhere.

     The  Equity  Portfolio  intends  to enter  into  puts  solely  to  maintain
liquidity and it does not intend to exercise its rights  thereunder  for trading
purposes.  The puts will be only for periods substantially less than the life of
the  underlying  securities.  The  acquisition  of a put  will  not  affect  the
valuation  by the  Portfolio  of  the  underlying  security.  Where  the  Equity
Portfolio  pays directly or indirectly  for a put, its cost will be reflected as
an unrealized  loss for the period during which the put is held by the Portfolio
and will be  reflected  in realized  gain or loss when the put is  exercised  or
expires. If the value of the underlying  security  increases,  the potential for
unrealized or realized gain is reduced by the cost of the put.

REITS

     The Small Cap  Portfolio,  Equity  Portfolio,  Global Equity  Portfolio and
Bantam  Value  Portfolio  may invest an  unlimited  amount of its assets in Real
Estate Investment  Trusts ("REITS"),  although it currently intends to limit its
investments  in  REITS  to no  more  than  5% of its  net  assets.  Each  of the
Portfolios intends to invest in listed equity REITS,  which own properties,  and
listed  mortgage  REITS,  which make  short-term  construction  and  development
mortgage  loans or which  invest  in  long-term  mortgages  or  mortgage  pools.
Accordingly,  a prospective  investor  should  realize that the Portfolio may be
subject  to the  considerations  associated  with the direct  ownership  of real
estate  because  of the  Portfolio's  ability  to  invest in the  securities  of
companies  that  own,  construct,  manage  or sell  residential,  commercial  or
industrial  real  estate.  These  include  declines in the value of real estate,
factors  related to general  and local  economic  conditions,  overbuilding  and
increased  competition,  increases  in property  taxes and  operating  expenses,
changes in zoning laws, casualty or condemnation  losses,  limitations on rents,
changes  in  neighborhood  values,  the appeal of  properties  to  tenants,  and
increases in interest  rates.  The value of securities of companies that service
the real estate industry also may be affected by such risks.

     In  addition,  equity  REITS may be affected by any changes in the value of
the  underlying  property  owned by the  trusts,  while  mortgage  REITS  may be
affected by the quality of any credit  extended.  Further,  equity and  mortgage
REITS are dependent upon management skill, are not diversified and are therefore
subject to the risk of financing  single or a limited number of projects.  REITS
are  also  subject  to  heavy  cash  flow  dependency,  defaults  by  borrowers,
self-liquidation  and the  possibility  of  failing  to  qualify  for  tax  free
pass-through of income under the Internal  Revenue Code of 1986, as amended (the
"Code"), and to maintain exemption under the Investment Company Act.

                                     - 14 -
<PAGE>


SUPRANATIONAL ORGANIZATIONS

     The International  Fixed-Income Portfolio may invest up to 25% of the value
of its total assets in debt  securities  issued by  supranational  organizations
such as the World Bank, which finances  development projects in member countries
and the European  Community,  which is a  multi-nation  organization  engaged in
cooperative economic activities.

                        -------------------------------

     Except as noted,  the foregoing  policies and  activities of the Portfolios
are not  fundamental  and may be changed by the Board of  Directors  of the Fund
without the approval of  shareholders  of the affected  Portfolio or Portfolios;
however,  shareholders  will be  notified  prior to a  material  change  in such
policies.

                             INVESTMENT RESTRICTIONS

     The following investment restrictions,  which supplement those set forth in
the Fund's Prospectus,  are, except where noted, fundamental policies of each of
the Portfolios and may be changed, as to a Portfolio, only when permitted by law
and approved by the holders of a majority of such Portfolio's outstanding voting
securities,  as described under "Organization and Description of Capital Stock."
The Fund is empowered to establish,  without  shareholder  approval,  additional
portfolios which may have different fundamental investment policies.

                           None of the Portfolios may:

         (i) purchase  the  securities  of issuers  conducting  their  principal
         business  activity  in the same  industry  if,  immediately  after  the
         purchase  and  as a  result  thereof,  the  value  of  any  Portfolio's
         investments  in that industry  would exceed 25% of the current value of
         such  Portfolio's  total  assets,  provided that there is no limitation
         with respect to investments in obligations of the U.S. Government,  its
         agencies or instrumentalities;

         (ii)  (a)  purchase  or  sell  real  estate  or  real  estate   limited
         partnerships,  except that a Portfolio may purchase and sell securities
         of  companies  which deal in real estate or  interests  therein and the
         International Small Cap Portfolio,  Emerging Markets Portfolio,  Global
         Equity  Portfolio,  Bantam Value  Portfolio  and  Emerging  World Funds
         Portfolio  also may  purchase and sell  securities  that are secured by
         real  estate;  provided,  however,  that  this  clause  (a)  is  not  a
         fundamental  policy  of the  Equity  Portfolio;  (b)  purchase  or sell
         commodities or commodity contracts (except that the International Small
         Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity  Portfolio,
         Bantam Value  Portfolio and Emerging World Funds Portfolio may purchase
         and  sell,  swaps,  options,  forward  contracts,   futures  contracts,
         including those relating to indices,  and options on futures  contracts
         or  indices,   the  International   Equity   Portfolio,   International
         Fixed-Income  Portfolio and Strategic  Yield  Portfolio may purchase or
         sell foreign  currency forward exchange  contracts,  the  International
         Fixed-Income  Portfolio  and Bond  Portfolio  may  enter  into  futures
         contracts  and  options  on  futures   contracts,   the   International
         Fixed-Income Portfolio may enter into futures contracts on foreign

                                     - 15 -
<PAGE>

         currencies and the International  Fixed-Income  Portfolio and Strategic
         Yield  Portfolio may purchase and write put and call options on foreign
         currencies);  and (c) invest in interests in or leases relating to oil,
         gas, or other mineral  exploration or development  programs;  provided,
         however, that this clause (c) is not a fundamental policy of the Equity
         Portfolio, Global Equity Portfolio, Bantam Value Portfolio and Emerging
         World Funds Portfolio;



          (iii) purchase  securities on margin  (except for  short-term  credits
          necessary  for the clearance of  transactions)  or make short sales of
          securities, provided, however, that this prohibition on short sales is
          not a fundamental policy of the Global Equity Portfolio,  Bantam Value
          Portfolio and Emerging World Funds Portfolio;



         (iv) underwrite securities of other issuers,  except to the extent that
         the purchase of municipal  obligations or other  permitted  investments
         directly from the issuer thereof or from an  underwriter  for an issuer
         and the later  disposition  of such  securities in accordance  with any
         Portfolio's investment program may be deemed to be an underwriting; or

         (v)  make  investments  for  the  purpose  of  exercising   control  or
         management;   provided,   however,  that  this  restriction  is  not  a
         fundamental policy of the International  Small Cap Portfolio,  Emerging
         Markets Portfolio,  Global Equity Portfolio, Bantam Value Portfolio and
         Emerging World Funds Portfolio.

         In  addition to the  restrictions  noted  above  applicable  to all the
Portfolios,   the  Equity  Portfolio  has  adopted  the  following   fundamental
investment policies:

                          The Equity Portfolio may not:

         (i) purchase restricted  securities,  which are securities that must be
         registered  under the Securities Act before they may be offered or sold
         to the public,  except that the Equity Portfolio may invest up to 5% of
         the value of its total assets, taken at cost, in such securities;

         (ii) invest more than 5% of the  current  value of its total  assets in
         the securities of any one issuer,  other than obligations of the United
         States  Government,  its agencies or  instrumentalities  or  securities
         which are backed by the full faith and credit of the United States; or

         (iii)  purchase  securities of an issuer if, as a result,  as to 75% of
         the Portfolio's total assets,  the Portfolio would own more than 10% of
         the voting securities of such issuer.

                                     - 16 -
<PAGE>

     Whenever any investment  policy or restriction  states a minimum or maximum
percentage  of a  Portfolio's  assets  which may be invested in any  security or
other asset, it is intended that such minimum or maximum  percentage  limitation
be determined  immediately after and as a result of the Portfolio's  acquisition
of such security or other asset. Accordingly,  any later increase or decrease in
percentage beyond the specified limitations resulting from a change in values or
net assets will not be considered a violation.

     In connection with the  qualification  or  registration  for sale under the
securities  laws of  certain  states of the shares of the  International  Equity
Portfolio,  International  Fixed-Income Portfolio,  Bond Portfolio and Small Cap
Portfolio,  the Fund has agreed that,  in addition to the  foregoing  investment
restrictions  applicable to these Portfolios,  none of them may (i) purchase any
security of any issuer if as a result the  Portfolio  would own more than 10% of
the outstanding voting securities of that issuer; (ii) invest in warrants; (iii)
invest more than 10% of its total assets in puts, calls,  straddles,  spreads or
any combination thereof; (iv) purchase or retain securities of any issuer if the
Directors or officers of the Fund or the Investment Manager who own beneficially
more than 1/2 of 1% of the  securities  of an issuer  together own  beneficially
more than 5% of such issuer. The investment restrictions set forth in (i), (iii)
and (iv) of the preceding sentence are additionally  applicable to the Strategic
Yield Portfolio and the investment restrictions set forth in (i) and (iv) of the
preceding  sentence are  additionally  applicable to the Equity  Portfolio.  The
investment   restrictions  set  forth  in  this  paragraph  are  not  designated
fundamental  policies of these  Portfolios  within the meaning of the Investment
Company Act and may be changed by the Board of Directors of the Fund without the
approval of the shareholders of the affected Portfolio or Portfolios.


                                     - 17 -
<PAGE>


                                   MANAGEMENT

     The  Directors  and  officers of the Fund and their  principal  occupations
during the past five years are set forth below. Unless otherwise specified,  the
address of each of the following persons is 30 Rockefeller  Plaza, New York, New
York 10020.
<TABLE>
<CAPTION>



NAME, ADDRESS AND AGE              POSITION WITH REGISTRANT  PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- ---------------------              ------------------------  ----------------------------------------
<S>                                <C>                       <C>
Norman Eig* (55)                   Chairman of the Board     Managing  Director  (formerly  General Partner),
                                                             Lazard Freres

Herbert W. Gullquist* (58)         President, Director       Managing  Director  (formerly  General Partner),
                                                             Lazard Freres

John J. Burke  (67)                Director                  Vice Chairman, Director, Montana Power Company;
50 Burning Tree Lane
Butte, MT  59701


Kenneth S. Davidson (51)           Director                  Managing  Partner,   Davidson  Weil  Associates;
Davidson Weil Associates                                     Blackthorn   Fund  N.V.,   Director;   Ottertail
767 Fifth Avenue, 43rd Floor                                 Valley Railroad, Director.
New York, NY 10153


Carl Frischling* (58)              Director                  Senior Partner, Kramer, Levin, Naftalis, Nessen, 
170 East 83rd Street                                         Kamin & Frankel; from 1992 to 1994, Senior 
New York, NY  10028                                          Partner, Reid & Priest; from 1979 to 1992, Senior
                                                             Partner, Spengler Carlson Grubar Brodsky & Frischling.

Lester Z. Lieberman (65)           Director                  Private   Investor,   Member  of  the  Board  of
25 Vreeland Road                                             Directors of Dowel  Associates,  Chairman of the
Florham Park, NJ  07932                                      Boards  of   Trustees   of  Newark  Beth  Israel
                                                             Medical Center and Irvington  General  Hospital,
                                                             member  of  the  New  Jersey  State   Investment
                                                             Council,  prior to 1994 was Member of the Boards
                                                             of  Directors of United  Jersey  Bank,  N.A. and
                                                             Clarkson University.

Richard Reiss, Jr.  (52)           Director                  Managing  Partner,   Cumberland  Associates,  an
1114 Avenue of the Americas                                  investment manager
New York, NY  10036

John Rutledge  (47)                Director                  President,  Rutledge & Company, an economics and
One Greenwich Office Park                                    investment  advisory firm,  Chairman,  Claremont
51 Weaver Street                                             Economics Institute
Greenwich, CT  06831

William G. Butterly, III  (35)     Vice President,           Vice President,  Legal Affairs of the Investment
30 Rockefeller Plaza               Secretary                 Manager,  prior  to   May  1993,  attorney  with
New York, NY 10020                                           Shearman & Sterling

Gus Coutsouros  (33)               Treasurer                 Certified Public Accountant,  Vice President and
30 Rockefeller Plaza                                         Assistant  Controller of the Investment Manager,
New York, NY 10020                                           prior   to   June   1992,   Manager,    National
                                                             Securities  and  Research  Corp.,  prior to June
                                                             1991, Senior Accountant, Price Waterhouse.

Thomas W. Joseph  (56)             Vice President and        Principal, Scudder, Stevens & Clark
175 Federal Street                 Assistant Secretary
Boston, MA  02110

Thomas F. McDonough  (49)          Vice President and        Principal, Scudder, Stevens & Clark
175 Federal Street                 Assistant Secretary
Boston, MA  02110


</TABLE>




- --------
* An "interested  person" of the Fund as defined in the  Investment  Company Act
and a member of the  Executive  Committee  of the  Fund,  which  meets  with the
officers of the Fund in accordance with the Fund's  procedures for the valuation
of illiquid securities and for other appropriate purposes.

                                     - 18 -
<PAGE>



     For so long as the Fund's plan described under  "Distribution and Servicing
Plan" remains in effect,  the Directors who are not "interested  persons" of the
Fund, as defined in the  Investment  Company Act, will be selected and nominated
by the Directors who are not "interested persons" of the Fund.

     Compensation  received  from the Fund during 1995 by the  Directors who are
not employees or affiliated  persons of the  Investment  Manager is set forth in
the following table.

<TABLE>

<CAPTION>

                                    Compensation Table

                                                  TOTAL
                                                  COMPENSATION
                         AGGREGATE                FROM FUND
                         COMPENSATION FROM        AND FUND COMPLEX
NAME OF PERSON           THE FUND                 PAID TO DIRECTORS
- --------------           ----------------         -----------------
<S>                            <C>                     <C>    
John J. Burke                  $25,000                 $25,000
Lester Z. Lieberman            $25,000                 $25,000
Richard Reiss, Jr.             $25,000                 $25,000
John Rutledge                  $25,000                 $25,000
Kenneth S. Davidson            $ 6,000                 $ 6,000
Carl Frischling*               $19,000                 $19,000         


</TABLE>
*Estimated for 1996


     The Fund does not  compensate  officers or Directors  who are  employees or
affiliated persons of the Investment  Manager. As of July 31, 1996, the officers
and Directors of the Fund, as a group,  owned less than 1% of the shares of each
Portfolio,  except the Strategic Yield  Portfolio,  Global Equity  Portfolio and
Bantam Value Portfolio. As of that date, the officers and Directors of the Fund,
as a group,  owned 1.03%,  1.34% and 1.29% of the shares of the Strategic  Yield
Portfolio,   the  Global  Equity  Portfolio  and  the  Bantam  Value  Portfolio,
respectively. 




INVESTMENT MANAGER AND INVESTMENT MANAGEMENT AGREEMENTS

     Lazard Freres Asset  Management,  30 Rockefeller  Plaza, New York, New York
10020,  has entered into an  investment  management  agreement  with the Fund on

                                     - 19 -
<PAGE>

behalf of each of the Portfolios.  The investment  management agreements entered
into by Lazard Freres Asset  Management are  collectively  referred to herein as
the  "Management  Agreements"  and,  where  appropriate,   individually  as  the
"Management  Agreement."  Pursuant to each Management  Agreement,  Lazard Freres
Asset  Management  regularly  provides each Portfolio with investment  research,
advice and supervision and furnishes continuously an investment program for each
Portfolio consistent with its investment objectives and policies,  including the
purchase, retention and disposition of securities.

     Lazard Freres Asset  Management is a division of Lazard Freres,  a New York
limited liability company, which is registered as an investment adviser with the
Commission  and  is a  member  of the  New  York,  American  and  Midwest  Stock
Exchanges.  Lazard Freres provides its clients with a wide variety of investment
banking and related services,  including  investment  management.  It is a major
underwriter  of  corporate  securities,  conducts a broad  range of trading  and
brokerage  activities in corporate and governmental bonds and stocks and acts as
a financial adviser to municipal authorities and utilities and as an underwriter
and trader in municipal  securities.  Lazard  Freres Asset  Management  provides
investment  management services to client discretionary  accounts with assets as
of December 31, 1995 totaling  approximately $30.7 billion. Its clients are both
individuals and  institutions,  some of whose accounts have investment  policies
similar  to those of  several of the  Portfolios.  As of April 15,  1996, Lazard
Freres  Asset  Management  held voting and  dispositive  power with respect to a
sufficient  number of shares of each Portfolio held by client  accounts as to be
considered a controlling person of such Portfolio.

     Subject to policies established by the Fund's Board of Directors, which has
overall  responsibility  for the  business  and affairs of each  Portfolio,  the
Investment  Manager  manages the  operations of the  Portfolios.  In addition to
providing  advisory  services,  the Investment  Manager furnishes the Portfolios
with office space and certain  facilities and personnel  required for conducting
the business of the Portfolios and pays the compensation of the Fund's officers,
directors  and  employees   affiliated  with  the  Investment   Manager  or  its
affiliates.



     As compensation for its services,  each of the Portfolios has agreed to pay
the  Investment  Manager an  investment  management  fee at the annual rates set
forth below as a percentage  of the average daily value of the net assets of the
applicable   Class  of  the  relevant   Portfolio:   Equity   Portfolio,   .75%;
International  Equity Portfolio,  .75%;  International  Fixed-Income  Portfolio,
 .75%;  Bond  Portfolio,   .50%;  Strategic  Yield  Portfolio,  .75%;  Small  Cap
Portfolio,  .75%;  International  Small Cap Portfolio,  .75%;  Emerging  Markets
Portfolio,  1.00%; Global Equity Portfolio,  .75%; Bantam Value Portfolio, .75%;
and Emerging World Funds Portfolio,  .75%. The management fees are accrued daily
and paid monthly.



                                     - 20 -
<PAGE>




     The Investment Manager has undertaken to bear, excluding 12b-1 fees for the
Retail  Shares  (i)  with  respect  to  each of the  International  Fixed-Income
Portfolio,  Global Equity  Portfolio,  Bantam Value Portfolio and Emerging World
Funds Portfolio,  total operating expenses in excess of 1.05%, (ii) with respect
to the Emerging Markets Portfolio,  total operating expenses in excess of 1.30%,
and (iii) with respect to the Bond Portfolio, total operating expenses in excess
of .80%, of such Portfolio's  average net assets,  until the earlier of December
31, 1996 (or such time as the respective  Portfolio  reaches total net assets of
$100  million).  Pursuant to the terms of the  Management  Agreements  and these
arrangements,  for the fiscal  year ended  December  31,  1995,  the  Investment
Manager  received  management  fees equal to $982,130 for the Equity  Portfolio,
$7,895,766 for the International Equity Portfolio,  $4,066,987 for the Small Cap
Portfolio,  $525,597  for  the  Strategic  Yield  Portfolio,  $232,537  for  the
International Fixed-Income Portfolio,  $286,080 for the Bond Portfolio, $736,353
for the  International  Small Cap Portfolio and $93,501 for the Emerging Markets
Portfolio.  For the fiscal year ended December 31, 1995, the Investment  Manager
received  no  management  fees for the Bantam  Value  Portfolio,  Global  Equity
Portfolio and Emerging World Funds Portfolio. For the fiscal year ended December
31, 1994, the Investment Manager received  management fees equal to $504,424 for
the  Equity  Portfolio,  $5,782,629  for  the  International  Equity  Portfolio,
$2,974,688  for the  Small  Cap  Portfolio,  $330,620  for the  Strategic  Yield
Portfolio, $62,918 for the International Fixed-Income Portfolio, $13,790 for the
Bond Portfolio and $335,900 for the International  Small Cap Portfolio.  For the
fiscal  year ended  December  31,  1994,  the  Investment  Manager  received  no
management  fee for the Emerging  Markets  Portfolio.  For the fiscal year ended
December 31, 1993,  the Investment  Manager  received  management  fees equal to
$217,301  for the Equity  Portfolio,  $2,701,856  for the  International  Equity
Portfolio, $1,948,153 for the Small Cap Portfolio, and $29,038 for the Strategic
Yield  Portfolio.  For the fiscal year ended  December 31, 1993,  the Investment
Manager  received  no  management  fees  for  the   International   Fixed-Income
Portfolio,   Bond  Portfolio,  or  Strategic  Yield  Portfolio,   nor  from  the
International Small Cap Portfolio or Emerging Markets Portfolio which were first
established on July 20, 1993.

     Each Management  Agreement provides that the relevant Portfolio pays all of
its  expenses  that are not  specifically  assumed  by the  Investment  Manager.
(Expenses  attributable  to each Portfolio will be charged against the assets of
that  Portfolio,  other  expenses  of the  Fund  will  be  allocated  among  the
Portfolios in a manner which may, but need not, be  proportionate in relation to
the net assets of each  Portfolio.)  Expenses  payable by each of the Portfolios
include, but are not limited to, clerical salaries; brokerage and other expenses
of executing portfolio  transactions;  legal,  auditing or accounting  expenses;
trade association dues; taxes or governmental fees; the fees and expenses of any
person providing  administrative  services to the Fund; the fees and expenses of
the  custodian  and  transfer  agent of the Fund;  the cost of  preparing  share
certificates  or any  other  expenses,  including  clerical  expenses  of issue,
redemption or repurchase of shares of the  Portfolio;  the expenses and fees for
registering  and  qualifying  securities  for sale; the fees of Directors of the
Fund who are not employees or affiliated  persons of the  Investment  Manager or
its  affiliates;  travel  expenses of all  Directors,  officers  and  employees;
insurance  premiums;  and the cost of  preparing  and  distributing  reports and
notices to  shareholders.  In addition,  the Retail Shares of each Portfolio are
subject to an annual  distribution  and  servicing  fee. See  "Distribution  and
Servicing Plan." The organizational expenses of the Fund are being amortized and
allocated among the International Equity Portfolio,  International  Fixed-Income
Portfolio,  Bond  Portfolio,  Strategic Yield Portfolio and Small Cap Portfolio.
Furthermore,  the  Investment  Manager will  reimburse  each  Portfolio  for its
expenses (exclusive of interest, taxes, brokerage, distribution expenditures and
extraordinary  expenses,  all  to  the  extent  permitted  by  applicable  state
securities law and regulations)  which in any year exceed the limits  prescribed
by any state in which the  Portfolio's  shares are qualified for sale.  The Fund
may not qualify the shares of each  Portfolio for sale in every state.  The Fund
believes that presently the most restrictive expense ratio limitation imposed by
any  state is 2.5% of the first  $30  million  of the  Portfolio's  average  net
assets,  2.0% of the next $70  million of its average net assets and 1.5% of its
average net assets in excess of $100 million.




                                     - 21 -
<PAGE>

     Each  Management  Agreement  other than with  respect to the  International
Small Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio, Bantam
Value Portfolio and Emerging World Funds Portfolio was approved on September 11,
1991 (and  amended  and  restated on October  19,  1993) by the Fund's  Board of
Directors, including a majority of the Directors of the Fund who are not parties
to such Management Agreement or interested persons (as defined in the Investment
Company  Act)  of any  such  party  (the  "Disinterested  Directors"),  and by a
majority of the outstanding voting securities of the respective Portfolio at the
Fund's Initial  Meeting of  Stockholders  held on December 16, 1992. Each of the
Management  Agreements  for the  International  Small Cap Portfolio and Emerging
Markets  Portfolio  was approved by the Fund's Board of  Directors,  including a
majority  of the  Disinterested  Directors,  at the meeting of the Board held on
July 20,  1993 and the sole  shareholder  of each such  Portfolio  on August 25,
1993. Each Management  Agreement  (other than the Management  Agreements for the
Global  Equity  Portfolio,  Bantam  Value  Portfolio  and  Emerging  World Funds
Portfolio) was renewed by approval of the Fund's Board of Directors  including a
majority of the Directors who are not interested  persons,  on October 16, 1995.
The  Management  Agreements  for  the  Global  Equity  Portfolio,  Bantam  Value
Portfolio and Emerging  World Funds  Portfolio were approved by the Fund's Board
of Directors on October 16, 1995. Each such  Management  Agreement will continue
in effect,  provided that such  continuance is approved  annually by a vote of a
majority of the respective  Portfolio's  outstanding voting securities or by the
Fund's  Board  of  Directors   and,  in  either  case,  by  a  majority  of  the
Disinterested Directors.

     Each Management  Agreement is terminable  without penalty by the Fund on 60
days' written notice when authorized  either by majority vote of the outstanding
voting securities of the particular  Portfolio or by a vote of a majority of the
Fund's Directors,  or by the Investment  Manager on 60 days' written notice, and
will  automatically  terminate in the event of its  assignment.  Each Management
Agreement  provides  that in the  absence of willful  misfeasance,  bad faith or
gross negligence on the part of the Investment Manager, or of reckless disregard
of its obligations  thereunder,  the Investment  Manager shall not be liable for
any action or failure to act in accordance with its duties thereunder.

ADMINISTRATION



     Effective May 1, 1995, the Fund engaged State Street Bank and Trust Company
("State Street") to provide certain  administrative  services to the Portfolios.
Each Portfolio will bear the cost of such administrative  expenses at the annual
rate of $37,500  plus .02% of the  average  daily net assets of the  applicable
Class of such Portfolios.



                                     - 22 -
<PAGE>

State  Street has agreed to waive the  $37,500 fee for one year for the Bond and
International Fixed Income Portfolios.

DISTRIBUTOR

     Lazard  Freres  serves as the  distributor  of shares of each of the Fund's
Portfolios  and  conducts a  continuous  offering  pursuant to a "best  efforts"
arrangement requiring it to take and pay for only such securities as may be sold
to the public. As the distributor, it accepts purchase and redemption orders for
shares of the Portfolios.  In addition,  the  distribution  agreement  obligates
Lazard  Freres to pay certain  expenses in  connection  with the offering of the
shares of the Portfolios.  After the prospectuses and periodic reports have been
prepared, set in type and mailed to shareholders, Lazard Freres will pay for the
printing and distribution of copies thereof used in connection with the offering
to prospective  investors.  Lazard Freres will also pay for other  supplementary
sales literature and advertising costs.

                        DETERMINATION OF NET ASSET VALUE



     Net asset value per share for the  applicable  Class of each  Portfolio  is
determined  by the  Fund on each  day the New York  Stock  Exchange  is open for
trading.  The New York  Stock  Exchange  is  normally  closed  on the  following
national holidays:  New Year's Day, Presidents' Day, Good Friday,  Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Net asset value
per share is of each Class  determined by dividing the value of the total assets
of the Portfolio  represented by such Class, less all liabilities,  by the total
number of Portfolio shares of such class outstanding.

     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed well before the close of business
on each  business  day in New  York  (i.e.,  a day on which  the New York  Stock
Exchange is open).  In  addition,  European or Far  Eastern  securities  trading
generally  or in a  particular  country or  countries  may not take place on all
business days in New York. Furthermore,  trading takes place in Japanese markets
on  certain  Saturdays  and in  various  foreign  markets  on days which are not
business  days in New York and on which the net asset  value of each  Class of a
Portfolio is not calculated.  Each Class of each Portfolio  calculates net asset
value per share, and therefore effects sales, redemptions and repurchases of its
shares,  as of the close of regular  trading on the New York Stock Exchange once
on each day on which the New York Stock Exchange is open.  Such  calculation may
not take place



                                     - 23 -
<PAGE>

contemporaneously  with the  determination  of the prices of the majority of the
portfolio  securities used in such calculation.  If events materially  affecting
the  value of such  securities  occur  between  the  time  when  their  price is
determined and the time when the Portfolio's net asset value is calculated, such
securities will be valued at fair value as determined in good faith by the Board
of Directors.

                             PORTFOLIO TRANSACTIONS

     Subject  to the  supervision  of the  Board of  Directors,  the  Investment
Manager is primarily responsible for the investment decisions and the placing of
portfolio  transactions for each Portfolio.  In placing orders, it is the policy
of the Investment Manager to obtain the most favorable net results,  taking into
account such factors as price, size of order,  difficulty of execution and skill
required of the executing  broker.  While the Investment  Manager will generally
seek  reasonably  competitive  spreads or  commissions,  the Portfolios will not
necessarily be paying the lowest spread or commission available.

     Purchases and sales of portfolio  securities  on a securities  exchange for
the Portfolios are effected by the Investment Manager through brokers who charge
a negotiated  commission for their services based on the quality and quantity of
execution  services provided by the broker in the light of generally  prevailing
rates. Orders may be directed to any broker including,  to the extent and in the
manner  permitted by applicable  law,  Lazard  Freres.  In the  over-the-counter
market,  securities are generally traded on a "net" basis with dealers acting as
principal for their own accounts without a stated commission, although the price
of the  security  usually  includes  a profit  to the  dealer.  In  underwritten
offerings,  securities are purchased at a fixed price that includes an amount of
compensation  to the  underwriter,  generally  referred to as the  underwriter's
concession or discount.

     Subject to the above considerations, Lazard Freres may act as a main broker
for the Portfolios.  For Lazard Freres to effect any portfolio  transactions for
the Portfolios,  the commissions,  fees or other remuneration received by Lazard
Freres must be reasonable  and fair compared to the  commissions,  fees or other
remuneration  paid to other brokers in connection with  comparable  transactions
involving  similar  securities being purchased or sold on a securities  exchange
during a  comparable  period of time.  This  standard  allows  Lazard  Freres to
receive no more than the  remuneration  that would be expected to be received by
an unaffiliated broker in a commensurate arm's-length transaction.  Furthermore,
the Board of  Directors of the Fund,  including a majority of the  Disinterested
Directors,  have adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to Lazard Freres are consistent
with the foregoing standard.  Brokerage transactions with Lazard Freres are also
subject to such  fiduciary  standards  as may be imposed  upon Lazard  Freres by
applicable law.



     For  the  fiscal  year  ended  December  31,  1995,  the  total   brokerage
commissions paid by the Equity Portfolio,  International Equity Portfolio, Small
Cap Portfolio, International Small Cap Portfolio, and Emerging Markets Portfolio
were $331,180, $2,303,409,  $1,507,582, $976,314, and $280,844, respectively. Of
those amounts,  $0, $0, $3,324,  $0, and $0,  respectively,  were paid to Lazard
Freres.  For the fiscal year ended December 31, 1995, Lazard Freres received 0%,
0%, 0% 0.2%, and 0%, respectively, of the total brokerage commissions paid by of
those  Portfolios  and the total  transactions  effected  through  Lazard Freres
represented 0%, 0%, .19%, 0%, and 0%,  respectively,  of the total dollar amount
of transactions on which brokerage were paid by those Portfolios. For the fiscal
year  ended  December  31,  1995,  no  brokerage  commissions  were  paid by the
International   Fixed-Income  Portfolio,   Bond  Portfolio  or  Strategic  Yield
Portfolio.



                                     - 24 -
<PAGE>




     For  the  fiscal  year  ended  December  31,  1994,  the  total   brokerage
commissions paid by the Equity Portfolio,  International Equity Portfolio, Small
Cap Portfolio, International Small Cap Portfolio, and Emerging Markets Portfolio
were $160,325,  $4,374,956,  $997,227, $563,176, and $80,889,  respectively.  Of
those amounts,  $1,655,  $0,  $14,125,  $0, and $0,  respectively,  were paid to
Lazard  Freres.  For the fiscal year ended  December  31,  1994.  Lazard  Freres
received  1.0%,  0%,  1.4%,  0%, and 0%,  respectively.  Of the total  brokerage
commissions paid by those Portfolios and the total transactions effected through
Lazard Freres represented 0.6%, 0%, 0.4%, 0%, and 0% respectively,  of the total
dollar amount of transactions on which brokerage transactions were paid by those
Portfolios.   For  the  fiscal  year  ended  December  31,  1994,  no  brokerage
commissions  were  paid  by  the  International   Fixed-Income  Portfolio,  Bond
Portfolio or Strategic Yield Portfolio.

     For  the  fiscal  year  ended  December  31,  1993,  the  total   brokerage
commissions paid by the Equity Portfolio,  International Equity Portfolio, Small
Cap Portfolio,  and International Small Cap Portfolio were $75,705,  $1,819,457,
$908,261,  and $1,012,320,  respectively.  Of those amounts,  $17,679,  $19,285,
$40,435, and $0,  respectively,  were paid to Lazard Freres. For the fiscal year
ended  December 31, 1993,  Lazard Freres  received  23.4%,  1.1%,  4.5%, and 0%,
respectively,  of the total brokerage  commissions  paid by those Portfolios and
the total  transactions  effected through Lazard Freres represented 23.0%, 1.2%,
3.7%, and 0%, respectively,  of the total dollar amount of transactions on which
brokerage transactions were paid by those Portfolios.  For the fiscal year ended
December  31,  1993,  no brokerage  commissions  were paid by the  International
Fixed-Income  Portfolio,  Bond Portfolio,  Strategic Yield Portfolio or Emerging
Markets Portfolio.



     Purchase and sale orders for securities held by a Portfolio may be combined
with  those for other  Portfolios  in the  interest  of the most  favorable  net
results  for all.  When the  Investment  Manager  determines  that a  particular
security should be bought for or sold by more than one Portfolio, the Investment
Manager  undertakes  to allocate  those  transactions  between the  participants
equitably.

RESEARCH AND STATISTICAL INFORMATION

     When it can be done  consistently  with the  policy of  obtaining  the most
favorable  net results,  it is the practice of the  Investment  Manager to place
orders  with  brokers and dealers  who supply  market  quotations  to the Fund's
custodian for valuation purposes, or who supply research, market and statistical
information to the Investment Manager. Although research, market and statistical
information  is useful to the  Investment  Manager,  it is its opinion that such
information  is only  supplementary  to the  Investment  Manager's  own research
efforts,  since the information must still be analyzed,  weighed and reviewed by
the Investment Manager's staff.  Information so received will be in addition to,
and not in lieu of, the  services  required to be  performed  by the  Investment
Manager  under  the  Management  Agreements  with  the  Fund  on  behalf  of the
Portfolios.  This  information  may be  useful  to  the  Investment  Manager  in
providing  services to clients  other than the  Portfolios,  and not all of this
information is used by the Investment Manager in connection with the Portfolios.
The total dollar amount of transactions pursuant to which brokerage was directed
in consideration of research  services  provided during the year ending December
31,  1995 was  $606,138,615  and the related  commissions  were  $1,553,885.  In
addition,  when it can be done  consistently  with the above stated policy,  the
Investment  Manager  may place  orders  with  brokers  and dealers (i) who refer
persons to the  Investment  Manager for the purpose of purchasing  shares of the
Portfolios  or (ii) who provide  services to the Fund at no fee or for a reduced
fee.

                                     - 25 -
<PAGE>
                              REDEMPTION OF SHARES

     Payment of the redemption  price for shares  redeemed may be made either in
cash or in  portfolio  securities  (selected in the  discretion  of the Board of
Directors of the Fund and taken at their value used in determining the net asset
value per share of the  applicable  Class of each  Portfolio as described in the
Prospectus  under  "Determination  of Net Asset  Value"),  or partly in cash and
partly in portfolio  securities;  however,  payments will be made wholly in cash
unless the Board of Directors  believes  that  economic  conditions  exist which
would make such a practice  detrimental  to the best  interests  of the relevant
Portfolio.  If payment for shares redeemed is made wholly or partly in portfolio
securities,  brokerage  costs may be incurred by the investor in converting  the
securities to cash. A Portfolio will not distribute in kind portfolio securities
that are not readily  marketable.  The Fund has filed a formal election with the
Commission pursuant to which the Fund will only effect a redemption in portfolio
securities  where the  particular  stockholder  of record is redeeming more than
$250,000 or 1% of a Portfolio's total net assets,  whichever is less, during any
90-day period. In the opinion of the Investment Manager,  however, the amount of
a redemption request would have to be significantly  greater than $250,000 or 1%
of total net assets before a redemption wholly or partly in portfolio securities
was made.


                        DISTRIBUTION AND SERVICING PLAN
                    
                              (Retail Shares Only)


     Rule 12b-1 (the  "Rule")  adopted by the  Commission  under the  Investment
Company Act provides,  among other things,  that an investment  company may bear
expenses  of  distributing  its  shares  only  pursuant  to a  plan  adopted  in
accordance  with the Rule. The Fund's Board of Directors has adopted such a plan
(the  "Distribution and Servicing Plan") with respect to each Portfolio's Retail
Shares,  pursuant to which each Portfolio pays the Distributor for  advertising,
marketing and distributing the Portfolio's  Retail Shares, and for the provision
of certain services to the holders of Retail Shares.  Under the Distribution and
Servicing  Plan, the  Distributor  may make payments to certain third parties in
respect to these services.  The Fund's Board of Directors believes that there is
a reasonable  likelihood that the  Distribution  and Servicing Plan will benefit
each Portfolio and the holders of Retail Shares.


     A  quarterly  report of the amounts  expended  under the  Distribution  and
Servicing Plan, and the purposes for which such expenditures were incurred, must
be made to the Directors for their review.  In addition,  the  Distribution  and
Servicing  Plan provides that it may not be amended to increase  materially  the
costs which holders of Retail Shares may bear pursuant to the  Distribution  and
Servicing  Plan  without the  approval of the holders of Retail  Shares and that
other  material  amendments  of the  Distribution  and  Servicing  Plan  must be
approved by the Board of Directors and by the Directors who are not  "interested
persons"  (as  defined in the  Investment  Company  Act) of the Fund and have no
direct or indirect  financial  interest in the operation of the Distribution and
Servicing  Plan  or in any  agreements  entered  into  in  connection  with  the
Distribution  and Servicing Plan, by vote cast in person at a meeting called for
the purpose of considering such amendments.  The Distribution and Servicing Plan
is subject to annual  approval by such vote of the Directors cast in person at a
meeting called for the purpose of voting on the Distribution and Servicing Plan.
The  Distribution   and  Servicing  Plan was so approved by the  Directors  at a
meeting  held on July 22,  1996.  As to each  Portfolio,  the  Distribution  and
Servicing  Plan may be  terminated  at any time by a vote of a  majority  of the
Directors who are not  "interested  persons"  and  have no  direct  or  indirect
financial interest in the operation of the Distribution and Servicing Plan or in
any agreements  entered into in connection with the  Distribution  and Servicing
Plan or by vote of the holders of a majority of such Portfolio's Retail Shares.



                           DIVIDENDS AND DISTRIBUTIONS

     The Fund intends to declare as a dividend on the outstanding shares of each
of  the  International  Fixed-Income  Portfolio,  the  Bond  Portfolio  and  the
Strategic Yield Portfolio  substantially  all of each Portfolio's net investment
income at the close of each business day to  shareholders of record at 4:00 p.m.
(New York time). Purchased shares of the International  Fixed-Income  Portfolio,
the  Bond  Portfolio  and the  Strategic  Yield  Portfolio  will  begin  earning
dividends on the business day following  the day the purchase  order is accepted
and settled and redeemed shares of any of these  Portfolios will earn a dividend
on the day the  redemption  order  is  executed.  Net  investment  income  for a
Saturday,  Sunday or holiday  will be included in the  dividend  declared on the
previous  business day.  Dividends  declared on the shares of the  International
Fixed-Income  Portfolio,  Bond Portfolio and Strategic  Yield  Portfolio will be
paid five business days prior to the end of each month.  Shareholders who redeem
all their  shares of any of these  Portfolios  prior to a dividend  payment date
will receive,  in addition to the  redemption  proceeds,  any dividends that are
declared but unpaid.  Shareholders of any of these  Portfolios who redeem only a
portion of their shares will be entitled to all dividends  that are declared but
unpaid on the redeemed shares on the next dividend payment date.

     Dividends  from net  investment  income  on the  Equity  Portfolio  will be
declared  and paid  quarterly.  Dividends  from  net  investment  income  on the
International  Equity Portfolio,  Small Cap Portfolio,  International  Small Cap
Portfolio,  Emerging Markets  Portfolio,  Global Equity Portfolio,  Bantam Value
Portfolio and Emerging World Funds Portfolio generally will be declared and paid
at least annually and may be declared and paid twice annually.

     Investment income for a Portfolio  includes,  among other things,  interest
income,  accretion of market and original  issue  discount and  amortization  of
premium  and,  in  the  case  of  the  Equity  Portfolio,  International  Equity
Portfolio,  Small Cap Portfolio,  International  Small Cap  Portfolio,  Emerging
Markets Portfolio,  Global Equity Portfolio, Bantam Value Portfolio and Emerging
World Funds Portfolio would also include dividends.

     Dividends paid by each Class will be calculated at the same time and in the
same manner and will be of the same amount, except that certain expenses will be
borne  exclusively by one Class and not by the other, such as fees payable under
the Distribution and Servicing Plan.  Retail Shares will receive lower per share
dividends  than  Institutional  Shares  because  of the higher expenses borne by
Retail Shares. See "Fee Table" in the Fund's Prospectus.


                                     - 26 -
<PAGE>

     With respect to all of the Portfolios, net realized capital gains from each
of the  Portfolios,  if any, will be  distributed  at least  annually and may be
declared and paid twice  annually.  Dividends and  distributions  on shares of a
Portfolio  will be invested in  additional  shares of the same  Portfolio at net
asset value and credited to the shareholder's account on the payment date or, at
the  shareholder's  election,  paid in cash.  Dividend  checks and Statements of
Account will be mailed  approximately  two business days after the payment date.
Each Portfolio  forwards to the Fund's  custodian the monies for dividends to be
paid in cash on the payment date


                                    TAXATION

     The Prospectus  describes  generally the tax treatment of  distributions by
the Fund.  This section of the  Statement  of  Additional  Information  includes
additional information concerning federal taxes.

     It is intended that each Portfolio will declare and distribute dividends in
the  amounts  and at the  times  necessary  to avoid the  application  of the 4%
federal  excise  tax  imposed  on  certain  undistributed  income  of  regulated
investment  companies.  Each Portfolio will be required to pay the 4% excise tax
to the extent it does not  distribute  to its  shareholders  during any calendar
year at least 98% of its ordinary  income for the calendar  year plus 98% of its
capital gain net income for the twelve  months ended  October 31, or December 31
if elected by the Portfolio,  of such year. Certain distributions of a Portfolio
which are paid in January of a given year but are declared in the prior October,
November  or December to  shareholders  of record as of a specified  date during
such a month may be treated as having been  distributed  in December and will be
taxable to shareholders as if received in December.

     Except as  described  below with respect to  straddles,  gains or losses on
sales of securities by a Portfolio will be long-term  capital gains or losses if
the securities  have been held by the Portfolio for more than one year and other
gains or losses  on sales of  securities  will be  short-term  capital  gains or
losses.

     Certain listed  options,  futures  contracts and forward  foreign  currency
contracts are considered  "section 1256  contracts" for U.S.  federal income tax
purposes.  In general,  gain or loss  realized by a  Portfolio  on section  1256
contracts will be considered  60% long-term and 40%  short-term  capital gain or
loss.  Also,  section  1256  contracts  held by a  Portfolio  at the end of each
taxable year will be "marked to market," that is, treated for federal income tax
purposes as though sold for fair market  value on the last  business day of such
taxable year. A Portfolio can elect to exempt its section 1256  contracts  which
are part of a "mixed  straddle" (as  described  below) from the  application  of
section 1256.

     With  respect  to  over-the-counter  put  and  call  options,  gain or loss
realized  by a  Portfolio  upon the  lapse or sale of such  options  held by the
Portfolio will be either long-term or short-term  capital gain or loss depending
upon the Portfolio's holding period with respect to such option.  However,  gain
or loss  realized upon the lapse or closing out of such options that are written
by a Portfolio  will be treated as short-term  capital gain or loss. In general,
if a Portfolio  exercises an option, or an option that the Portfolio has written
is exercised,  gain or loss on the option will not be separately  recognized but
the premium received or paid will be included in the calculation of gain or loss
upon disposition of the property underlying the option.

                                     - 27 -
<PAGE>

     Any security,  option, futures contract, forward foreign currency contract,
forward commitment,  or other position entered into or held by a Portfolio which
acts as a hedge with respect to any other  position  held by the  Portfolio  may
constitute a "straddle" for federal income tax purposes.  A straddle of at least
one,  but not all,  the  positions  of which are  section  1256  contracts  will
constitute  a "mixed  straddle."  In general,  straddles  are subject to certain
rules that may affect the character and timing of a Portfolio's gains and losses
with respect to straddle positions by requiring,  among other things,  that loss
realized on  disposition  of one position of a straddle not be recognized  until
the other position in such straddle is disposed of; that the Portfolio's holding
period in straddle  positions be suspended while the straddle  exists  (possibly
resulting in gain being treated as short-term capital gain rather than long-term
capital  gain);  and that losses  recognized  with  respect to certain  straddle
positions,  which would  otherwise  constitute  short-term  capital  losses,  be
treated as long-term  capital losses.  Different  elections are available to the
Portfolios  which may mitigate the effects of the straddle  rules,  particularly
with respect to mixed straddles.

     Under section 988 of the Code,  foreign currency gain or loss realized with
respect to foreign  currency  denominated  debt  instruments  and other  foreign
currency denominated  positions held or entered into by a Portfolio,  except for
futures  contracts or options that are marked to market under Code section 1256,
will be ordinary  income or loss.  In addition,  foreign  currency  gain or loss
realized with respect to certain foreign currency "hedging" transactions will be
treated as ordinary  income or loss,  regardless of whether they would otherwise
be marked to market, under Code section 1256.

     Income received by a Portfolio from sources within foreign countries may be
subject  to  withholding  and  other  taxes  imposed  by  such  countries.   Tax
conventions  between  certain  countries  and the  United  States  may reduce or
eliminate  such taxes.  It is  impossible  to determine  the  effective  rate of
foreign  tax in  advance  since  the  amount  of each  Portfolio's  assets to be
invested in various countries is not known.

     If more than 50% of the value of a Portfolio's total assets at the close of
its taxable year consists of the stock or  securities  of foreign  corporations,
the  Portfolio  may elect to "pass  through" to its  shareholders  the amount of
foreign  income  taxes  paid  by  the  Portfolio.  Pursuant  to  such  election,
shareholders would be required:  (i) to include in gross income, even though not
actually received, their respective pro rata shares of the foreign taxes paid by
the Portfolio;  (ii) treat their income from the Portfolio as being from foreign
sources to the extent that the Portfolio's  income is from foreign sources;  and
(iii) either to deduct their pro rata share of foreign taxes in computing  their
taxable income, or to use it as a foreign tax credit against federal income (but
not both).  No deduction for foreign taxes could be claimed by a shareholder who
does not itemize deductions.

     It is anticipated that the International  Equity  Portfolio,  International
Fixed-Income  Portfolio,  International  Small Cap Portfolio,  Emerging  Markets
Portfolio,  Global Equity  Portfolio,  Bantam Value Portfolio and Emerging World
Funds  Portfolio will be operated so as to meet the  requirements of the Code to
"pass through" to shareholders of the Portfolios credits for foreign taxes paid,
although  there can be no assurance  that these  requirements  will be met. Each
shareholder will be notified within 45 days after the close of each taxable year
of the  Portfolio  whether the foreign  taxes paid by the  Portfolio  will "pass
through" for that year,  and, if so, the amount of each  shareholder's  pro rata
share of (i) the foreign taxes paid, and (ii) the Portfolio's  gross income from
foreign sources.  Of course,  shareholders who are not liable for federal income

                                     - 28 -
<PAGE>

taxes,  such as retirement  plans  qualified under section 401 of the Code, will
not be affected by any such "pass through" of foreign tax credits.

     Any  gain or  loss  realized  upon a sale  or  redemption  of  shares  of a
Portfolio  by a  shareholder  who is not a dealer in  securities  is  treated as
long-term  capital  gain or loss if the shares  have been held for more than one
year  and  otherwise  as  short-term  capital  gain or loss;  however,  any loss
realized by a  shareholder  upon the sale or redemption of shares of a Portfolio
held for six months or less is treated as  long-term  capital loss to the extent
of any long-term capital gain distribution received by the shareholder.

     Any loss  realized on a sale or  exchange of shares of a Portfolio  will be
disallowed to the extent  shares of such  Portfolio  are  reacquired  within the
61-day  period  beginning 30 days before and ending 30 days after the shares are
disposed of.

     If a  Portfolio  invests  in an entity  that is  classified  as a  "passive
foreign  investment  company"  ("PFIC")  for federal  income tax  purposes,  the
operation of certain  provisions  of the Code  applying to PFICs could result in
the imposition of certain  federal  income taxes on the Portfolio.  In addition,
gain  realized  from the sale or other  disposition  of PFIC  securities  may be
treated as ordinary income under Section 1291 of the Code.

                              SHAREHOLDER SERVICES

     A special  service is available  to banks,  brokers,  investment  advisers,
trust  companies and others who have a number of accounts in any  Portfolio.  In
addition  to the copy of the  regular  Statement  of  Account  furnished  to the
registered holder after each  transaction,  a monthly summary of accounts can be
provided. The monthly summary will show for each account the account number, the
month-end  share  balance and the dividends  and  distributions  paid during the
month. All costs of this service will be borne by the Portfolio. For information
on the special monthly summary of accounts, contact the Fund.

                  ORGANIZATION AND DESCRIPTION OF CAPITAL STOCK


     The  Fund  was  incorporated  in  Maryland  on May  17,  1991  as a  series
investment  company.  The  authorized  capital  stock  of the Fund  consists  of
1,550,000,000  shares of common  stock,  $.001 par value.  The  Fund's  Board of
Directors has authorized the issuance of the following eleven portfolios: Equity
Portfolio; International Equity Portfolio; International Fixed-Income Portfolio;
Bond Portfolio;  Strategic Yield Portfolio;  Small Cap Portfolio;  International
Small Cap Portfolio; Emerging Markets Portfolio; Global Equity Portfolio; Bantam
Value Portfolio;  and Emerging World Funds  Portfolio.  Shares of each Portfolio
are  classified  into two  classes of  shares--Retail  Shares and  Institutional
Shares.  The Board of  Directors  may, in the future,  designate  and  authorize
additional portfolios or the issuance of additional classes of capital stock.


     On January 1, 1992, the Fund, on behalf of the Equity  Portfolio,  acquired
the assets and  liabilities  of Lazard  Equity  Fund,  formerly a  portfolio  of
Scudder Fund, an open-end,  diversified  management  investment company.

                                     - 29 -
<PAGE>

     Lazard Freres has agreed to indemnify  Scudder Fund and its directors  from
any and all claims  arising out of the transfer of assets to the maximum  extent
that Scudder Fund would be so permitted by the Maryland General Corporation Law,
subject to the limitations of the Investment Company Act. In addition,  the Fund
has agreed to indemnify  Scudder Fund and its directors and officers from claims
arising out of acts or  omissions  occurring  prior to the  transfer to the same
extent that such  individuals  could have been  indemnified by Scudder Fund. If,
however,  the Fund (or the Equity Portfolio) ceases to exist,  Lazard Freres has
agreed,  in lieu of the Fund, to indemnify the directors and officers of Scudder
Fund as set forth in the next preceding sentence.




     Following  for each  Portfolio  is the  name,  address  and  percentage  of
ownership  of each  person who owns of record or is known by the Fund as of Sept
30, 1996 to own of record or beneficially 5% or more of the Institutional Shares
of  that  Portfolio:  Equity  Portfolio:  Lazard  Freres  Asset  Management,  30
Rockefeller Plaza, New York, NY 10020, 27.13%, WDB Insurance Ltd, 7 Reid St. Box
HM1624, Hamilton, Bermuda, HMGX, 10.67%;  International Equity Portfolio: Lazard
Freres Asset  Management,  30  Rockefeller  Plaza,  New York, NY 10020,  61.49%;
International  Fixed-Income  Portfolio:   Lazard  Freres  Asset  Management,  30
Rockefeller  Plaza,  New  York,  NY  10020,   10.81%;   Graphic   Communications
International Union Supplemental Retirement & Disability Fund, 1900 L Street NW,
Washington,   DC  20036-5002,   7.66%;  Bond  Portfolio:   Lazard  Freres  Asset
Management,  30  Rockefeller  Plaza,  New York, NY 10020,  34.08%;  Sachem Trust
National Association , 23 Boston Street,  Gilford,  CT. 06737, 9.91%,  Strategic
Yield Portfolio: Lazard Freres Asset Management, 30 Rockefeller Plaza, New York,
NY 10020,  36.14%;  Triarc  Companies  Inc.,  900 Third St., New York, NY 10022,
7.33% Mellon Bank, N.A., Mutual Funds, P.O. Box 320, Pittsburgh,  PA 15230-0320,
6.52%;  Small Cap  Portfolio:  Lazard Freres Asset  Management,  30  Rockefeller
Plaza, New York, NY 10020,  61.34%;  International  Small Cap Portfolio:  Lazard
Freres Asset  Management,  30  Rockefeller  Plaza,  New York, NY 10020,  66.87%;
Emerging  Markets  Portfolio:  Lazard Freres Asset  Management,  30  Rockefeller
Plaza,  New York, NY 10020,  67.10%,  Presbyterian  Church,  200 East 12 Street,
Jefferson,  Indiana,  47103, 9.66%; Bantam Value Portfolio,  Lazard Freres Asset
Management,  30 Rockefeller  Plaza, New York, New York 10020,  49.43% and Lazard
Global Equity Portfolio,  Lazard Freres Asset Management,  30 Rockefeller Plaza,
New York, NY 10020,  16.64%.  A shareholder who beneficially  owns,  directly or
indirectly,  more than 25% of a Portfolio's  voting  securities  may be deemed a
"control person" (as defined in the Investment Company Act) of the Portfolios.




     Certain of the  stockholders  of the Portfolios  are investment  management
clients of the  Investment  Manager that have entered into  agreements  with the
Investment  Manager  pursuant to which the  Investment  Manager  has  investment
discretion  and  voting  power over any assets  held in the  clients'  accounts,
including any shares of the  Portfolios.  Accordingly,  for purposes of the list
above,  the Fund considered the Investment  Manager to be a beneficial  owner of
any  shares  of the  Portfolios  held in  management  accounts  on behalf of its
investment management clients.

     Generally,  all  shares of the Fund have  equal  voting  rights and will be
voted in the  aggregate,  and not by  class,  except  where  voting  by class is
required by law or where the matter involved  affects only one class. As used in

                                     - 30 -
<PAGE>

the Prospectus and in this  Statement of Additional  Information,  the vote of a
majority  of the  Fund's  outstanding  voting  securities  means the vote of the
lesser of (i) 67% of the Fund's shares  represented  at a meeting if the holders
of more than 50% of the outstanding shares are present in person or by proxy, or
(ii) more than 50% of the Fund's  outstanding  shares and the vote of a majority
of a Portfolio's  outstanding  voting securities means the vote of the lesser of
(i) 67% of the shares of the Portfolio  represented  at a meeting if the holders
of more than 50% of the  outstanding  shares of the  Portfolio  are  present  in
person or by  proxy,  or (ii)  more  than 50% of the  outstanding  shares of the
Portfolio.  Shareholders  are entitled to one vote for each full share held, and
fractional votes for fractional shares held.




     Each share of the  applicable  Class of a Portfolio of the Fund is entitled
to such  dividends  and  distributions  out of the  income  earned on the assets
belonging  to that  Portfolio as are  declared in the  discretion  of the Fund's
Board of Directors.  In the event of the liquidation or dissolution of the Fund,
shares  of each  Class  of a  Portfolio  are  entitled  to  receive  the  assets
attributable  to the  applicable  Class of that Portfolio that are available for
distribution based upon the relative net assets of the applicable Class.




     Shareholders are not entitled to any preemptive  rights.  All shares,  when
issued, will be fully paid and non-assessable by the Fund.


                                      OTHER

     The  Registration  Statement,  including the  Prospectus,  the Statement of
Additional Information and the exhibits filed therewith,  may be examined at the
office  of the  Commission  in  Washington,  D.C.  Statements  contained  in the
Prospectus or the Statement of Additional  Information as to the contents of any
contract  or other  document  referred  to herein or in the  Prospectus  are not
necessarily  complete,  and, in each instance,  reference is made to the copy of
such  contract  or  other  document  filed  as an  exhibit  to the  Registration
Statement,  each  such  statement  being  qualified  in  all  respects  by  such
reference.

                                    CUSTODIAN


     As the Fund's custodian, State Street Bank, among other things, maintains a
custody account or accounts in the name of each Portfolio; receives and delivers
all assets for each Portfolio upon purchase and upon sale or maturity;  collects
and receives all income and other payments and  distributions  on account of the
assets of each Portfolio and disburses the Portfolio's  assets in payment of its
expenses.  The  custodian  does not  determine  the  investment  policies of any
Portfolio or decide which securities any Portfolio will buy or sell.




                       COUNSEL AND INDEPENDENT ACCOUNTANTS

     Legal  matters in  connection  with the  issuance of the shares of the Fund
offered  hereby will be passed upon by Stroock & Stroock & Lavan,  Seven Hanover
Square, New York, New York 10004-2696.


                                     - 31 -
<PAGE>

     ABA Seymour  Schneidman  Financial  Services  Group,  a division of Anchin,
Block & Anchin LLP, has been  selected as the  independent  accountants  for the
Fund.


                        YIELD AND TOTAL RETURN QUOTATIONS

     From time to time,  the Fund may advertise  "yield,"  "actual  distribution
rate"  and  "total  return"  quotations  for one or more  of the  Portfolios.  A
Portfolio's  "yield"  for any 30-day  period is  computed  by  dividing  the net
investment  income per share  earned  during such  period by the maximum  public
offering  price per share on the last day of the  period,  and then  annualizing
such 30-day yield in  accordance  with a formula  prescribed  by the  Commission
which  provides for  compounding on a semi-annual  basis. A Portfolio's  "actual
distribution  rate" is computed  in the same manner as yield  except that actual
income dividends declared per share during the period in question is substituted
for net  investment  income per share.  Advertisements  of a Portfolio's  "total
return"  disclose a Portfolio's  average annual  compounded total return for its
most recently  completed one-,  five- and ten-year  periods (or the period since
the Portfolio's  inception).  A Portfolio's total return for each such period is
computed by finding,  through the use of a formula prescribed by the Commission,
the average annual  compounded  rate of return over the period that would equate
an assumed initial amount invested to the value of such investment at the end of
the period. For purposes of computing total return, income dividends and capital
gains  distributions  paid on shares of a  Portfolio  are  assumed  to have been
reinvested when received.


     The  yield  for the  30-day  period  ended  June 30,  1996  and the  actual
distribution rate for such period for the Institutional Shares of each Portfolio
indicated below was as follows:

Name of Portfolio                       30-Day Yield        Distribution Rate
- -----------------                       ------------        -----------------

Bond                                        6.1%                 0.44%
International Fixed-Income                  5.3%                 0.43%
Strategic Yield                             8.7%                 0.50%

     The average annual total return of  Institutional  Shares for the indicated
Portfolio and periods ended June 30, 1996 was as follows:

Name of Portfolio                  1-Year         5-Year         10-Year
- -----------------                  ------         ------         -------


Equity                             25.3%          17.7%           13.5%(8)
International Equity               18.2%           9.9%(1)         N/A
International Fixed-Income          0.9%           9.4%(2)         N/A
Bond                                4.5%           6.2%(3)         N/A
Strategic Yield                    12.2%           8.4%(4)         N/A
Small Cap                          15.6%          20.0%(5)         N/A
International Small Cap            11.3%           5.7%(6)         N/A
Emerging Markets                   22.2%           5.8%(7)         N/A

_________________
(1) For the period October 29, 1991 through June 30, 1996.
(2) For the period November 8, 1991 through June 30, 1996.
(3) For the period November 12, 1991 through June 30, 1996.
(4) For the period October 1, 1991 throgh June 30, 1996.
(5) For the period October 30, 1991 through June 30, 1996.
(6) For the period December 1, 1993 through June 30, 1996.
(7) For the period July 15, 1994 through June 30, 1996.
(8) For the period June 1, 1987 through June 30, 1996.


                                      -32-

<PAGE>

     The total return of  Institutional  Shares for the indicated  Portfolio for
the  period  from  inception  of the  Portfolio  through   June 30, 1996  was as
follows:

Name of Portfolio           Total Return from Inception
- -----------------           ---------------------------

Equity                                  214.1%(1)
International Equity                     55.2%(2)
International Fixed-Income               51.8%(3)
Bond                                     32.2%(4)
Strategic Yield                          46.4%(5)
Small Cap                               133.8%(6)
International Small Cap                  15.3%(7)
Emerging Markets                         11.7%(8)
Global Equity                             5.3%(9)
Bantam Value                             17.7%(10)
_________________


(1)  For the period June 1, 1987 (commencement of operations)  through  June 30,
     1996.

(2)  For the period October 29, 1991 (commencement of operations)  through  June
     30, 1996.

(3)  For the period November 8, 1991 (commencement of operations)  through  June
     30, 1996.

(4)  For the period November 12, 1991 (commencement of operations) through  June
     30, 1996.

(5)  For the period October 1, 1991  (commencement of operations)  through  June
     30, 1996.

(6)  For the period October 30, 1991 (commencement of operations)  through  June
     30, 1996.

(7)  For the period December 1, 1993 (commencement of operations)  through  June
     30, 1996.

(8)  For the period July 15, 1994 (commencement of operations) through  June 30,
     1996.

(9)  For the period  January 3,  1996  (commencement  of operations)  through
     June 30, 1996.

(10) For the period  March 1,  1996  (commencement  of operations)  through
     June 30, 1996.



     A  Portfolio's  yield,  actual  distribution  rate and total return are not
fixed and will  fluctuate in response to  prevailing  market  conditions or as a
function of the type and quality of the securities held by such  Portfolio,  its
average portfolio maturity and its expenses. Yield, actual distribution rate and
total return  information is useful in reviewing a Portfolio's  performance  and
such  information may provide a basis for comparison with other  investments but
such  information  may not provide a basis for comparison  with  certificates of
deposit,  which pay a fixed rate of return, or money market funds,  which seek a
stable net asset value.  Investment  return and principal value of an investment
in a Portfolio will fluctuate so that an investor's shares,  when redeemed,  may
be worth more or less than their original cost.


     Performance of each Class will be calculated  separately and will take into
account any applicable  distribution and service fees. As a result, at any given
time, the performance of Retail Shares should be expect to be lower than that of
Institutional Shares.


     No  performance  data is provided  for the Emerging  World Funds  Portfolio
which had not commenced  operations as of the date  performance  information was
calculated or for the Retail Shares of any Portfolio  which had not been offered
as of the date hereof.



                                     - 33 -
<PAGE>


                                                                      APPENDIX A

                           DESCRIPTION OF OBLIGATIONS
                     ISSUED OR GUARANTEED BY U.S. GOVERNMENT
                          AGENCIES OR INSTRUMENTALITIES


     FEDERAL  FARM  CREDIT  SYSTEM  NOTES  AND  BONDS--are  bonds  issued  by  a
cooperatively  owned nationwide  system of banks and associations  supervised by
the Farm Credit  Administration,  an independent agency of the U.S.  Government.
These bonds are not guaranteed by the U.S. Government.

     MARITIME  ADMINISTRATION  BONDS--are  bonds  issued  and  provided  by  the
Department of  Transportation  of the U.S.  Government and are guaranteed by the
U.S. Government.

     FHA DEBENTURES--are debentures issued by the Federal Housing Administration
of the U.S. Government and are guaranteed by the U.S. Government.

     GNMA CERTIFICATES--are mortgage-backed securities which represent a partial
ownership  interest  in a pool of  mortgage  loans  issued  by  lenders  such as
mortgage  bankers,  commercial  banks and  savings and loan  associations.  Each
mortgage  loan  included in the pool is either  insured by the  Federal  Housing
Administration or guaranteed by the Veterans Administration.

     FHLMC  BONDS--are  bonds  issued and  guaranteed  by the Federal  Home Loan
Mortgage Corporation.

     FNMA  BONDS--are  bonds  issued  and  guaranteed  by the  Federal  National
Mortgage Association.

     FEDERAL HOME LOAN BANK NOTES AND  BONDS--are  notes and bonds issued by the
Federal Home Loan Bank System and are not guaranteed by the U.S. Government.

              STUDENT  LOAN  MARKETING  ASSOCIATION  ("SALLIE  MAE")  NOTES  AND
     BONDS--are   notes  and  bonds  issued  by  the  Student   Loan   Marketing
Association.

     Although  this list  includes a  description  of the primary  types of U.S.
Government agency or instrumentality  obligations in which the Portfolios intend
to invest,  each Portfolio may invest in obligations of U.S. Government agencies
or instrumentalities other than those listed above.


                                     - 34 -
<PAGE>


                                                                      APPENDIX B

                    FUTURES CONTRACTS AND OPTIONS ON FUTURES
                        CONTRACTS AND FOREIGN CURRENCIES


FUTURES CONTRACTS

     Each  of  the  International   Fixed-Income   Portfolio,   Bond  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio,  Bantam Value  Portfolio and Emerging World Funds Portfolio may enter
into  contracts  for the  purchase or sale for future  delivery of  fixed-income
securities or contracts based on financial  indices  including any index of U.S.
Government   Securities  or  corporate  debt   securities.   In  addition,   the
International   Fixed-Income  Portfolio,   International  Small  Cap  Portfolio,
Emerging  Markets  Portfolio,  Global Equity  Portfolio and Emerging World Funds
Portfolio may enter into contracts for the purchase or sale for future  delivery
of foreign  currencies.  U.S. futures  contracts have been designed by exchanges
which have been designated  "contracts markets" by the Commodity Futures Trading
Commission ("CFTC"), and must be executed through a futures commission merchant,
or brokerage firm, which is a member of the relevant  contract  market.  Futures
contracts  trade on a number of exchange  markets,  and,  through their clearing
corporations,  the exchanges  guarantee  performance of the contracts as between
the clearing  members of the exchange.  Each of the  International  Fixed-Income
Portfolio, Bond Portfolio,  International Small Cap Portfolio,  Emerging Markets
Portfolio,  Global Equity  Portfolio,  Bantam Value Portfolio and Emerging World
Funds  Portfolio  may  enter  into  futures  contracts  which  are based on debt
securities that are backed by the full faith and credit of the U.S.  Government,
such as long-term U.S.  Treasury  Bonds,  Treasury  Notes,  Government  National
Mortgage  Association  modified  pass-through   mortgage-backed  securities  and
three-month U.S. Treasury Bills. The International  Fixed-Income Portfolio, Bond
Portfolio, International Small Cap Portfolio, Emerging Markets Portfolio, Global
Equity Portfolio,  Bantam Value Portfolio and Emerging World Funds Portfolio may
also enter into  futures  contracts  which are based on bonds issued by entities
other than the U.S. government.

     At the same time a futures  contract is  purchased or sold,  the  Portfolio
must allocate cash or securities as a deposit payment ("initial deposit"). It is
expected  that the  initial  deposit  would be  approximately  1-1/2% to 5% of a
contract's face value. Daily thereafter,  the futures contract is valued and the
payment of  "variation  margin" would be required if there has been a decline in
the contract's value.

     At the  time  of  delivery  of  securities  pursuant  to  such a  contract,
adjustments are made to recognize differences in value arising from the delivery
of  securities  with a  different  interest  rate  from  that  specified  in the
contract.  In some cases,  securities  called for by a futures  contract may not
have been issued when the contract was written.

     Although  futures  contracts by their terms call for the actual delivery or
acquisition of securities, in most cases the contractual obligation is fulfilled
before the date of the contract  without  having to make or take delivery of the
securities. The offsetting of a contractual obligation is accomplished by buying
(or selling, as the case may be) on a commodities  exchange an identical futures
contract  calling for delivery in the same month.  Such a transaction,  which is
effected through a member of an exchange, cancels the obligation to make or take
delivery of the  securities.  Since all  transactions  in the futures market are
made, offset or fulfilled  through a clearinghouse  associated with the exchange

                                     - 35 -
<PAGE>

on which the contracts are traded, the International  Fixed-Income Portfolio and
the Bond Portfolio will incur  brokerage fees when they purchase or sell futures
contracts.

     The purpose of the acquisition or sale of a futures contract in the case of
a Portfolio,  which holds or intends to acquire fixed-income  securities,  is to
attempt to protect  the  Portfolio  from  fluctuations  in  interest  or foreign
exchange rates without  actually  buying or selling  fixed-income  securities or
foreign currency.  For example, if interest rates were expected to increase, the
Portfolio  might enter into futures  contracts for the sale of debt  securities.
Such a sale would have much the same  effect as selling an  equivalent  value of
the debt securities owned by the Portfolio.  If interest rates did increase, the
value of the debt  securities in the Portfolio  would decline,  but the value of
the futures  contracts to the Portfolio would increase at approximately the same
rate,  thereby  keeping the net asset value of the Portfolio  from  declining as
much as it otherwise would have. The Portfolio could accomplish  similar results
by selling debt  securities  and investing in bonds with short  maturities  when
interest  rates are expected to increase;  however,  since the futures market is
more liquid than the cash market,  the use of futures contracts as an investment
technique  allows the Portfolio to maintain a defensive  position without having
to sell its portfolio securities.

     Similarly,  when it is expected  that interest  rates may decline,  futures
contracts may be purchased to attempt to hedge against anticipated  purchases of
debt securities at higher prices. Since the fluctuations in the value of futures
contracts  should be similar to those of debt  securities,  the Portfolio  could
take advantage of the anticipated  rise in the value of debt securities  without
actually buying them until the market had stabilized.  At that time, the futures
contracts  could be liquidated and the Portfolio  could then buy debt securities
on the cash market.  To the extent a Portfolio enters into futures contracts for
this purpose, the assets in the segregated asset account maintained to cover the
Portfolio's  obligations with respect to such futures  contracts will consist of
cash, U.S. Government  Securities,  cash equivalents or high quality liquid debt
securities  from its portfolio in an amount equal to the difference  between the
fluctuating  market value of such futures  contracts and the aggregate  value of
the initial and variation  margin payments made by the Portfolio with respect to
such futures contracts.

     The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets,  are subject to distortions.  First,
all  participants  in the  futures  market are  subject to initial  deposit  and
variation margin  requirements.  Rather than meeting additional variation margin
requirements,   investors  may  close  futures  contracts   through   offsetting
transactions  which could distort the normal  relationship  between the cash and
futures  markets.  Second,  the  liquidity  of the  futures  market  depends  on
participants entering into offsetting  transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery,  liquidity
in the futures market could be reduced, thus producing  distortion.  Third, from
the point of view of speculators, the margin deposit requirements in the futures
market are less  onerous  than margin  requirements  in the  securities  market.
Therefore,  increased  participation  by  speculators  in the futures market may
cause  temporary  price  distortions.  Due to the  possibility of distortion,  a
correct forecast of general  interest rate trends by the Investment  Manager may
still not result in a successful transaction.

     In addition,  futures  contracts  entail risks.  Although the Fund believes
that  use of such  contracts  will  benefit  the  Portfolio,  if the  Investment
Manager's  investment  judgment about the general direction of interest rates is
incorrect,  the overall  performance of the Portfolio would be poorer than if it

                                     - 36 -
<PAGE>

had not entered into any such  contracts.  For  example,  if the  Portfolio  has
hedged  against the  possibility  of an  increase in interest  rates which would
adversely affect the price of debt securities held in its portfolio and interest
rates  decrease  instead,  the Portfolio will lose part or all of the benefit of
the increased value of its debt  securities  which it has hedged because it will
have  offsetting  losses  in  its  futures  positions.   In  addition,  in  such
situations,  if the  Portfolio has  insufficient  cash, it may have to sell debt
securities from its portfolio to meet daily variation margin requirements.  Such
sales of bonds may be, but will not  necessarily  be, at increased  prices which
reflect the rising market.  The Portfolio may have to sell  securities at a time
when it may be disadvantageous to do so.

OPTIONS ON FUTURES CONTRACTS

     Each  of  the  International   Fixed-Income   Portfolio,   Bond  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio,  Bantam  Value  Portfolio  and  Emerging  World Funds  Portfolio  may
purchase  and write  options on futures  contracts  for  hedging  purposes.  The
purchase of a call option on a futures  contract is similar in some  respects to
the  purchase  of a call  option on an  individual  security.  Depending  on the
pricing of the option compared to either the price of the futures  contract upon
which it is based or the price of the underlying debt securities,  it may or may
not be less risky than  ownership  of the futures  contract or  underlying  debt
securities. As with the purchase of futures contracts, when the Portfolio is not
fully  invested  it may  purchase a call  option on a futures  contract to hedge
against a market advance due to declining interest rates.

     The writing of a call option on a futures  contract  constitutes  a partial
hedge  against  declining  prices of the security or foreign  currency  which is
deliverable  upon  exercise of the  futures  contract.  If the futures  price at
expiration of the option is below the exercise price,  the Portfolio will retain
the full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Portfolio's investment portfolio holdings.
The writing of a put option on a futures  contract  constitutes  a partial hedge
against  increasing  prices  of  the  security  or  foreign  currency  which  is
deliverable  upon  exercise of the  futures  contract.  If the futures  price at
expiration of the option is higher than the exercise  price,  the Portfolio will
retain the full  amount of the option  premium  which  provides a partial  hedge
against any increase in the price of securities  which the Portfolio  intends to
purchase. If a put or call option that a Portfolio has written is exercised, the
Portfolio  will incur a loss which will be reduced by the amount of the  premium
it receives. Depending on the degree of correlation between changes in the value
of its portfolio securities and changes in the value of its futures positions, a
Portfolio's  losses  from  existing  options  on futures  may to some  extent be
reduced or increased by changes in the value of its portfolio securities.

     The  purchase  of a put  option on a futures  contract  is  similar in some
respects to the purchase of protective put options on portfolio securities.  For
example,  one of the Portfolios may purchase a put option on a futures  contract
to hedge  the  Portfolio's  investment  portfolio  against  the  risk of  rising
interest rates.

     The amount of risk the  Portfolio  assumes when it purchases an option on a
futures  contract is the premium  paid for the option plus  related  transaction
costs. In addition to the correlation  risks discussed above, the purchase of an

                                     - 37 -
<PAGE>


option also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.

OPTIONS ON FOREIGN CURRENCIES

     Each  of  the  International   Fixed-Income   Portfolio,   Strategic  Yield
Portfolio, International Small Cap Portfolio, Emerging Markets Portfolio, Global
Equity  Portfolio  and  Emerging  World Funds  Portfolio  may purchase and write
options  on foreign  currencies  in a manner  similar  to that in which  futures
contracts on foreign  currencies,  or forward contracts,  will be utilized.  For
example,  a decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign  currency  remains  constant.  In order to protect
against such diminutions in the value of portfolio securities,  these Portfolios
may purchase put options on the foreign  currency.  If the value of the currency
does  decline,  the  Portfolio  will have the right to sell such  currency for a
fixed  amount in  dollars  and will  thereby  offset,  in whole or in part,  the
adverse effect on its portfolio which otherwise would have resulted.

     Conversely,  where  a rise in the  dollar  value  of a  currency  in  which
securities to be acquired are denominated is projected,  thereby  increasing the
cost of such securities,  the Portfolio may purchase call options  thereon.  The
purchase of such options could offset,  at least partially,  the adverse effects
of such movements in exchange  rates.  As in the case of other types of options,
however,  the  benefit  to the  Portfolio  deriving  from  purchases  of foreign
currency  options  will be  reduced  by the amount of the  premium  and  related
transaction costs. In addition, where currency exchange rates do not move in the
direction or to the extent  anticipated  the Portfolio  could sustain  losses on
transactions  in foreign  currency  options  which would  require it to forego a
portion or all of the benefits of advantageous changes in such rates.

     The  International  Fixed-Income  Portfolio,   Strategic  Yield  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio  and  Emerging  World  Funds  Portfolio  may write  options on foreign
currencies  for the same types of hedging  purposes.  For example,  where one of
these  Portfolios  anticipates a decline in the dollar value of foreign currency
denominated  securities due to adverse  fluctuations in exchange rates it could,
instead  of  purchasing  a put  option,  write  a call  option  on the  relevant
currency.  If the expected  decline  occurs,  the option will most likely not be
exercised, and the diminution in value of portfolio securities will be offset by
the amount of the premium received.

     Similarly,  instead  of  purchasing  a call  option  to  hedge  against  an
anticipated  increase  in the dollar  cost of  securities  to be  acquired,  the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner  projected,  will expire  unexercised  and allow the  Portfolio to
hedge such  increased  cost up to the amount of the  premium.  As in the case of
other types of options,  however,  the writing of a foreign currency option will
constitute  only a partial  hedge up to the amount of the  premium,  and only if
rates move in the expected direction.  If this does not occur, the option may be
exercised and the Portfolio would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the  writing  of options on foreign  currencies,  these  Portfolios  also may be
required to forego all or a portion of the benefits  which might  otherwise have
been obtained from favorable movements in exchange rates.

     The  International  Fixed-Income  Portfolio,   Strategic  Yield  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio and Emerging  World Funds  Portfolio may write covered call options on

                                     - 38 -
<PAGE>

foreign currencies.  A call option written on a foreign currency is "covered" if
the Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash  consideration (or for additional cash  consideration  held in a segregated
account by the Fund's  Custodian)  upon  conversion or exchange of other foreign
currency held in its portfolio. A call option is also "covered" if the Portfolio
has a call on the same foreign  currency and in the same principal amount as the
call written  where the exercise  price of the call held (a) is equal to or less
than the exercise  price of the call written or (b) is greater than the exercise
price of the call written if the  difference  is  maintained by the Portfolio in
cash, U.S.  Government  Securities and other high quality liquid debt securities
in a segregated account with the Fund's Custodian.

     The  International  Fixed-Income  Portfolio,   Strategic  Yield  Portfolio,
International  Small Cap Portfolio,  Emerging Markets  Portfolio,  Global Equity
Portfolio  and  Emerging  World Funds  Portfolio  also may write call options on
foreign  currencies  that are not covered  for  cross-hedging  purposes.  A call
option on a foreign currency is for cross-hedging purposes if it is not covered,
but is designed to provide a hedge against a decline in the U.S. dollar value of
a security  which the  Portfolio  owns or has the right to acquire  and which is
denominated  in the currency  underlying  the option due to an adverse change in
the exchange  rate.  In such  circumstances,  the Portfolio  collateralizes  the
option by maintaining in a segregated  account with the Fund's Custodian,  cash,
U.S.  Government  Securities or other high quality liquid debt  securities in an
amount  not less  than the  value of the  underlying  foreign  currency  in U.S.
dollars marked to market daily.

      ADDITIONAL RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS
                        AND OPTIONS ON FOREIGN CURRENCIES

     Unlike transactions in futures contracts, options on foreign currencies and
forward  contracts are not traded on contract  markets  regulated by the CFTC or
(with the exception of certain foreign  currency  options) by the Securities and
Exchange  Commission (the "Commission").  To the contrary,  such instruments are
traded through financial institutions acting as market-makers,  although foreign
currency options are also traded on certain national securities exchanges,  such
as the  Philadelphia  Stock  Exchange and the Chicago  Board  Options  Exchange,
subject to regulation by the Commission. Similarly, options on currencies may be
traded over-the-counter. In an over-the-counter trading environment, many of the
protections  afforded  to  exchange  participants  will  not be  available.  For
example,  there  are no daily  price  fluctuation  limits,  and  adverse  market
movements could therefore continue to an unlimited extent over a period of time.
Although  the  purchaser  of an option  cannot  lose more than the amount of the
premium  plus  related  transaction  costs,  this entire  amount  could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially  in excess of their  initial  investments,  due to the  margin and
collateral requirements associated with such positions.

     Options on foreign currencies traded on national  securities  exchanges are
within the  jurisdiction of the Commission,  as are other  securities  traded on
such  exchanges.  As a result,  many of the  protections  provided to traders on
organized  exchanges  will be available  with respect to such  transactions.  In
particular,  all foreign  currency option  positions  entered into on a national
securities   exchange  are  cleared  and  guaranteed  by  the  Options  Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default. Further,
a liquid  secondary market in options traded on a national  securities  exchange
may be more readily available than in the over-the-counter  market,  potentially

                                     - 39 -
<PAGE>

permitting  the  Portfolio  to  liquidate  open  positions  at a profit prior to
exercise  or  expiration,  or to limit  losses  in the event of  adverse  market
movements.

     The purchase and sale of exchange-traded foreign currency options, however,
is  subject  to the  risks  of the  availability  of a liquid  secondary  market
described  above,  as well as the  risks  regarding  adverse  market  movements,
margining  of  options  written,  the  nature of the  foreign  currency  market,
possible  intervention  by  governmental  authorities  and the  effects of other
political and economic events. In addition,  exchange-traded  options on foreign
currencies involve certain risks not presented by the  over-the-counter  market.
For example,  exercise and  settlement of such options must be made  exclusively
through the OCC,  which has  established  banking  relationships  in  applicable
foreign countries for this purpose.  As a result,  the OCC may, if it determines
that  foreign  governmental  restrictions  or taxes  would  prevent  the orderly
settlement  of  foreign  currency  option  exercises,  or would  result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and  settlement,  such as  technical  changes in the  mechanics  of  delivery of
currency, the fixing of dollar settlement prices or prohibitions on exercise.

     In  addition,  futures  contracts,  options on futures  contracts,  forward
contracts and options on foreign  currencies may be traded on foreign exchanges.
Such  transactions  are subject to the risk of  governmental  actions  affecting
trading in or the prices of foreign currencies or securities.  The value of such
positions  also  could  be  adversely  affected  by (i)  other  complex  foreign
political  and economic  factors,  (ii) lesser  availability  than in the United
States  of  data on  which  to  make  trading  decisions,  (iii)  delays  in the
Portfolio's  ability to act upon economic  events  occurring in foreign  markets
during nonbusiness hours in the United States,  (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.

                                     - 40 -
<PAGE>

- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                DESCRIPTION                    SHARES           VALUE
- ---------------------------------------------------------------
<S>                                          <C>             <C>
LAZARD EQUITY PORTFOLIO
COMMON STOCKS--94.4%
AEROSPACE & DEFENSE--3.3%
   Lockheed Martin Corp. ..................       52,000     $  4,368,000
   McDonnell Douglas Corp. ................       82,600        4,006,100
                                                             ------------
                                                                8,374,100
                                                             ------------
AGRICULTURAL MACHINERY--1.3%
   Deere & Co. ............................       83,100        3,324,000
                                                             ------------
AIRLINE--1.5%
   AMR Corp. (a)...........................       41,600        3,785,600
                                                             ------------
AUTOMOTIVE--2.8%
   Chrysler Corp. .........................       63,900        3,961,800
   General Motors Corp. ...................       57,600        3,016,800
                                                             ------------
                                                                6,978,600
                                                             ------------
BANKS--8.5%
   Bank of New York Company, Inc. .........       75,000        3,843,750
   BankAmerica Corp. ......................       34,500        2,613,375
   Chase Manhattan Corp. (New).............       77,012        5,438,972
   NationsBank Corp. ......................       44,900        3,709,863
   Summit Bancorp..........................       82,200        2,887,275
   Wells Fargo & Co. ......................       11,733        2,802,720
                                                             ------------
                                                               21,295,955
                                                             ------------
BEVERAGES--1.0%
   Cadbury Schweppes PLC (b)...............       77,500        2,499,375
                                                             ------------
BROADCASTING--1.6%
   Viacom, Inc. Class B (a)................      101,600        3,949,700
                                                             ------------
CHEMICALS & PLASTICS--3.8%
   Du Pont (E.I.) De Nemours & Co. ........       56,000        4,431,000
   Hercules, Inc. .........................       41,900        2,314,975
   W. R. Grace & Co. ......................       37,100        2,629,462
                                                             ------------
                                                                9,375,437
                                                             ------------
COMMERCIAL SERVICES--1.1%
   WMX Technologies, Inc. .................       83,200        2,724,800
                                                             ------------
COMMUNICATION SERVICES--5.3%
   AT&T Corp. .............................       92,700        5,747,400
   Tele-Communications, Inc. (New) TCI
     Group Series A (a)....................      254,200        4,607,375
   U S West, Inc. (a)......................      157,900        2,881,675
                                                             ------------
                                                               13,236,450
                                                             ------------
COMPUTERS & BUSINESS EQUIPMENT--2.0%
   Digital Equipment Corp. (a).............      109,400        4,923,000
                                                             ------------
CONSUMER GOODS--1.5%
   Dial Corp. .............................      129,700        3,712,663
                                                             ------------
DRUGS & HEALTH CARE--4.6%
   Astra AB (b)............................       74,200        3,246,250
   Columbia/HCA Healthcare Corp. ..........       82,625        4,410,109
   Pharmacia & Upjohn, Inc. ...............       87,500        3,882,813
                                                             ------------
                                                               11,539,172
                                                             ------------
ELECTRICAL EQUIPMENT--1.3%
   Arrow Electronics, Inc. (a).............       75,800        3,268,875
                                                             ------------
ENERGY--7.0%
   Amoco Corp. ............................       31,500        2,279,812
   Kerr-McGee Corp. .......................       40,000        2,435,000
 
<CAPTION>
                DESCRIPTION                    SHARES           VALUE
- ---------------------------------------------------------------
<S>                                          <C>             <C>
   Mobil Corp. ............................       56,000     $  6,279,000
   Noble Affiliates, Inc. .................       64,900        2,449,975
   Royal Dutch Petroleum Co. (b)...........       26,800        4,120,500
                                                             ------------
                                                               17,564,287
                                                             ------------
ENTERTAINMENT--3.5%
   Brunswick Corp. ........................      157,600        3,152,000
   Carnival Corp. Class A..................       94,600        2,731,575
   ITT Corp. (New) (a).....................       43,900        2,908,375
                                                             ------------
                                                                8,791,950
                                                             ------------
FINANCIAL SERVICES--1.6%
   Travelers Group, Inc. ..................       86,100        3,928,313
                                                             ------------
FOOD PROCESSING--3.0%
   Archer Daniels Midland Co. .............      206,900        3,956,962
   IBP, Inc. ..............................      132,500        3,660,313
                                                             ------------
                                                                7,617,275
                                                             ------------
INDUSTRIAL & MACHINERY--0.7%
   ITT Industries, Inc. ...................       73,200        1,839,150
                                                             ------------
INSURANCE--7.2%
   Aetna Life & Casualty Co. ..............       51,100        3,653,650
   Allstate Corp. .........................       66,499        3,034,017
   Cigna Corp. ............................       26,900        3,170,837
   Exel Ltd. ..............................       49,400        3,482,700
   ITT Hartford Group, Inc. ...............       86,800        4,622,100
                                                             ------------
                                                               17,963,304
                                                             ------------
MANUFACTURING--4.4%
   Allied Signal, Inc. ....................       78,200        4,467,175
   General Electric Co. ...................       75,200        6,504,800
                                                             ------------
                                                               10,971,975
                                                             ------------
MEDICAL SUPPLIES--1.5%
   Baxter International, Inc. .............       77,000        3,638,250
                                                             ------------
OFFICE EQUIPMENT--1.3%
   Xerox Corp. ............................       62,400        3,338,400
                                                             ------------
PAPER PRODUCTS--2.6%
   Champion International Corp. ...........       71,700        2,993,475
   Kimberly-Clark Corp. ...................       45,706        3,530,789
                                                             ------------
                                                                6,524,264
                                                             ------------
RETAIL--7.1%
   Federated Department Stores, Inc. (a)...      104,200        3,555,825
   Nordstrom, Inc. ........................       52,400        2,331,800
   Sears Roebuck & Co. ....................       89,200        4,337,350
   Wal-Mart Stores, Inc. ..................      147,900        3,752,962
   Woolworth Corp. ........................      164,100        3,692,250
                                                             ------------
                                                               17,670,187
                                                             ------------
SAVINGS & LOAN--0.8%
   Great Western Financial Corp. ..........       78,800        1,881,350
                                                             ------------
TECHNOLOGY--7.2%
   Advanced Micro Devices, Inc. (a)........      130,700        1,780,788
   General Instrument Corp. (a)............      127,000        3,667,125
   Intel Corp. ............................       36,200        2,658,437
   International Business Machines
     Corp. ................................       47,200        4,672,800
   LSI Logic Corp. (a).....................      134,400        3,494,400
   SGS-Thomson Microelectronics NV (a).....       50,000        1,793,750
                                                             ------------
                                                               18,067,300
                                                             ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        F-1
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                DESCRIPTION                    SHARES           VALUE
- ---------------------------------------------------------------
<S>                                          <C>             <C>
LAZARD EQUITY PORTFOLIO (CONTINUED)
TOBACCO--4.4%
   Philip Morris Companies, Inc. ..........       75,100     $  7,810,400
   UST, Inc. ..............................       91,300        3,127,025
                                                             ------------
                                                               10,937,425
                                                             ------------
TRANSPORTATION--0.8%
   Burlington Northern Santa Fe............       24,800        2,005,700
                                                             ------------
UTILITIES--1.7%
   National Power PLC (b)..................      172,500        4,204,688
                                                             ------------
TOTAL COMMON STOCKS
 (Identified cost $202,005,588)............                   235,931,545
                                                             ------------
PREFERRED STOCKS--1.2%
 (Identified cost $2,626,127)
FINANCIAL SERVICES--1.2%
   Time Warner Financing Trust.............       82,500        2,970,000
                                                             ------------
 
<CAPTION>
                                              PRINCIPAL
                DESCRIPTION                    AMOUNT           VALUE
- ---------------------------------------------------------------
<S>                                          <C>             <C>
DISCOUNT NOTES--4.3%
 (Identified cost $10,662,769)
   Federal Home Loan Bank Discount Notes,
     5.28%, 7/12/96........................  $10,680,000     $ 10,662,770
                                                             ------------
TOTAL INVESTMENTS
 (Identified cost $215,294,484) (c)........         99.9%     249,564,315
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES...............................          0.1          334,378
                                                    ----       ----------
NET ASSETS.................................        100.0%    $249,898,693
                                                    ----       ----------
                                                    ----       ----------
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) The aggregate cost for federal income tax purposes is $215,294,484;
    aggregate gross unrealized appreciation is $37,895,718 and aggregate gross
    unrealized depreciation is $3,625,887, resulting in net unrealized
    appreciation of $34,269,831.
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                  LAZARD INTERNATIONAL EQUITY PORTFOLIO
 
<CAPTION>
<S>                                        <C>             <C>
COMMON STOCKS* --92.9%
AUSTRALIA--2.3%
   Coles Myer, Ltd. .....................    2,164,500     $    7,858,538
   Westpac Bank Corp. ...................    6,221,600         27,526,608
                                                           --------------
   TOTAL AUSTRALIA.......................                      35,385,146
                                                           --------------
DENMARK--1.0%
   Unidanmark Class A....................      343,800         15,962,038
                                                           --------------
FINLAND--1.5%
   Kymmene OY (a)........................    1,120,300         23,244,846
                                                           --------------
FRANCE--13.4%
   Accor SA..............................      110,959         15,532,017
   Alcatel Alsthom (Cie Gen El)..........      487,100         42,520,394
   Banque Nationale de Paris.............      493,922         17,351,992
   Cie de Saint Gobain...................      218,900         29,322,284
   Generale des Eaux.....................      263,292         29,433,257
   Rhone-Poulenc A (New).................       16,690            439,023
   Rhone-Poulenc SA......................    1,064,300         27,933,840
   Roussel Uclaf 144A (b)................      131,300         15,493,400
   Societe Nationale Elf Aquitaine.......      218,300         16,068,197
   Total SA Class B......................      232,281         17,241,793
                                                           --------------
   TOTAL FRANCE..........................                     211,336,197
                                                           --------------
GERMANY--11.3%
   Daimler-Benz AG (a)...................       57,730         30,924,752
   Deutsche Bank AG (a)..................      503,300         23,832,687
   Hoechst AG............................    1,162,800         39,461,019
   Mannesmann AG.........................       20,720          7,167,853
   Mannesmann AG (b).....................       64,205         21,893,905
   Siemens AG............................      533,700         28,536,540
   Veba AG...............................      476,580         25,347,599
                                                           --------------
   TOTAL GERMANY.........................                     177,164,355
                                                           --------------
HONG KONG--2.0%
   HSBC Holdings, Ltd. ..................    2,094,615         31,659,513
                                                           --------------
JAPAN--27.8%
   Dai Nippon Printing...................      653,000         12,658,163
   DDI Corp. ............................        3,667         32,054,606
<CAPTION>
                                             SHARES
                                           -----------
<S>                                        <C>             <C>
   Honda Motor Co. ......................    1,072,000     $   27,837,791
   Matsushita Electric Industrial Co. ...    1,719,000         32,064,737
   Mitsubishi Heavy Ind. ................    3,910,000         34,071,504
   Mitsui Marine & Fire..................      990,000          7,884,515
   Nintendo Co. .........................      250,000         18,653,134
   NKK Corp. (a).........................    5,583,000         16,948,347
   Omron Corp. ..........................      642,000         13,677,685
   Orix Corp. ...........................      576,000         21,383,075
   Promise Company, Ltd. ................      218,600         10,793,581
   Ricoh Company, Ltd. ..................    2,924,000         31,013,944
   Rohm Company, Ltd. ...................      567,000         37,535,592
   Sekisui Chemical Co. .................    2,005,000         24,566,360
   Sony Corp. ...........................      778,000         51,290,450
   Sumitomo Trust & Banking..............    2,250,000         30,859,964
   Toyota Motor Corp. ...................    1,383,000         34,649,294
                                                           --------------
   TOTAL JAPAN...........................                     437,942,742
                                                           --------------
NETHERLANDS--6.0%
   Heineken NV...........................      184,000         41,147,816
   ING Groep NV (a)......................      655,400         19,560,164
   Royal Dutch Petroleum Co. (b).........      222,100         34,147,875
                                                           --------------
   TOTAL NETHERLANDS.....................                      94,855,855
                                                           --------------
NEW ZEALAND--0.4%
   Lion Nathan Ltd. .....................    2,487,000          6,519,071
                                                           --------------
SPAIN--2.3%
   ENDESA................................      574,900         35,884,934
                                                           --------------
SWEDEN--3.0%
   Astra AB Series B.....................      326,600         14,257,700
   Electrolux AB Series B................      287,300         14,473,279
   Nackebro Fastighets AB (a)............       85,520          1,059,295
   Svenska Handelsbanken Series A........      838,800         17,548,647
                                                           --------------
   TOTAL SWEDEN..........................                      47,338,921
                                                           --------------
SWITZERLAND--6.2%
   Baloise Holdings Ltd. ................        8,073         17,564,038
   Ciba Geigy AG.........................       25,160         30,690,289
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        F-2
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
               DESCRIPTION                   SHARES            VALUE
- ---------------------------------------------------------------
<S>                                                        <C>
LAZARD INTERNATIONAL EQUITY PORTFOLIO (CONTINUED)
   Nestle SA.............................       26,410     $   30,187,082
   SGS Holding...........................        7,947         19,037,966
                                                           --------------
   TOTAL SWITZERLAND.....................                      97,479,375
                                                           --------------
UNITED KINGDOM--15.7%
   Allied Domecq PLC.....................    3,039,200         21,381,544
   British Aerospace Ord. PLC............    2,237,887         33,938,448
   Cadbury Schweppes PLC.................    4,092,912         32,354,282
   General Electric Co. PLC..............    2,767,900         14,894,818
   Lloyds Abbey Life PLC.................    1,800,900         14,208,063
   Mirror Group PLC......................    3,323,600         10,504,001
   National Power Ord. PLC...............    1,598,200         12,906,725
   National Power P/P Ord. PLC (a).......    1,699,200         10,133,449
   Rank Organisation PLC.................    1,994,400         15,409,442
   Redland PLC...........................    2,657,800         16,428,085
   Sears PLC.............................   14,956,300         22,995,398
   THORN EMI PLC.........................      553,300         15,415,751
   Unilever PLC..........................    1,377,700         27,387,110
                                                           --------------
   TOTAL UNITED KINGDOM..................                     247,957,116
                                                           --------------
TOTAL COMMON STOCKS
 (Identified cost $1,278,013,859)........                   1,462,730,109
                                                           --------------
PREFERRED STOCKS* --2.8%
AUSTRALIA--1.6%
   News Corporation, Ltd. (b)............    1,277,700         25,713,713
                                                           --------------
ITALY--1.2%
   Fiat SPA..............................   10,889,500         19,129,962
                                                           --------------
TOTAL PREFERRED STOCKS
 (Identified cost $47,069,856)...........                      44,843,675
                                                           --------------
RIGHTS--0.0%
 (Identified cost $0)
GERMANY--0.0%
   Daimler-Benz AG (a)...................       29,230              4,037
                                                           --------------
 
<CAPTION>
                                            PRINCIPAL
               DESCRIPTION                   AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                        <C>             <C>
DISCOUNT NOTES--3.3%
   Federal Home Loan Bank Discount Notes,
       5.24%, 7/1/96.....................  $40,000,000     $   40,000,000
       5.28%, 7/12/96....................   11,865,000         11,845,858
                                                           --------------
TOTAL DISCOUNT NOTES
 (Identified cost $51,845,858)...........                      51,845,858
                                                           --------------
TOTAL INVESTMENTS
 (Identified cost $1,376,929,573) (c)....         99.0%     1,559,423,679
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES.............................          1.0         15,750,388
                                                  ----       ------------
NET ASSETS...............................        100.0%    $1,575,174,067
                                                  ----       ------------
                                                  ----       ------------
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) The aggregate cost for federal income tax purposes is $1,376,929,573;
    aggregate gross unrealized appreciation is $203,694,297 and aggregate gross
    unrealized depreciation is $21,200,191, resulting in net unrealized
    appreciation of $182,494,106.
 
 * Percentages of common and preferred stocks are presented in the portfolio by
   country.
 
   Percentages by industry are as follows:
 
   Aerospace & Defense 2.2%, Automotive 7.1%, Banks 8.7%, Chemicals & Plastics
   5.9%, Computer & Business Equipment 2.0%, Construction Materials 2.9%, Drugs
   & Health Care 3.8%, Electrical Equipment 11.7%, Electronics 4.4%, Energy
   2.2%, Entertainment 1.0%, Financial Services 3.8%, Food & Beverage 8.4%,
   Forest Products & Paper 1.5%, Household Products 1.7%, Insurance 3.7%,
   International Oil 1.1%, Machinery 4.0%, Petroleum Equipment & Services 1.0%,
   Publishing 2.3%, Real Estate 0.1%, Retailing 2.9%, Services 3.0%, Steel 1.1%,
   Telephone 2.0%, Utilities 7.2%.
 
Forward Foreign Currency Contracts open at June 30, 1996:
 
<TABLE>
<CAPTION>
                                                       Unrealized
  Contracts          In Exchange        Delivery      Appreciation
  to Deliver             For              Date       (Depreciation)
- --------------     ----------------     --------     --------------
<S>                <C>                  <C>          <C>
$   2,891,510      FRF 14,833,085        7/31/96        $ (7,716)
$   1,832,112      AUD  2,321,774         7/5/96          (7,535)
$   1,311,679      AUD  1,660,564         7/3/96          (6,717)
SEK 2,933,963       $     440,998         7/1/96          (2,192)
                                                     --------------
                                                        $(24,160)
                                                     --------------
                                                     --------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             PRINCIPAL
                                              AMOUNT
                                          ---------------
<S>                                  <C>  <C>                 <C>
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO
CURRENCY DENOMINATED BONDS*--96.8%
ARGENTINA PESO--0.4%
GOVERNMENT OBLIGATION
   Republic of Argentina, 3.36%,
     4/1/01 (a)....................  ARP          200,000     $   212,085
                                                              -----------
AUSTRALIAN DOLLAR--0.7%
CORPORATE BOND
   Bayerische Vereinsbank, 10.00%,
     12/16/99......................  AUD          210,000         170,805
GOVERNMENT OBLIGATION
   Commonwealth of Australia,
     9.00%, 9/15/04................               297,000     $   235,831
                                                              -----------
   TOTAL AUSTRALIAN DOLLAR.........                               406,636
                                                              -----------
AUSTRIAN SCHILLING--1.3%
GOVERNMENT OBLIGATION
   Republic of Austria, 8.00%,
     3/18/02.......................  ATS        7,320,000         747,078
                                                              -----------
BRAZILIAN REAL--0.6%
CORPORATE BONDS
   Chase Brazil Note, 17.638%,
     9/16/96.......................  BRL          168,034         167,933
   Chase Brazil Note, 24.78%,
     7/1/96 (a)....................               161,224         156,742
                                                              -----------
   TOTAL BRAZILIAN REAL............                               324,675
                                                              -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-3
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                       AMOUNT             VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                 <C>
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO (CONTINUED)
BRITISH POUND--8.1%
CORPORATE BONDS
   Barclays Bank PLC, 12.75%,
     11/26/97......................  GBP          310,000     $   520,257
   Bayerische Landesbank
     Girozentrale, 8.50%,
     2/26/03.......................               275,000         436,694
   Birmingham Midshires Building
     Society, 9.125%, 1/5/06.......               500,000         778,615
   Merrill Lynch & Company, 7.375%,
     12/6/01.......................               775,000       1,170,504
   West LB Finance Curacao NV,
     8.50%, 6/2/03.................               820,000       1,299,342
   The Woolwich Building Society,
     11.625%, 12/18/01.............               250,000         445,285
                                                              -----------
   TOTAL BRITISH POUND.............                             4,650,697
                                                              -----------
CANADIAN DOLLAR--2.2%
CORPORATE BONDS
   NHA Mortgage Backed, 7.00%,
     5/1/06........................  CAD          298,595         211,879
   Quebec Housing, 8.95%,
     5/13/13.......................               415,000         318,836
GOVERNMENT OBLIGATION
   Government of Canada, 4.25%,
     12/1/21 (a)...................             1,010,000         729,703
                                                              -----------
   TOTAL CANADIAN DOLLAR...........                             1,260,418
                                                              -----------
COLOMBIAN PESO--0.2%
CORPORATE BOND
   Cargil BA Colombia, 0.00%,
     10/17/96......................  COP      130,000,000         110,770
                                                              -----------
CZECH KORUNA--1.2%
CORPORATE BOND
   Skofin, 11.625%, 2/9/98.........  CZK       20,000,000         721,114
                                                              -----------
DANISH KRONE--8.4%
CORPORATE BONDS
   Kreditforen Denmark, 10.20%,
     4/15/04 (a)...................  DKK        5,000,000         948,195
   Nykredit, 6.00%, 10/1/26........             3,718,520         513,490
GOVERNMENT OBLIGATION
   Kingdom of Denmark, 9.00%,
     11/15/98......................            18,350,000       3,397,812
                                                              -----------
   TOTAL DANISH KRONE..............                             4,859,497
                                                              -----------
DUTCH GUILDER--1.9%
CONVERTIBLE BOND
   Koninklijke Nedlloyd Groep NV,
     4.25%, 3/15/01................  NLG          575,000         321,973
GOVERNMENT OBLIGATION
   Government of Netherlands,
     8.75%, 1/15/07................             1,113,000         760,273
                                                              -----------
   TOTAL DUTCH GUILDER.............                             1,082,246
                                                              -----------
 
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                       AMOUNT             VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                 <C>
FRENCH FRANC--7.1%
GOVERNMENT OBLIGATIONS
   Government of France, 7.50%,
     4/25/05.......................  FRF        4,700,000     $   979,639
   Government of France, 8.50%,
     11/25/02......................             7,060,000       1,553,622
   Government of France, 8.50%,
     4/25/03.......................             4,300,000         943,666
   Government of France, 8.50%,
     10/25/19......................             2,850,000         635,759
                                                              -----------
   TOTAL FRENCH FRANC..............                             4,112,686
                                                              -----------
GERMAN MARK--9.1%
CORPORATE BONDS
   Autobahn Tank & Rast, 6.00%,
     10/16/00......................  DEM          610,000         407,603
   Baden Wurttemberg, 6.75%,
     6/22/05.......................               914,000         604,724
   Bank Nederlandse Gemeenten,
     6.50%, 11/4/08................             2,000,000       1,269,319
   International Bank
     Reconstruction & Development,
     7.125%, 4/12/05...............             1,700,000       1,158,302
   Land Hessen, 6.00%, 11/29/13....             1,000,000         648,019
GOVERNMENT OBLIGATION
   Federal Republic of Germany,
     6.00%, 2/16/06................             1,885,000       1,190,135
                                                              -----------
   TOTAL GERMAN MARK...............                             5,278,102
                                                              -----------
GREEK DRACHMA--0.2%
GOVERNMENT OBLIGATIONS
   Greek Treasury Bill, 0.00%,
     7/17/96.......................  GRD       25,000,000         103,335
   Greek Treasury Bill, 0.00%,
     1/31/97.......................             3,500,000          13,404
                                                              -----------
   TOTAL GREEK DRACHMA.............                               116,739
                                                              -----------
HUNGARIAN FORINT--0.3%
CORPORATE BOND
   Unilever, 0.00%, 8/16/96........  HUF       10,000,000          64,686
GOVERNMENT OBLIGATION
   Hungarian Treasury Bill, 0.00%,
     10/11/96......................            15,200,000          94,408
                                                              -----------
   TOTAL HUNGARIAN FORINT..........                               159,094
                                                              -----------
INDONESIAN RUPIAH--0.3%
CORPORATE BOND
   Bank Dagang Nasional Indonesia,
     0.00%, 2/11/97................  IDR      500,000,000         195,610
                                                              -----------
IRISH POUND--1.8%
GOVERNMENT OBLIGATION
   Republic of Ireland, 8.00%,
     10/18/00......................  IEP          610,000       1,016,667
                                                              -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-4
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                       AMOUNT             VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                 <C>
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO (CONTINUED)
ITALIAN LIRA--8.1%
GOVERNMENT OBLIGATIONS
   Republic of Italy, 11.50%,
     3/1/03........................  ITL    1,965,000,000     $ 1,436,744
   Republic of Italy, 12.00%,
     1/17/99.......................         1,395,000,000         979,620
   Republic of Italy, 12.00%,
     9/1/01........................         3,080,000,000       2,261,047
                                                              -----------
   TOTAL ITALIAN LIRA..............                             4,677,411
                                                              -----------
JAPANESE YEN--25.9%
CORPORATE BONDS
   Export-Import Bank of Japan,
     4.375%, 10/1/03...............  JPY      205,000,000       2,033,786
   Isveimer, 4.15%, 3/23/99........           177,000,000       1,671,356
   Sumitomo Bank International,
     0.75%, 5/31/01................            45,000,000         444,384
GOVERNMENT OBLIGATIONS
   Government of Japan, 4.50%,
     6/20/03.......................           762,000,000       7,660,760
   Republic of Austria, 4.50%,
     9/28/05.......................            80,000,000         805,559
   Republic of Austria, 6.25%,
     10/16/03......................            15,000,000         165,958
   Republic of Italy, 3.50%,
     6/20/01.......................           230,000,000       2,183,228
                                                              -----------
   TOTAL JAPANESE YEN..............                            14,965,031
                                                              -----------
MEXICAN PESO--0.2%
GOVERNMENT OBLIGATION
   Mexican Cetes, 0.00%,
     7/18/96.......................  MXN          900,000         116,951
                                                              -----------
NORWEGIAN KRONE--1.7%
CORPORATE BOND
   Sparebanken Norway,
   10.25%, 6/23/03 (a).............  NOK        6,000,000         982,324
                                                              -----------
POLISH ZLOTY--0.2%
GOVERNMENT OBLIGATION
   Poland Treasury Bill, 0.00%,
     8/14/96.......................  PLZ          350,000         125,814
                                                              -----------
PORTUGUESE ESCUDO--0.2%
GOVERNMENT OBLIGATION
   Republic of Portugal, 11.875%,
     2/23/00.......................  PTE       13,000,000          92,841
                                                              -----------
SOUTH AFRICAN RAND--0.3%
GOVERNMENT OBLIGATION
   Republic of South Africa,
     11.50%, 5/30/00...............  ZAR          705,500         149,293
                                                              -----------
SPANISH PESETA--3.7%
GOVERNMENT OBLIGATION
   Kingdom of Spain, 8.00%,
     5/30/04.......................  ESP      289,000,000       2,149,354
                                                              -----------
SWEDISH KRONA--1.4%
GOVERNMENT OBLIGATION
   Kingdom of Sweden, 10.25%,
     5/5/00........................  SEK        4,900,000         816,622
                                                              -----------
 
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                       AMOUNT             VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                 <C>
THAILAND BAHT--0.4%
CORPORATE BONDS
   Peregrine THB Note, 0.00%,
     1/6/97........................  THB        3,000,000     $   112,860
   Thai Fuji Finance Local, 0.00%,
     7/5/96........................             3,000,000         118,060
                                                              -----------
   TOTAL THAILAND BAHT.............                               230,920
                                                              -----------
TURKISH LIRA--0.2%
GOVERNMENT OBLIGATION
   Turkish Treasury Bill, 0.00%,
     9/25/96.......................  TRL   12,000,000,000         121,346
                                                              -----------
UNITED STATES DOLLAR--10.7%
COLLATERALIZED MORTGAGE OBLIGATION
   Federal National Mortgage
     Association, Series 23, Class
     2, 10.00%, 9/1/17.............               678,141         219,972
CORPORATE BONDS
   Americold Corp., 12.875%,
     5/1/08........................  USD          105,000         107,100
   Argosy Gaming Co. 144A, 13.25%,
     6/1/04........................               200,000         202,500
   Asia Invest Interest Ltd.,
     0.00%, 1/13/97................               130,000         121,530
   Big 5 Holdings Inc., 13.625%,
     9/15/02.......................               130,000         121,550
   Cablevision Systems Corp.,
     10.50%, 5/15/16...............               200,000         193,500
   Calpine Corp. 144A, 10.50%,
     5/15/06.......................               210,000         210,525
   Carrols Corp., 11.50%, 8/15/03..               300,000         303,000
   Cobb Theaters 144A, 10.625%,
     3/1/03........................               500,000         507,500
   Commodore Media Inc., 7.50%,
     5/1/03 (a)....................               400,000         414,000
   County Seat Stores Inc., 12.00%,
     10/1/02.......................               130,000         107,900
   Courtyard By Marriott II Ltd.
     144A, 10.75%, 2/1/08..........                50,000          48,875
   Dade International Inc. 144A,
     11.125%, 5/1/06...............               290,000         300,150
   Eagle Food Centers Inc., 8.625%,
     4/15/00.......................                90,000          78,300
   GI Holdings Inc. 144A, 10.00%,
     2/15/06.......................                 2,000           1,990
   Hayes Wheels International Inc.,
     11.00%, 7/15/06...............               183,000         185,516
   Hills Stores Co. 144A, 12.50%,
     7/1/03........................                90,000          88,200
   ICF Kaiser International Inc.,
     13.00%, 12/31/03 (a)..........                90,000          85,950
   KCS Energy Inc., 11.00%,
     1/15/03.......................               100,000         105,500
   Paribas LBP Participation,
     0.00%, 11/28/96...............               108,288         100,860
   Plains Resources Inc., 10.25%,
     3/15/06.......................                95,000          93,813
   Poindexter (J.B.) & Co., 12.50%,
     5/15/04.......................               250,000         215,000
   Reliance Industries Ltd. 144A,
     9.375%, 6/24/26...............               250,000         252,500
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-5
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                       AMOUNT             VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                 <C>
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO (CONTINUED)
   Remington Product Co. 144A,
     11.00%, 5/15/06...............               150,000     $   149,250
   Smith's Food & Drug Centers,
     Inc., 11.25%, 5/15/07.........               200,000         201,500
   Terex Corp. 144A, 13.75%,
     5/15/02.......................                65,000          67,844
   Unisys Corp. 144A, 12.00%,
     4/15/03.......................               211,000         215,747
   Univision Network Holding LP,
     7.00%, 12/17/02...............                40,000          33,200
   Waxman Industries Inc., 12.75%,
     6/1/04........................                95,000          63,650
FOREIGN GOVERNMENT OBLIGATIONS
   Morocco Restructuring &
     Consolidation Agreement,
     6.438%, 1/1/09 (a)............               250,000         180,625
   Venezuela FLIRB, 6.50%, 3/31/07
     (a)(b)........................               750,000         546,562
YANKEE BONDS
   Den Norske Credit, 5.75%,
     11/29/49 (a)..................               700,000         574,875
   Hong Kong & Shanghai Bank,
     5.563%, 8/29/49 (a)...........               100,000          84,610
                                                              -----------
   TOTAL UNITED STATES DOLLAR......                             6,183,594
                                                              -----------
TOTAL CURRENCY DENOMINATED BONDS*
 (Identified cost $55,484,069).....                            55,865,615
                                                              -----------
 
<CAPTION>
                                              SHARES
                                          ---------------
<S>                                  <C>  <C>                 <C>
PREFERRED STOCK--0.4%
 (Identified cost $250,937)
   Cablevision Systems Corp.,
     144A..........................                 2,500         242,500
                                                              -----------
COMMERCIAL PAPER--0.8%
   Ford Motor Credit Corp., 5.38%,
     10/1/96.......................               105,000         103,556
   General Motors Acceptance Corp.,
     5.32%, 11/27/96...............                90,000          88,018
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                       AMOUNT             VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                 <C>
   General Motors Acceptance Corp.,
     5.34%, 7/12/96................       $       120,000     $   119,804
   General Motors Acceptance Corp.,
     5.37%, 7/19/96................                65,000          64,826
   General Motors Acceptance Corp.,
     5.53%, 12/12/96...............                70,000          68,237
                                                              -----------
TOTAL COMMERCIAL PAPER
 (Identified cost $444,441)........                               444,441
                                                              -----------
TOTAL INVESTMENTS
 (Identified cost $56,179,447)
   (c).............................                  98.0%     56,552,556
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES.......................                   2.0       1,144,517
                                                     ----       ---------
NET ASSETS.........................                 100.0%    $57,697,073
                                                     ----       ---------
                                                     ----       ---------
</TABLE>
 
(a) Variable rate security. Interest shown is the current rate.
(b) Front Loaded Interest Reduction Bond.
(c) The aggregate cost for federal income tax purposes is $56,179,447; aggregate
    gross unrealized appreciation is $1,016,064 and aggregate gross unrealized
    depreciation is $642,955, resulting in net unrealized appreciation of
    $373,109.
 
 * Percentages of holdings are presented in the portfolio by currency
   denomination.
 
   Percentages by country are as follows:
 
   Argentina 0.4%, Australia 0.7%, Austria 1.3%, Brazil 0.6%, Canada 2.2%,
   Colombia 0.2%, Czech Republic 1.2%, Denmark 8.4%, France 7.1%, Germany 9.1%,
   Greece 0.2%, Hong Kong 0.1%, Hungary 0.3%, Indonesia 0.3%, Ireland 1.8%,
   Italy 8.1%, Japan 25.9%, Mexico 0.2%, Morocco 0.3%, Netherlands 1.9%, Norway
   2.7%, Poland 0.2%, Portugal 0.2%, South Africa 0.3%, Spain 3.7%, Sweden 1.4%,
   Thailand 0.4%, Turkey 0.2%, United Kingdom 8.1%, United States 8.4%,
   Venezuela 0.9%.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-6
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
LAZARD INTERNATIONAL FIXED-INCOME
 
   PORTFOLIO (CONTINUED)
 
Forward Foreign Currency Contracts open at June 30, 1996:
<TABLE>
<CAPTION>
                                                                Unrealized
     Contracts              In Exchange         Delivery       Appreciation
    to Deliver                  For               Date        (Depreciation)
- -------------------     -------------------     ---------     --------------
<S>                     <C>                     <C>           <C>
 $        70,000        CNY       617,967         3/26/97        $  2,364
 $        70,000        COP    82,048,400        12/12/96           1,968
 $        90,000        CLP    39,265,200        11/29/96           1,688
 $       261,000        ATS     2,803,140         9/12/96           2,012
ATS    2,926,129         $        274,234         9/12/96            (318)
 $       365,007        AUD       464,053         9/12/96          (1,886)
 $     1,530,000        BEL    48,303,630         9/12/96          20,433
 $       788,000        CAD     1,073,492         9/12/96            (490)
 $       355,000        CHF       447,406         9/12/96           5,092
 $     1,348,417        DEM     2,058,538         9/12/96          11,617
DEM       15,835         $         10,500         9/12/96              38
DKK   14,805,705         $      2,512,564         9/12/96         (23,090)
 $       900,005        ESP   115,650,656         9/12/96             (19)
ESP    99,694,800        $        765,000         9/12/96         (10,818)
 $     2,153,273        FRF    11,134,880         9/12/96          19,086
FRF     2,453,819        $        478,094         9/12/96            (633)
 $       173,351        GBP       111,800         9/12/96             196
GBP     221,239          $        340,000         9/12/96          (3,429)
IEP       666,632        $      1,055,175         9/12/96          (9,733)
 $     1,295,321        ITL 2,025,622,500         9/12/96          18,952
ITL  1,124,939,075       $        724,430         9/12/96          (5,458)
 $     2,735,777        JPY   294,750,935         9/12/96         (11,534)
JPY   363,596,632        $      3,372,142         9/12/96          11,588
 
<CAPTION>
                                                                Unrealized
     Contracts              In Exchange         Delivery       Appreciation
    to Deliver                  For               Date        (Depreciation)
- -------------------     -------------------     ---------     --------------
<S>                     <C>                     <C>           <C>
 $     1,586,405        NLG    2,709,805          9/12/96        $ 11,043
NOK   6,610,968          $     1,008,000          9/12/96         (12,148)
 $       370,444        SEK    2,491,438          9/12/96           5,717
XEU       93,958         $       116,000          9/12/96          (1,332)
 $        65,000        CLP   26,751,471          7/22/96            (242)
 $       118,979        SKK    3,608,964          7/12/96          (2,437)
 $        22,000        CLP    9,136,380          7/11/96             189
 $     1,690,510        JPY  184,882,645          7/10/96               0
JPY    78,663,003        $       719,270          7/10/96               0
 $       763,279        ATS    8,176,033           7/8/96             515
 $       957,301        FRF    4,927,929           7/8/96             769
 $       324,994        IEP      203,625           7/8/96              78
ATS    5,249,905         $       490,108           7/8/96            (331)
FRF     2,474,110        $       480,622           7/8/96            (386)
 $     2,010,223        JPY  219,023,800           7/5/96          (7,536)
 $       112,950        THB    2,865,648           7/5/96             (62)
JPY   317,734,415        $     2,916,199           7/5/96          10,933
 $     2,177,264        ESP   278,842,242          7/3/96           1,106
ESP   394,492,898        $      3,080,281          7/3/96          (1,564)
PLN      243,966         $         89,998          7/3/96             209
                                                              --------------
                                                                 $ 32,147
                                                              --------------   
                                                              --------------
</TABLE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD BOND PORTFOLIO
ASSET-BACKED SECURITIES--13.4%
   Advanta Home Equity Loan Trust, Series
     1993-2, Class A2, 6.15%, 10/25/09...    $    562,197     $     542,694
   American Financial Home Equity Loan,
     Series 1991-1, Class A, 8.00%,
     7/25/06.............................          59,440            59,942
   Banc One Credit Card Master Trust,
     Series 1994-C, Class A, 7.80%,
     12/15/00............................         750,000           772,965
   Chase Manhattan Credit Card Master
     Trust, Series 1996-3, Class A,
     7.04%, 2/15/04 (a)..................       1,700,000         1,719,652
   Chase Manhattan Grantor Trust, Series
     1995-B, Class A, 5.90%, 11/15/01....         309,330           308,072
   Chase Manhattan Grantor Trust, Series
     1996-A, Class A, 5.20%, 2/15/02.....         557,551           548,663
   EQCC Home Equity Loan Trust, Series
     1994-2, Class A2, 7.35%, 6/15/14....         125,000           125,547
   First Chicago Master Trust II, Series
     1992-E, Class A, 6.25%, 8/15/99.....         400,000           399,748
 
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
   Ford Credit Grantor Trust, Series
     1995-A, Class A, 5.90%, 5/15/00.....    $    352,338     $     351,344
   G E Home Equity Loan, Inc., Series
     1991-1, Class A, 7.20%, 9/15/11.....          39,945            40,045
   Green Tree Financial Corp., Series
     1994-3, Class A, 6.60%, 6/15/19.....         206,455           207,035
   Green Tree Financial Corp., Series
     1994-6, Class A2, 7.25%, 1/15/20....         523,760           526,704
   Green Tree Financial Corp., Series
     1996-1, Class A1, 5.50%, 3/15/27....         403,092           396,791
   Lehman FHA Title I Loan Trust, Series
     1996-2, Class A2, 6.78%, 3/25/08....       1,014,000         1,017,961
   Money Store Home Equity Trust, Series
     1996-B, Class A13, 6.90%, 4/15/10...         273,000           273,256
   Olympic Automobile Receivable Trust,
     Series 1994-B, Class A2, 6.85%,
     6/15/01.............................         216,079           217,632
   Premier Auto Trust, Series 1995-4,
     Class A3, 5.90%, 7/6/99.............         252,000           251,604
   Sears Credit Account Master Trust,
     Series 1995-2, Class A, 8.10%,
     6/15/04.............................         779,000           812,349
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-7
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD BOND PORTFOLIO (CONTINUED)
   Security Pacific Home Equity Loan,
     Series 1991-1, Class A, 7.85%,
     5/15/98.............................    $     18,776     $      18,926
                                                              -------------
TOTAL ASSET-BACKED SECURITIES
 (Identified cost $8,592,939)............                         8,590,930
                                                              -------------
COLLATERALIZED MORTGAGE OBLIGATIONS--1.3%
   Asset Securitization Corp., Series
     1996-D2, Class ACS2, 1.492%, 2/28/26
     (a).................................       2,125,000           213,496
   Merrill Lynch Mortgage Investors Inc.
     144A, Series 1996-C1, Class IO,
     0.567%, 4/25/98 (a).................       4,808,005           148,375
   Federal National Mortgage Association,
     Series 23, Class 2, 10.00%,
     9/1/17..............................       1,416,371           459,435
                                                              -------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
 (Identified cost $825,915)..............                           821,306
                                                              -------------
CORPORATE BONDS--17.2%
AEROSPACE & DEFENSE--1.1%
   BE Aerospace, Inc. 144A, 9.875%,
     2/1/06..............................         125,000           122,813
   Lockheed Martin Corporation, 7.45%,
     6/15/04.............................         328,000           332,546
   McDonnell Douglas Finance Corp.,
     6.83%, 5/21/01......................         287,000           281,346
                                                              -------------
                                                                    736,705
                                                              -------------
AUTOMOTIVE--0.4%
   General Motors Acceptance Corp.,
     6.70%, 4/18/01......................         282,000           279,338
                                                              -------------
AUTO PARTS--1.1%
   Hayes Wheels International Inc.,
     11.00%, 7/15/06.....................         610,000           618,387
   Walbro Corp. 144A, 9.875%,
     7/15/05.............................         100,000            98,000
                                                              -------------
                                                                    716,387
                                                              -------------
BROADCASTING--1.8%
   Cablevision Systems Corp., 10.50%,
     5/15/16.............................         400,000           387,000
   Comcast Corp., 9.50%, 1/15/08.........         184,000           177,560
   Cox Communications Inc., 6.50%,
     11/15/02............................         265,000           256,069
   Paxson Communications Corp. 144A,
     11.625%, 10/1/02....................         160,000           166,400
   Sullivan Broadcasting, 10.25%,
     12/15/05............................         170,000           161,925
                                                              -------------
                                                                  1,148,954
                                                              -------------
CHEMICALS & PLASTICS--0.2%
   Harris Chemical North America Inc.,
     10.75%, 10/15/03....................         121,000           118,277
                                                              -------------
COMPUTERS--0.7%
   Unisys Corp. 144A, 12.00%, 4/15/03....         465,000           475,462
                                                              -------------
 
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
DRUGS & HEALTH CARE--0.3%
   Columbia/HCA Healthcare Corp., 7.15%,
     3/30/04.............................    $    182,000     $     182,015
                                                              -------------
ELECTRONICS--0.8%
   Alpine Group Inc. 144A, 12.25%,
     7/15/03.............................         368,000           370,760
   Texas Instruments Inc., 6.125%,
     2/1/06..............................         164,000           151,003
                                                              -------------
                                                                    521,763
                                                              -------------
ENTERTAINMENT--2.3%
   AMF Group Inc. 144A, 10.875%,
     3/15/06.............................         400,000           394,000
   Argosy Gaming Co. 144A, 13.25%,
     6/1/04..............................          38,000            38,475
   Cobb Theaters 144A, 10.625%,
     3/1/03..............................         415,000           421,225
   Hollywood Casino Inc., 12.75%,
     11/1/03.............................         315,000           315,000
   Walt Disney Co. Series B, 6.75%,
     3/30/06.............................         295,000           285,457
                                                              -------------
                                                                  1,454,157
                                                              -------------
FINANCIAL SERVICES--2.9%
   Avco Financial Services Inc., 6.35%,
     9/15/00.............................         128,000           125,334
   Bankamerica Corp., 7.20%, 9/15/02.....         105,000           105,575
   Citicorp, 6.75%, 8/15/05..............         107,000           102,654
   Finova Capital Corp., 5.98%,
     2/27/01.............................         125,000           120,529
   Fleet Norstar Financial, 7.25%,
     9/1/99..............................         161,000           162,929
   Household Finance Corp., 9.625%,
     7/15/00.............................         149,000           162,607
   Keycorp, 7.50%, 6/15/06...............         139,000           139,662
   MBNA Corp., 6.50%, 9/15/00............         196,000           192,362
   Nationsbank Corp., 5.75%, 1/17/01.....         159,000           151,996
   Norwest Corporation Medium Term Note,
     6.125%, 10/15/00....................         149,000           144,926
   Salomon Inc., 8.55%, 2/17/97..........         265,000           268,220
   Sears Roebuck Acceptance Corp., 6.34%,
     10/12/00............................         169,000           165,909
                                                              -------------
                                                                  1,842,703
                                                              -------------
MANUFACTURING--0.7%
   Silgan Corp., 11.75%, 6/15/02.........         434,000           440,510
                                                              -------------
OIL & GAS--0.4%
   Plains Resources Inc. 144A, 10.25%,
     3/15/06.............................         145,000           143,188
   Tenneco, Inc., 7.875%, 10/1/02........         134,000           137,946
                                                              -------------
                                                                    281,134
                                                              -------------
OTHER--0.1%
   Remington Product Co., 144A, 11.00%,
     5/15/06.............................          75,000            74,625
                                                              -------------
PAPER PRODUCTS--0.6%
   Crown Paper Co., 11.00%, 9/1/05.......         105,000           100,013
   Williamhouse Regency Delaware Inc.
     144A, 13.00%, 11/15/05..............         238,000           269,535
                                                              -------------
                                                                    369,548
                                                              -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-8
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD BOND PORTFOLIO (CONTINUED)
RESTAURANTS, LODGING &
 ENTERTAINMENT--1.8%
   Carrols Corp., 11.50%, 8/15/03........    $    467,000     $     471,670
   Courtyard By Marriott II Ltd. 144A,
     10.75%, 2/1/08......................         525,000           513,188
   ITT Corp., 6.25%, 11/15/00............         169,000           164,033
                                                              -------------
                                                                  1,148,891
                                                              -------------
RETAIL GROCERY--0.3%
   Pueblo Xtra International, 9.50%,
     8/1/03..............................          73,000            65,700
   Smith's Food & Drug Centers, Inc.,
     11.25%, 5/15/07.....................         100,000           100,750
                                                              -------------
                                                                    166,450
                                                              -------------
RETAIL--0.5%
   Hills Stores Co. 144A, 12.50%,
     7/1/03..............................          96,000            94,080
   Mothers Work Inc. 144A, 12.625%,
     8/1/05..............................         217,000           228,935
                                                              -------------
                                                                    323,015
                                                              -------------
UTILITIES--1.2%
   Calpine Corp. 144A, 10.50%,
     5/15/06.............................         275,000           275,687
   KCS Energy Inc. 144A, 11.00%,
     1/15/03.............................         130,000           137,150
   Texas New Mexico Power Co., 9.25%,
     9/15/00.............................          80,000            81,935
   Texas Utilities Electric Co., 7.375%,
     8/1/01..............................         247,000           250,203
                                                              -------------
                                                                    744,975
                                                              -------------
TOTAL CORPORATE BONDS
 (Identified Cost $11,080,439)...........                        11,024,909
                                                              -------------
MORTGAGE PASS-THROUGH SECURITIES--37.0%
   Federal Home Loan Mortgage Corp.,
     7.00%, 3/1/11.......................          87,634            86,456
     6.50%, 4/1/11.......................          90,863            87,938
     7.00%, 4/1/26.......................         320,887           308,953
     7.00%, 1/1/26.......................         984,887           948,258
     7.00%, 9/1/25.......................         605,708           583,181
     7.00%, 1/1/11.......................         719,733           711,111
     6.50%, 2/1/11.......................         799,477           773,742
     7.00%, 12/1/99......................         870,000           858,307
     6.50%, 12/1/99......................         982,000           950,390
 
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
     7.00%, 8/1/25.......................    $    988,002     $     951,258
     7.00%, 1/1/99.......................       3,334,000         3,210,009
   Federal National Mortgage Association,
     7.50%, 3/1/26.......................         177,623           175,235
     7.50%, 12/1/25......................         289,838           285,943
     8.00%, 10/1/25......................         351,333           353,968
     7.50%, 10/1/25......................         466,761           460,487
     8.00%, 1/1/26.......................         591,463           595,899
     7.50%, 9/1/25.......................         799,368           788,624
     8.00%, 9/1/25.......................       1,298,564         1,308,303
     7.50%, 12/1/99......................       1,989,000         1,962,268
     8.00%, 1/1/99.......................       2,609,000         2,628,568
   Government National Mortgage
     Association,
     9.00%, 9/15/25......................         121,751           127,420
     8.50%, 12/15/99.....................         616,000           633,322
     7.00%, 1/20/99......................       1,150,000         1,165,273
     6.50%, 1/15/99......................       3,715,000         3,721,967
                                                              -------------
TOTAL MORTGAGE PASS-THROUGH SECURITIES
 (Identified Cost $23,823,988)...........                        23,676,880
                                                              -------------
U.S. GOVERNMENT OBLIGATIONS--27.9%
   United States Treasury Notes,
     8.875%, 11/15/98....................       2,952,000         3,121,267
     6.25%, 8/31/00......................       3,005,000         2,983,875
     7.375%, 11/15/97....................       3,195,000         3,251,903
     7.75%, 12/31/99.....................       7,700,000         8,022,399
   United States Treasury Strips, 0.00%,
     8/15/02.............................         700,000           471,170
                                                              -------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
 (Identified Cost $17,855,654)...........                        17,850,614
                                                              -------------
DISCOUNT NOTES--31.2%
 (Identified Cost $19,977,717)
   Federal Home Loan Bank Discount Notes,
     5.28%, 7/12/96......................      20,010,000        19,977,717
                                                              -------------
TOTAL INVESTMENTS
 (Identified cost $82,156,652)(b)........           128.0%       81,942,356
                                                              -------------
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS..................................           (28.0)      (17,908,644)
                                                     ----        ----------
NET ASSETS...............................           100.0%    $  64,033,712
                                                     ----        ----------
                                                     ----        ----------
</TABLE>
 
(a) Variable rate security. Interest shown is the current rate.
(b) The aggregate cost for federal income tax purposes is $82,156,652; aggregate
    gross unrealized appreciation is $206,508 and aggregate gross unrealized
    depreciation is $420,804, resulting in net unrealized depreciation of
    $214,296.
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                          <C>
                    LAZARD STRATEGIC YIELD PORTFOLIO
 
<CAPTION>
<S>                                  <C>  <C>                <C>
CURRENCY DENOMINATED BONDS*--86.2%
ARGENTINA PESO--1.4%
GOVERNMENT OBLIGATION
   Republic of Argentina, 3.36%,
     4/1/01 (a)....................  ARP       1,500,000     $  1,590,636
                                                             ------------
AUSTRALIAN DOLLAR--2.0%
GOVERNMENT OBLIGATIONS
   Commonwealth of Australia,
     7.00%, 8/15/98................  AUD       1,791,000     $  1,376,839
   Commonwealth of Australia,
     9.00%, 9/15/04................            1,023,000          812,306
                                                             ------------
   TOTAL AUSTRALIAN DOLLAR.........                             2,189,145
                                                             ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-9
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            PRINCIPAL
            DESCRIPTION                       AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                                          <C>
LAZARD STRATEGIC YIELD PORTFOLIO (CONTINUED)
BRAZILIAN REAL--3.0%
CORPORATE BONDS
   Chase Brazil Note, 17.638%,
     9/16/96.......................  BRL       1,244,539     $  1,243,792
   Chase Brazil Note, 24.782%,
     7/1/96........................            1,154,953        1,122,846
   Metalurgica Gerdau SA, 144A,
     11.125%, 5/24/04..............            1,000,000          995,000
                                                             ------------
   TOTAL BRAZILIAN REAL............                             3,361,638
                                                             ------------
BRITISH POUND--2.5%
CORPORATE BONDS
   Birmingham Midshires Building
     Society, 9.125%, 1/5/06.......  GBP         350,000          545,030
   Merrill Lynch & Co., 7.375%,
     12/6/01.......................            1,025,000        1,548,086
GOVERNMENT OBLIGATION
   United Kingdom Treasury, 1.00%,
     7/17/24.......................              350,000          638,177
                                                             ------------
   TOTAL BRITISH POUND.............                             2,731,293
                                                             ------------
CANADIAN DOLLAR--3.5%
CORPORATE BONDS
   NHA Mortgage Backed, 6.75%,
     4/1/03........................  CAD         650,144          461,668
   NHA Mortgage Backed, 7.00%,
     5/1/06........................            1,148,731          815,125
GOVERNMENT OBLIGATIONS
   Canada Government, 4.25%,
     12/1/21 (a)...................            3,245,000        2,344,443
   Quebec Housing, 8.95%,
     5/13/13.......................              390,000          299,629
                                                             ------------
   TOTAL CANADIAN DOLLAR...........                             3,920,865
                                                             ------------
COLOMBIAN PESO--0.7%
GOVERNMENT OBLIGATION
   Cargil BA Colombia, 0.00%,
     10/17/96......................  COP     900,000,000          766,869
                                                             ------------
CZECH KORUNA--1.6%
CORPORATE BONDS
   CEZ AS, 11.30%, 6/6/05..........  CZK      23,000,000          833,043
   Skofin, 11.625%, 2/9/98.........           25,000,000          901,392
                                                             ------------
   TOTAL CZECH KORUNA..............                             1,734,435
                                                             ------------
DANISH KRONE--1.6%
CORPORATE BONDS
   Kreditforen Denmark, 10.20%,
     4/15/04 (a)...................  DKK       9,590,000        1,818,638
   Nykredit, 6.00%, 10/1/26........               34,480            4,761
                                                             ------------
   TOTAL DANISH KRONE..............                             1,823,399
                                                             ------------
DUTCH GUILDER--0.6%
CORPORATE BOND
   Koninklijke Nedlloyd Groep NV,
     4.25%, 3/15/01................  NLG       1,094,000          612,589
                                                             ------------
GERMAN MARK--0.6%
CORPORATE BOND
   Autobahn Tank & Rast, 6.00%,
     10/16/00......................  DEM       1,050,000          701,611
                                                             ------------
 
<CAPTION>
                                            PRINCIPAL
            DESCRIPTION                       AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                <C>
GREEK DRACHMA--0.9%
GOVERNMENT OBLIGATIONS
   Greek Treasury Bill, 0.00%,
     7/17/96.......................  GRD     130,000,000     $    537,341
   Greek Treasury Bill, 0.00%,
     1/31/97.......................          110,000,000          421,286
                                                             ------------
   TOTAL GREEK DRACHMA.............                               958,627
                                                             ------------
HUNGARIAN FORINT--0.9%
CORPORATE BOND
   Unilever, 0.00%, 8/16/96........  HUF      90,000,000          582,172
GOVERNMENT OBLIGATION
   Hungarian Treasury Bill, 0.00%,
     10/11/96......................           75,900,000          471,421
                                                             ------------
   TOTAL HUNGARIAN FORINT..........                             1,053,593
                                                             ------------
INDONESIAN RUPIAH--1.5%
CORPORATE BONDS
   Bakrie & Brothers, 0.00%,
     9/9/96........................  IDR   3,000,000,000        1,249,979
   Medco Energi Corp., 0.00%,
     1/13/97.......................        1,000,000,000          391,536
                                                             ------------
   TOTAL INDONESIAN RUPIAH.........                             1,641,515
                                                             ------------
ITALIAN LIRA--2.6%
GOVERNMENT OBLIGATIONS
   Republic of Italy, 12.00%,
     1/17/99.......................  ITL   2,405,000,000        1,688,879
   Republic of Italy, 12.00%,
     9/1/01........................        1,700,000,000        1,247,981
                                                             ------------
   TOTAL ITALIAN LIRA..............                             2,936,860
                                                             ------------
JAPANESE YEN--1.3%
CONVERTIBLE BOND
   Sumitomo Bank, 0.75%, 5/31/01...  JPY      85,000,000          839,391
CORPORATE BOND
   Isveimer, 4.15%, 3/23/99........           64,000,000          604,332
                                                             ------------
   TOTAL JAPANESE YEN..............                             1,443,723
                                                             ------------
MEXICAN PESO--1.0%
GOVERNMENT OBLIGATION
   Mexican Cetes, 0.00%,
     7/18/96.......................  MXN       8,506,070        1,105,329
                                                             ------------
NEW ZEALAND DOLLAR--1.3%
GOVERNMENT OBLIGATION
   Government of New Zealand,
     10.00%, 7/15/97...............  NZD       2,035,000        1,405,893
                                                             ------------
NORWEGIAN KRONE--1.5%
CORPORATE BOND
   Sparebanken Norway, 10.25%,
     6/23/03 (a)...................  NOK      10,000,000        1,637,207
                                                             ------------
POLISH ZLOTY--1.3%
GOVERNMENT OBLIGATIONS
   Poland Treasury Bill, 0.00%,
     8/14/96.......................  PLZ       2,460,000          884,291
   Poland Treasury Bill, 0.00%,
     11/13/96......................            1,800,000          612,653
                                                             ------------
   TOTAL POLISH ZLOTY..............                             1,496,944
                                                             ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-10
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            PRINCIPAL
            DESCRIPTION                       AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                                          <C>
LAZARD STRATEGIC YIELD PORTFOLIO (CONTINUED)
PORTUGUESE ESCUDO--0.7%
GOVERNMENT OBLIGATION
   Republic of Portugal, 11.875%,
     2/23/00.......................  PTE     106,500,000     $    760,585
                                                             ------------
SOUTH AFRICAN RAND--0.7%
GOVERNMENT OBLIGATION
   Republic of South Africa,
     11.50%, 5/30/00...............  ZAR       3,632,200          768,621
                                                             ------------
SPANISH PESETA--2.9%
GOVERNMENT OBLIGATION
   Government of Spain, 9.40%,
     4/30/99.......................  ESP     394,080,000        3,214,705
                                                             ------------
THAILAND BAHT--0.8%
CORPORATE BONDS
   Peregrine, 0.00%, 10/22/96......  THB      10,000,000          382,732
   Peregrine THB Note, 0.00%,
     1/6/97........................            3,000,000          112,860
   Thai Fuji Finance, 0.00%,
     12/20/96......................           10,000,000          376,600
                                                             ------------
   TOTAL THAILAND BAHT.............                               872,192
                                                             ------------
TURKISH LIRA--0.7%
GOVERNMENT OBLIGATION
   Turkish Treasury Bill, 0.00%,
     9/25/96.......................  TRL  81,000,000,000          819,084
                                                             ------------
UNITED STATES DOLLAR--50.1%
COLLATERALIZED MORTGAGE OBLIGATIONS
   Asset Securitization Corp.,
     Series 1995-MD4, Class ACS2,
     2.417%, 8/13/29 (a)...........  USD  $    3,971,012          704,234
   Asset Securitization Corp.,
     Series 1996-D2, Class ACS2,
     1.608%, 2/28/26 (a)...........            5,720,000          574,681
   Federal National Mortgage
     Association,
     Series 23, Class 2, 10.00%,
       9/1/17......................            5,030,262        1,631,691
     Series 70, Class 2, 10.00%,
       1/15/20.....................            3,073,492        1,043,911
   Lennar Central Partners Ltd.
     144A, Series 1994-1, Class D,
     9.89%, 9/15/04................              370,000          369,787
   Merrill Lynch Mortgage
     Investments Inc. 144A, Series
     1996-C1, Class I0, 0.567%,
     4/25/28 (a)...................           15,384,617          474,770
CONVERTIBLE BOND
   Burns Philp 144A, 5.50%,
     4/30/04.......................              800,000          674,000
CORPORATE BONDS
   Alpine Group, Inc. 144A, 12.25%,
     7/15/03.......................            1,098,000        1,106,235
   Americold Corp., 12.875%,
     5/1/08........................              195,000          198,900
   AMF Group, Inc., 144A, 10.875%,
     3/15/06.......................              950,000          935,750
   Argentina Bocon, 6.25%, 9/1/02
     (a)...........................            1,250,000        1,187,500
 
<CAPTION>
                                            PRINCIPAL
            DESCRIPTION                       AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                <C>
   Argosy Gaming Co., 144A, 13.25%,
     6/1/04........................       $      462,000     $    467,775
   Asia Invest Interest, Ltd.,
     0.00%, 1/13/97................            1,025,000          958,214
   BE Aerospace, Inc., 144A,
     9.875%, 2/1/06................              845,000          830,213
   Big 5 Holdings, Inc., 13.625%,
     9/15/02.......................              200,000          187,000
   Cablevision Systems Corp.,
     10.50%, 5/15/16...............              250,000          241,875
   Calpine Corp. 144A, 10.50%,
     5/15/06.......................              380,000          380,950
   Carrols Corp., 11.50%, 8/15/03..              820,000          828,200
   Ce Casecnan Water & Energy Inc.
     Series B 144A, 11.95%,
     11/15/10......................            1,150,000        1,157,187
   Cobb Theaters, 144A, 10.625%,
     3/1/03........................            1,000,000        1,015,000
   Comcast Corp., 9.50%,
     1/15/08.......................              479,000          462,235
   Commodore Media, Inc. 144A,
     7.50%, 5/1/03 (a).............              900,000          931,500
   County Seat Stores Inc., 12.00%,
     10/1/02.......................              650,000          539,500
   Courtyard By Marriott II Ltd.,
     144A, 10.75%, 2/1/08..........              900,000          879,750
   Croatia Principal, 6.375%,
     12/31/10 144A (a).............            1,000,000          875,000
   Crown Paper Co., 11.00%,
     9/1/05........................              210,000          200,025
   CRV Finance Jersey Ltd., 10.21%,
     2/14/97 (a)...................            1,519,090        1,601,121
   Dade International, Inc. 144A,
     11.125%, 5/1/06...............              200,000          207,000
   Den Norske Credit, 5.75%,
     11/29/49 (a)..................              800,000          657,000
   Dynacare, Inc., 10.75%,
     1/15/06.......................            1,215,000        1,218,037
   Eagle Food Centers, Inc.,
     8.625%, 4/15/00...............              200,000          174,000
   Export-Import Bank of Japan,
     8.00%, 6/4/00.................              391,875          390,170
   Fundy Cable Ltd., 11.00%,
     11/15/05......................              475,000          479,750
   G I Holdings, Inc. 144A, 10.00%,
     2/15/06.......................              250,000          248,750
   Harris Chemical North America,
     Inc., 10.75%, 10/15/03........              368,000          359,720
   Hayes Wheels International,
     Inc., 11.00%, 7/15/06.........              915,000          927,581
   Haynes International, Inc.,
     13.50%, 8/15/99...............              240,000          243,600
   Hills Stores Co., 144A, 12.50%,
     7/1/03........................              170,000          166,600
   Hollywood Casino, Corp., 12.75%,
     11/1/03.......................            1,391,000        1,391,000
   Hong Kong & Shanghai Bank,
     5.563%, 8/29/49 (a)...........            1,200,000        1,015,320
   ICF Kaiser International, Inc.,
     13.00%, 12/31/03 (a)..........              200,000          191,000
   ING Ecuador Note, 0.00%,
     4/17/97.......................              765,000          688,714
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-11
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            PRINCIPAL
            DESCRIPTION                       AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                                          <C>
LAZARD STRATEGIC YIELD PORTFOLIO (CONTINUED)
   Isveimer, 6.347%, 12/18/97 (a)..       $      475,000     $    470,488
   KCS Energy, Inc., 144A, 11.00%,
     1/15/03.......................              565,000          596,075
   Mothers Work, Inc. 144A,
     12.625%, 8/1/05...............              492,000          519,060
   Paribas LBP Participation,
     0.00%, 11/28/96...............              839,441          781,855
   Pathmark Stores, Inc., 11.625%,
     6/15/02.......................              850,000          845,750
   Paxson Communications Corp.
     144A, 11.625%, 10/1/02........              805,000          837,200
   Plains Resources, Inc. 144A,
     10.25%, 3/15/06...............              315,000          311,063
   Poindexter J.B., Inc., 12.50%,
     5/15/04.......................              345,000          296,700
   Pueblo Xtra International,
     9.50%, 8/1/03.................              476,000          428,400
   Reliance Industries Ltd. 144A,
     8.125%, 9/27/05...............              100,000           94,500
   Reliance Industries Ltd. 144A,
     9.375%, 6/24/26...............            1,000,000        1,010,000
   Reliance Industries, Ltd. 144A,
     8.125%, 9/27/05...............              600,000          567,000
   Remington Product Co. 144A,
     11.00%, 5/15/06...............              925,000          920,375
   Silgan Corp., 11.75%, 6/15/02...              767,000          778,505
   Smith's Food & Drug Centers,
     Inc., 11.25%, 5/15/07.........              710,000          715,325
   Sullivan Broadcasting, 10.25%,
     12/15/05......................              400,000          381,000
   Terex Corp. 144A, 13.75%,
     5/15/02.......................              325,000          339,219
   Unisys Corp., 15.00%, 7/1/97
     (a)...........................              600,000          634,500
   Unisys Corp. 144A, 12.00%,
     4/15/03.......................              761,000          778,123
   Univision Network Holding LP,
     7.00%, 12/17/02...............              440,000          365,200
   Walbro Corp. 144A, 9.875%,
     7/15/05.......................              260,000          254,800
   Waxman Industries, Inc. 144A,
     12.75%, 6/1/04................              220,000          147,400
   Williamhouse Regency Delaware
     Inc. 144A, 13.00%,
     11/15/05......................              575,000          651,188
FOREIGN GOVERNMENT OBLIGATIONS
   Morocco Restructuring &
     Consolidation Agreement,
     6.438%, 1/1/09 (a)............            1,500,000        1,083,750
   Republic of Ecuador, 6.625%,
     12/21/04 (a)..................              475,000          349,125
   Republic of Slovenia 144A,
     6.50%, 12/11/06 (a)...........            1,000,000          992,500
   Republic of Venezuela, 6.375%,
     3/31/07 (a)...................            1,750,000        1,268,750
   Venezuela FLIRB, 6.50%, 3/31/07
     (a),(b).......................              250,000          182,187
 
<CAPTION>
                                            PRINCIPAL
            DESCRIPTION                       AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                  <C>  <C>                <C>
MORTGAGE BACKED SECURITIES
   Federal Home Loan Mortgage
     Corp.,
     7.556%, 2/1/24 (a)............       $    1,349,815     $  1,385,669
     8.00%, 5/1/25.................            1,396,678        1,408,452
   Federal National Mortgage
     Association, 11.50%,
     2/1/20........................            3,455,308        3,894,754
   Government National Mortgage
     Association,
     6.00%, 7/20/25 (a)............              271,314          274,112
     6.00%, 10/20/25 (a)...........            1,706,039        1,713,512
     6.00%, 11/20/25 (a)...........              954,027          958,205
U.S. GOVERNMENT OBLIGATIONS
   United States Treasury Notes,
     6.875%, 3/31/97...............              510,000          514,381
                                                             ------------
   TOTAL UNITED STATES DOLLAR......                            55,564,369
                                                             ------------
VENEZUELAN BOLIVAR--0.5%
CORPORATE BOND
   ING VEB Note, 0.00%, 7/19/96
     (a)...........................  VEB     260,000,000          538,687
                                                             ------------
TOTAL CURRENCY DENOMINATED BONDS*
 (Identified cost $95,196,319).....                            95,650,414
                                                             ------------
<CAPTION>
                                              SHARES
                                          --------------
<S>                                  <C>  <C>                <C>
PREFERRED STOCKS--0.7%
 (Identified cost $803,000)
   Cablevision Systems Corp.
     144A..........................  USD           8,000          776,000
                                                             ------------
<CAPTION>
                                            PRINCIPAL
                                              AMOUNT
                                          --------------
<S>                                  <C>  <C>                <C>
COMMERCIAL PAPER--2.9%
   Ford Motor Credit Corp., 5.38%,
     10/1/96.......................       $      775,000          764,345
   General Motors Acceptance Corp.,
     5.32%, 7/12/96................              425,000          424,309
     5.32%, 11/27/96...............              450,000          440,091
     5.33%, 7/11/96................              305,000          304,548
     5.34%, 7/12/96................              450,000          449,266
     5.37%, 7/19/96................              415,000          413,886
     5.53%, 12/12/96...............              460,000          448,412
                                                             ------------
TOTAL COMMERCIAL PAPER
 (Identified cost $3,244,857)......                             3,244,857
                                                             ------------
DISCOUNT NOTES--13.5%
 (Identified cost $14,950,840)
   Federal Home Loan Bank Discount
     Notes, 5.28%, 7/12/96.........           14,975,000       14,950,840
                                                             ------------
TOTAL INVESTMENTS
 (Identified cost
   $114,195,016)(c)................                103.3%     114,622,111
LIABILITIES IN EXCESS OF CASH AND
 OTHER ASSETS......................                 (3.3)      (3,658,008)
                                                    ----       ----------
NET ASSETS.........................                100.0%    $110,964,103
                                                    ----       ----------
                                                    ----       ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-12
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                  <C>  <C>                <C>
LAZARD STRATEGIC YIELD PORTFOLIO (CONTINUED)
</TABLE>
 
(a) Variable rate security. Interest shown is the current rate.
(b) Front Loaded Interest Reduction Bond.
(c) The aggregate cost for federal income tax purposes is $114,195,016;
    aggregate gross unrealized appreciation is $1,669,902 and aggregate gross
    unrealized depreciation is $1,242,807, resulting in net unrealized
    appreciation of $427,095.
 
 *  Percentages of holdings are presented in the portfolio by currency
    denomination.
 
    Percentages by country are as follows:
 
    Argentina 2.5%, Australia 2.0%, Brazil 3.0%, Canada 5.0%, Colombia 0.7%,
    Czech Republic 1.6%, Denmark 1.6%, Ecuador 0.9%, Germany 0.6%, Greece 0.9%,
    Hong Kong 1.8%, Hungary 0.9%, Indonesia 1.5%, Italy 3.0%, Japan 1.7%, Mexico
    1.0%, Morocco 1.0%, Netherlands 0.6%, New Zealand 1.3%, Norway 2.1%,
    Philippines 1.0%, Poland 1.3%, Portugal 0.7%, South Africa 0.7%, Spain 2.9%,
    Thailand 0.8%, Turkey 0.7%, United Kingdom 3.2%, United States 39.4%,
    Venezuela 1.8%.
 
    Percentages by industry are as follows:
 
    Aerospace & Defense 0.7%, Automotive 1.7%, Banking 5.4%, Broadcasting &
    Media 2.6%, Building & Building Materials 1.6%, Chemicals & Chemical
    Manufacturing 1.8%, Communications 0.8%, Computers & Computer Equipment
    1.3%, Electronics 1.0%, Energy Services 1.0%, Entertainment 3.4%,
    Environmental Services 0.2%, Finance 11.7%, Food & Beverages 2.3%, Holdings
    Company 1.1%, Hotels 0.8%, Household Products 0.5%, Industrial & Machinery
    0.3%, Manufacturing 1.8%, Medical & Health Care 1.3%, Miscellaneous 0.9%,
    Oil & Gas Equipment 1.2%, Paper Manufacturing & Products 0.8%, Retail 2.7%,
    Utilities 0.8%, Collateralized Mortgage Obligation 1.2%, Mortgage Backed
    Securities 1.2%, U.S. Government Obligations 11.6%, Foreign Government
    Obligations 24.5%
Forward Foreign Currency Contracts open at June 30, 1996:
<TABLE>
<CAPTION>
                              In                                 Unrealized
    Contracts              Exchange            Delivery         Appreciation
    to Deliver                For                Date          (Depreciation)
- -------------------     ----------------     ------------   ------------------
<S>                     <C>                    <C>            <C>
 $       510,000        CNY   4,502,331         3/26/97       $   17,224
 $       460,000        COP 539,175,200        12/12/96           12,936
 $       450,000        CLP 196,326,000        11/29/96            8,441
AUD    3,439,011        2$,715,000              9/12/96           23,968
CAD    5,370,936        3$,942,965              9/12/96            2,867
 $       139,400        DEM    210,634          9/12/96             (238)
DEM    8,171,751        5$,346,500              9/12/96          (52,409)
 $      1,219,195       DKK   7,146,797         9/12/96            4,780
DKK   17,950,023        3$,038,000              9/12/96          (36,156)
ESP   411,035,539       3$,162,041              9/12/96          (36,612)
GBP    1,910,140        2$,935,357              9/12/96          (29,756)
ITL  4,479,745,500      2$,862,000              9/12/96          (44,569)
 $        50,000        JPY    5,386,250        9/12/96             (217)
JPY   247,398,660       2$,292,049              9/12/96            5,459
 $       293,288        NLG    499,205          9/12/96              997
NLG    1,459,486        8$54,000                9/12/96           (6,377)
NOK   11,424,907        1$,742,000              9/12/96          (20,993)
XEU     1,270,857       1$,569,000              9/12/96          (18,022)
 $      2,319,053       JPY  222,420,361         9/3/96         (265,706)
JPY   222,420,361       2$,364,916               9/3/96          311,569
 $       415,000        CLP 170,797,856         7/22/96           (1,544)
 $       868,585        SKK  26,544,820         7/12/96          (11,388)
 $       326,000        CLP 135,384,540         7/11/96            2,803
 $       611,258        JPY   66,850,222        7/10/96                0
 $      3,258,937       ESP  418,196,616         7/5/96            8,096
 $       112,950        THB   2,865,648          7/5/96              (62)
 $       105,367        ZAR    459,335           7/5/96              642
ESP   331,266,917       2$,581,509               7/5/96           (5,397)
                                                            --------------
                                                              $ (129,664)
                                                            ================
</TABLE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                DESCRIPTION                     SHARES            VALUE
<S>                                          <C>              <C>
- ---------------------------------------------------------------
 
<CAPTION>
<S>                                          <C>              <C>
LAZARD SMALL CAP PORTFOLIO
COMMON STOCKS--90.5%
AEROSPACE & DEFENSE--1.2%
   Alliant Techsystems, Inc. (a)...........       219,900     $  10,362,788
                                                              -------------
AIRLINE--1.1%
   USAir Group, Inc. (a)...................       516,400         9,295,200
                                                              -------------
APPAREL & TEXTILES--0.4%
   Fab Industries, Inc. ...................         8,600           234,350
   Garan, Inc. ............................        80,000         1,360,000
   Superior Surgical Manufacturing
     Co., Inc. ............................       100,000         1,187,500
   Weyco Group, Inc. ......................        10,000           395,000
                                                              -------------
                                                                  3,176,850
                                                              -------------
AUTOMOTIVE--0.1%
   Oshkosh Truck Corp. Class B.............        22,000           310,750
   Wynn's International, Inc. .............        26,250           741,563
                                                              -------------
                                                                  1,052,313
                                                              -------------
AUTO PARTS--1.2%
   Durakon Industries, Inc. (a)............       430,000         6,288,750
   Republic Automotive Parts, Inc. (a).....        15,000           221,250
   Standard Motor Products, Inc. Class A...       215,000         3,843,125
                                                              -------------
                                                                 10,353,125
                                                              -------------
<CAPTION>
                DESCRIPTION                     SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
BANKING & FINANCIAL SERVICES--3.7%
   ALBANK Financial Corp. .................       202,800     $   5,348,850
   Coast Savings Financial, Inc. (a).......       310,000        10,152,500
   Cullen/Frost Bankers, Inc. .............       272,000         7,548,000
   Hibernia Corp. Class A..................       899,600         9,783,150
   North Fork Bancorp., Inc. ..............         2,900            75,768
                                                              -------------
                                                                 32,908,268
                                                              -------------
BROADCASTING--2.0%
   Cablevision Systems Corp. Class A (a)...       169,600         7,844,000
   Home Shopping Network, Inc. (a).........       648,900         7,786,800
   Katz Media Group, Inc. (a)..............       150,300         2,160,563
                                                              -------------
                                                                 17,791,363
                                                              -------------
BUSINESS SERVICES AND SUPPLIES--0.2%
   Ennis Business Forms, Inc. .............        90,000         1,023,750
   Grey Advertising, Inc. .................         4,000           884,000
                                                              -------------
                                                                  1,907,750
                                                              -------------
CHEMICALS & PLASTICS--1.5%
   Aceto Corp. ............................        50,000           762,500
   MacDermid, Inc. ........................        19,700         1,369,150
   Mississippi Chemical Corp. .............       478,000         9,560,000
   NCH Corp. ..............................        22,000         1,413,500
                                                              -------------
                                                                 13,105,150
                                                              -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-13
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                DESCRIPTION                     SHARES            VALUE
<S>                                          <C>              <C>
- ---------------------------------------------------------------
 
<CAPTION>
<S>                                          <C>              <C>
LAZARD SMALL CAP PORTFOLIO (CONTINUED)
COMMERCIAL SERVICES--0.8%
   AFA Protective Systems, Inc. ...........        15,100     $   1,698,750
   Pittston Brink's Group..................       183,300         5,338,613
                                                              -------------
                                                                  7,037,363
                                                              -------------
COMMUNICATIONS--2.9%
   Associated Group, Inc. Class A (a)......        56,650         1,713,662
   Associated Group, Inc. Class B (a)......       256,650         7,667,419
   Cellular Communications of Puerto Rico,
     Inc. (a)..............................       230,058         7,476,885
   International CableTel, Inc. (a)........       296,000         8,732,000
                                                              -------------
                                                                 25,589,966
                                                              -------------
COMPUTERS & BUSINESS EQUIPMENT--3.6%
   Lexmark International Group, Inc. Class
     A (a).................................       545,100        10,970,137
   Stratus Computer, Inc. (a)..............       407,300        11,811,700
   Wang Laboratories, Inc. (a).............       476,000         8,984,500
                                                              -------------
                                                                 31,766,337
                                                              -------------
CONSTRUCTION MATERIALS--0.1%
   Florida Rock Industries, Inc. ..........         3,500            90,563
   Puerto Rican Cement Co., Inc. ..........        35,000         1,089,375
                                                              -------------
                                                                  1,179,938
                                                              -------------
CONSUMER DURABLES--1.4%
   Boston Acoustics, Inc. .................        40,000           850,000
   Briggs & Stratton Corp. ................       289,300        11,897,463
                                                              -------------
                                                                 12,747,463
                                                              -------------
CONTAINERS & PACKAGING--0.8%
   American Filtrona Corp. ................        15,000           453,750
   Ball Corp. .............................       220,700         6,345,125
                                                              -------------
                                                                  6,798,875
                                                              -------------
COSMETICS & TOILETRIES--1.3%
   Alberto Culver Co. Class A..............       276,900        11,076,000
                                                              -------------
DRUGS & HEALTH CARE--5.8%
   FHP International Corp. (a).............       267,100         7,311,862
   Integrated Health Services, Inc. .......       378,200         8,982,250
   Lincare Holdings, Inc. (a)..............       367,000        14,404,750
   Magellan Health Services, Inc. (a)......       577,800        12,422,700
   Perrigo Co. (a).........................       699,000         7,863,750
                                                              -------------
                                                                 50,985,312
                                                              -------------
ELECTRICAL EQUIPMENT--5.2%
   American Power Conversion Corp. (a).....     1,184,300        12,139,075
   Amphenol Corp. Class A (a)..............       683,800        15,727,400
   Anixter International, Inc. (a).........       667,600         9,930,550
   Belden, Inc. ...........................       252,900         7,587,000
                                                              -------------
                                                                 45,384,025
                                                              -------------
ELECTRONICS--1.4%
   Allen Organ Co. Class B.................        35,000         1,321,250
   Lattice Semiconductor Corp. (a).........       459,800        11,092,675
                                                              -------------
                                                                 12,413,925
                                                              -------------
FOOD & BEVERAGE--0.2%
   Farmer Brothers Co. ....................        15,000         2,010,000
                                                              -------------
HOUSEHOLD APPLIANCES & HOME
 FURNISHINGS--1.7%
   Ethan Allen Interiors, Inc. (a).........       298,000         7,375,500
   Haverty Furniture Co., Inc. ............        12,500           128,125
<CAPTION>
                DESCRIPTION                     SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
   National Presto Industries, Inc. .......        42,000     $   1,596,000
   Sunbeam Corp., Inc. ....................       364,100         5,370,475
   Virco Manufacturing Corp. ..............        80,000           770,000
                                                              -------------
                                                                 15,240,100
                                                              -------------
INDUSTRIAL & MACHINERY--4.7%
   Astec Industries, Inc. (a)..............        18,000           157,500
   Brenco, Inc. ...........................        20,000           320,000
   Duriron Co., Inc. ......................       410,100         9,842,400
   Manitowoc Co., Inc. ....................       313,000        11,228,875
   Measurex Corp. .........................       250,200         7,318,350
   Paul Mueller Co. .......................        10,000           317,500
   Penn Engineering & Manufacturing
     Corp. ................................        12,000           283,500
   Penn Engineering & Manufacturing Corp.
     (a)...................................        36,000           679,500
   United Dominion Industries, Ltd.........       500,000        11,500,000
                                                              -------------
                                                                 41,647,625
                                                              -------------
INSURANCE--5.4%
   American Bankers Insurance Group,
     Inc. .................................       208,600         9,100,175
   Hilb, Rogal & Hamilton Co. .............        45,500           631,312
   NAC Re Corp. ...........................       240,000         8,040,000
   Penncorp Financial Group, Inc. .........       339,300        10,772,775
   Reliance Group Holdings, Inc. ..........     1,180,000         8,850,000
   Western National Corp. .................       531,000         9,757,125
                                                              -------------
                                                                 47,151,387
                                                              -------------
LEISURE TIME--1.3%
   Polaris Industries, Inc. ...............       330,000        11,261,250
                                                              -------------
MANUFACTURING--8.1%
   Alltrista Corp. (a).....................       358,400         8,512,000
   Amtrol, Inc. ...........................        20,000           390,000
   Carlisle Companies, Inc. ...............       186,000         9,881,250
   Crane Co. ..............................       271,400        11,127,400
   Graco, Inc. ............................         4,000            81,000
   Herman Miller, Inc. ....................       276,700         8,473,937
   Mark IV Industries, Inc. ...............       479,985        10,859,661
   Robbins & Myers, Inc. ..................         9,500           422,750
   Standex International Corp. ............         3,000            85,500
   Tranzonic Co. Class A...................        80,000           990,000
   Tranzonic Co. Class B...................        40,000           460,000
   TRINOVA Corp. ..........................       380,400        12,695,850
   Varlen Corp. ...........................       343,970         7,223,370
                                                              -------------
                                                                 71,202,718
                                                              -------------
MEDICAL SUPPLIES--1.2%
   Dentsply International, Inc. ...........       240,000        10,200,000
   Isomedix, Inc. (a)......................        10,000           148,750
                                                              -------------
                                                                 10,348,750
                                                              -------------
METALS--1.2%
   Titanium Metals Corp. (a)...............       400,000        10,350,000
                                                              -------------
OIL & GAS--3.1%
   Diamond Shamrock, Inc. .................       200,000         5,775,000
   Helmerich & Payne, Inc. ................       306,500        11,225,562
   RPC, Inc. (a)...........................        18,500           212,750
   Vintage Petroleum, Inc. ................       410,500        10,467,750
                                                              -------------
                                                                 27,681,062
                                                              -------------
PUBLISHING--3.1%
   Banta Corp. ............................       437,650        11,050,662
   Scientific Games Holdings Corp. (a).....       171,100         4,961,900
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-14
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                DESCRIPTION                     SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD SMALL CAP PORTFOLIO (CONTINUED)
   Value Line, Inc. .......................        20,000     $     680,000
   World Color Press, Inc. (a).............       402,000        10,200,750
                                                              -------------
                                                                 26,893,312
                                                              -------------
REAL ESTATE--5.3%
   Alexander's, Inc. (a)...................        80,000         5,810,000
   Avalon Properties, Inc. ................       238,600         5,189,550
   Bay Apartment Communities, Inc. ........       175,000         4,528,125
   Crescent Real Estate Equities, Inc. ....       193,900         7,125,825
   FelCor Suite Hotels, Inc. ..............       330,000        10,065,000
   Liberty Property Trust..................       271,500         5,396,062
   Reckson Associates Reality Corp. .......       260,000         8,580,000
                                                              -------------
                                                                 46,694,562
                                                              -------------
RESTAURANTS, LODGING & ENTERTAINMENT--2.4%
   IHOP Corp. (a)..........................       297,500         8,032,500
   Players International, Inc. (a).........       570,000         5,557,500
   Sbarro, Inc. ...........................       301,300         7,570,162
                                                              -------------
                                                                 21,160,162
                                                              -------------
RETAIL--4.0%
   Fingerhut Cos., Inc. ...................       452,200         7,065,625
   Fred Meyer, Inc. (a)....................       388,000        11,397,500
   Revco D.S., Inc. (a)....................       261,362         6,240,018
   Sotheby's Holdings, Inc. Class A........       693,200        10,051,400
                                                              -------------
                                                                 34,754,543
                                                              -------------
RETAIL TRADE--1.7%
   Carson Pirie Scott & Co. (a)............       431,200        11,534,600
   Dress Barn, Inc. (a)....................       120,000         1,260,000
   Proffitts, Inc. (a).....................        48,800         1,732,400
                                                              -------------
                                                                 14,527,000
                                                              -------------
SERVICES--0.8%
   GTECH Holdings Corp. (a)................       237,700         7,041,863
                                                              -------------
STEEL--2.9%
   Huntco, Inc. Class A....................       308,600         5,709,100
   Lukens, Inc. ...........................       356,600         8,513,825
   Pitt-Des Moines, Inc. ..................         1,500            63,750
   UCAR International, Inc. (a)............       275,000        11,446,875
                                                              -------------
                                                                 25,733,550
                                                              -------------
TECHNOLOGY--0.8%
   Intelligent Electronics, Inc. ..........       855,600         7,272,600
   Verbex Voice Systems, Inc. (a),(b)......       103,840                 0
   Verbex Voice Systems, Inc. (a),(b)......        76,661                 0
                                                              -------------
                                                                  7,272,600
                                                              -------------
TELECOMMUNICATION EQUIPMENT--4.1%
   Allen Group, Inc. ......................       541,700        11,781,975
   Oak Industries, Inc. (a)................       455,900        13,506,037
   Scientific-Atlanta, Inc. ...............       710,000        11,005,000
                                                              -------------
                                                                 36,293,012
                                                              -------------
TEXTILES, SHOES AND APPAREL--0.8%
   Warnaco Group, Inc. Class A.............       265,000         6,823,750
                                                              -------------
TRANSPORTATION--2.1%
   Air Express International Corp. ........       388,600        10,977,950
   Rollins Truck Leasing Co. ..............       685,800         7,115,175
                                                              -------------
                                                                 18,093,125
                                                              -------------
<CAPTION>
                DESCRIPTION                     SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
TRUCKING & FREIGHT FORWARDING--0.9%
   Kysor Industrial Corp. Delaware.........         9,000     $     218,250
   Pittston Burlington Group...............       353,700         7,648,763
                                                              -------------
                                                                  7,867,013
                                                              -------------
TOTAL COMMON STOCKS
 (Identified cost $689,234,533)............                     794,979,395
                                                              -------------
PREFERRED STOCKS--0.0%
 (Identified cost $1,500,000)
TECHNOLOGY--0.0%
   Verbex Voice Systems, Inc. Series F
     (conv.) (a),(b).......................       687,285                 0
                                                              -------------
<CAPTION>
                                              PRINCIPAL
                                                AMOUNT
                                             ------------
<S>                                          <C>              <C>
CORPORATE BONDS--0.6%
 (Identified cost $5,589,000)
COMMUNICATIONS--0.6%
   International CabelTel, Inc., 7.00%,
     6/15/08...............................  $  5,589,000         5,519,138
                                                              -------------
CONVERTIBLE BONDS--0.5%
COMMUNICATIONS--0.5%
   International CableTel, Inc. 144A,
     7.25%, 4/15/05........................     3,400,000         4,071,500
                                                              -------------
RESTAURANTS, LODGING & ENTERTAINMENT--0.0%
   Interactive Light Holdings, Inc., 8.00%,
     1/25/99 (a),(b).......................     1,000,000           500,000
                                                              -------------
TECHNOLOGY--0.0%
   Verbex Voice Systems, Inc., 10.00%,
     6/30/96 (a),(b).......................       100,000                 0
                                                              -------------
TOTAL CONVERTIBLE BONDS
 (Identified cost $4,644,040)..............                       4,571,500
                                                              -------------
DISCOUNT NOTES--8.1%
   Federal Home Loan Bank Discount Notes,
     5.24%, 7/1/96.........................    20,000,000        20,000,000
     5.28%, 7/12/96........................    51,315,000        51,232,212
                                                              -------------
TOTAL DISCOUNT NOTES
 (Identified cost $71,232,212).............                      71,232,212
                                                              -------------
TOTAL INVESTMENTS
 (Identified cost $772,199,785)(c).........          99.7%      876,302,245
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES...............................           0.3         2,682,354
                                                     ----        ----------
NET ASSETS.................................         100.0%    $ 878,984,599
                                                     ----        ----------
                                                     ----        ----------
</TABLE>
 
(a) Non-income producing security.
(b) Private placement (note 6).
(c) The aggregate cost for federal income tax purposes is $772,199,785;
    aggregate gross unrealized appreciation is $127,530,438 and aggregate gross
    unrealized depreciation is $23,427,978, resulting in net unrealized
    appreciation of $104,102,460.
 
- --------------------------------------------------------------------------------
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-15
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
               DESCRIPTION                     SHARES             VALUE
- ---------------------------------------------------------------
<S>                                         <C>               <C>
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO
COMMON STOCKS* --82.7%
ARGENTINA--3.1%
   Capex SA, 144A (a),(c).................        218,800     $   3,610,200
                                                              -------------
AUSTRALIA--3.6%
   Bibury Ltd. (a),(d)....................        472,100                 0
   Energy Equity Corp. Ltd. (a)...........      1,506,000           840,283
   Pacific Mutual Ltd.....................        991,200         1,822,718
   Pasminco Ltd...........................      1,084,500         1,525,544
                                                              -------------
   TOTAL AUSTRALIA........................                        4,188,545
                                                              -------------
BELGIUM--3.2%
   Audiofina..............................         46,500         2,228,327
   Quick Restaurants SA...................         14,400         1,426,130
                                                              -------------
   TOTAL BELGIUM..........................                        3,654,457
                                                              -------------
CANADA--0.9%
   Maple Leaf Foods, Inc. ................        202,200         1,036,695
                                                              -------------
DENMARK--2.3%
   Spar Nord Holding......................         51,000         1,488,606
   Sparekassen Bikuben Girobank...........         36,200         1,235,811
                                                              -------------
   TOTAL DENMARK..........................                        2,724,417
                                                              -------------
FINLAND--5.2%
   Finnair OY.............................        159,700         1,096,481
   Huhtamaki Group........................         65,200         2,181,967
   Sampo Insurance Company Ltd. ..........         46,500         2,700,687
                                                              -------------
   TOTAL FINLAND..........................                        5,979,135
                                                              -------------
FRANCE--3.7%
   Axime (Ex Segin) (a)...................          9,000         1,259,818
   Klepierre..............................         14,600         1,788,242
   Societe des Immeubles de France........         19,300         1,245,742
   Societe des Immuebles de France (a)....            315            20,332
                                                              -------------
   TOTAL FRANCE...........................                        4,314,134
                                                              -------------
GERMANY--2.1%
   Cewe Color Holding AG..................          3,600         1,314,041
   Wuerttembergische Metallwarenfabrik
     AG...................................          5,700         1,162,118
                                                              -------------
   TOTAL GERMANY..........................                        2,476,159
                                                              -------------
HONG KONG--2.3%
   China Apollo Holdings Ltd. (a).........      4,041,000           522,039
   Peregrine Investment...................      1,499,000         2,159,189
                                                              -------------
   TOTAL HONG KONG........................                        2,681,228
                                                              -------------
IRELAND--2.6%
   Fitzwilton PLC.........................      2,289,400         2,192,912
   Unidare PLC (a)........................        241,600           875,530
                                                              -------------
   TOTAL IRELAND..........................                        3,068,442
                                                              -------------
ITALY--3.5%
   Arnoldo Mondadori Editore SPA..........        245,300         1,858,273
   Editoriale L' Espresso SPA (a).........        429,800         1,199,931
   Mediolanum SPA (a).....................        100,000           995,918
                                                              -------------
   TOTAL ITALY............................                        4,054,122
                                                              -------------
JAPAN--8.1%
   Aderans Company Ltd. ..................         90,000         2,402,963
   Cowboy Company Ltd. ...................        131,000         1,772,779
   Dowa Fire & Marine Insurance Co. ......        190,000         1,038,906
 
<CAPTION>
               DESCRIPTION                     SHARES             VALUE
- ---------------------------------------------------------------
<S>                                         <C>               <C>
   FCC Company Ltd. ......................         23,000     $     855,941
   Kanamoto Company Ltd. .................         70,000         1,164,907
   Nisshin Fire & Marine Insurance Co. ...        217,000         1,071,458
   Zenitaka Corp. (a).....................        146,000         1,065,313
                                                              -------------
   TOTAL JAPAN............................                        9,372,267
                                                              -------------
NEW ZEALAND--6.2%
   Fisher & Paykel Industries Ltd. .......        575,516         1,853,054
   Tranz Rail Holdings Ltd. (a)...........         82,600         1,146,075
   Warehouse Group Ltd. ..................      1,140,800         2,040,647
   Wrightson Ltd. ........................      2,873,200         2,115,118
                                                              -------------
   TOTAL NEW ZEALAND......................                        7,154,894
                                                              -------------
NORWAY--3.3%
   Aker AS Class B........................         94,700         1,692,870
   Fokus Bank AS (a)......................        390,800         2,131,932
                                                              -------------
   TOTAL NORWAY...........................                        3,824,802
                                                              -------------
PAKISTAN--0.0%
   Lever Brothers Ltd. ...................            540            12,341
   Packages...............................            750             2,078
                                                              -------------
   TOTAL PAKISTAN.........................                           14,419
                                                              -------------
SOUTH KOREA--1.9%
   Chosun Brewery (a).....................         32,000         1,020,592
   Shinhan Bank...........................         50,900         1,142,238
                                                              -------------
   TOTAL SOUTH KOREA......................                        2,162,830
                                                              -------------
SPAIN--3.5%
   Acerinox SA............................         10,400         1,084,645
   Corporacion Financiera Reunida
     SA (a)...............................      1,070,400         2,993,658
                                                              -------------
   TOTAL SPAIN............................                        4,078,303
                                                              -------------
SWEDEN--4.8%
   Althin Medical AB......................         55,000         1,287,745
   Getinge Industries AB..................         66,198         1,249,944
   TV 4 AB Series A.......................        172,900         3,055,739
                                                              -------------
   TOTAL SWEDEN...........................                        5,593,428
                                                              -------------
SWITZERLAND--6.2%
   Attisholz Holding AG (a)...............          2,600         1,218,685
   Liechtenstein Global Trust.............          5,000         2,439,610
   Logitech International SA (a)..........         14,300         1,795,793
   Swisslog Holding AG....................          5,690         1,683,970
                                                              -------------
   TOTAL SWITZERLAND......................                        7,138,058
                                                              -------------
TAIWAN--3.3%
   ASE Test Ltd. (a)......................         20,000         1,046,250
   Yageo Corp. (a),(c)....................        371,000         2,830,730
                                                              -------------
   TOTAL TAIWAN...........................                        3,876,980
                                                              -------------
UNITED KINGDOM--12.9%
   Anglian Group PLC......................        491,350         1,488,014
   Bell Cablemedia PLC (a),(b)............         75,400         1,262,950
   Berisford PLC..........................        740,000         2,057,152
   Greycoat PLC...........................      1,018,175         2,221,674
   London Clubs International PLC.........        121,300         1,654,824
   McDonnell Information Systems PLC......      1,347,000         1,527,116
   School PLC.............................        736,400         2,962,069
   Takare PLC.............................        869,000         1,756,282
                                                              -------------
   TOTAL UNITED KINGDOM...................                       14,930,081
                                                              -------------
TOTAL COMMON STOCK
 (Identified cost $95,356,097)............                       95,933,596
                                                              -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-16
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
               DESCRIPTION                     SHARES             VALUE
- ---------------------------------------------------------------
<S>                                         <C>               <C>
LAZARD INTERNATIONAL SMALL CAP
 PORTFOLIO (CONTINUED)
PREFERRED STOCKS* --8.2%
AUSTRIA--1.8%
   Bau Holdings AG........................         32,000     $   2,031,436
                                                              -------------
GERMANY--4.5%
   Hornbach Holding AG....................         34,300         2,953,146
   Moebel Walther AG......................         50,770         2,305,933
                                                              -------------
   TOTAL GERMANY..........................                        5,259,079
                                                              -------------
UNITED KINGDOM--1.9%
   Signet Group PLC (a),(b)...............             23         2,208,000
                                                              -------------
TOTAL PREFERRED STOCKS
 (Identified cost $7,341,607).............                        9,498,515
                                                              -------------
WARRANTS--0.0%
 (Identified cost $0)
HONG KONG--0.0%
   Peregrine Investment Holdings
     Ltd. (a).............................        149,900            18,590
                                                              -------------
 
<CAPTION>
                                              PRINCIPAL
                                               AMOUNT
                                            -------------
<S>                                         <C>               <C>
CONVERTIBLE BONDS* --3.4%
PHILIPPINES--1.6%
   Bacnotan Consolidated Industries 144A,
     5.50%, 6/21/04.......................  $   2,000,000         1,880,000
                                                              -------------
UNITED STATES--1.8%
   International CableTel Inc. 144A,
     7.25%, 4/15/05.......................      1,700,000         2,035,750
                                                              -------------
TOTAL CONVERTIBLE BONDS
 (Identified cost $3,700,000).............                        3,915,750
                                                              -------------
DISCOUNT NOTES--2.8%
 (Identified cost $3,244,757)
   Federal Home Loan Bank Discount Notes,
     5.28%, 7/12/96.......................      3,250,000         3,244,757
                                                              -------------
TOTAL INVESTMENTS
 (Identified cost $109,642,461)(e)........           97.1%      112,611,208
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES..............................            2.9         3,383,846
                                                     ----        ----------
NET ASSETS................................          100.0%    $ 115,995,054
                                                     ----        ----------
                                                     ----        ----------
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) Global Depository Receipts.
(d) Bankrupt security valued at zero.
(e) The aggregate cost for federal income tax purposes is $109,642,461;
    aggregate gross unrealized appreciation is $10,007,606 and aggregate gross
    unrealized depreciation is $7,038,859, resulting in net unrealized
    appreciation of $2,968,747.
 
 *  Percentages of common stocks, preferred stocks, and convertible bonds are
    presented in the portfolio by currency denomination.
    Percentages by industry are as follows:
 
    Agriculture 1.8%, Auto Parts 0.7%, Banks 1.0%, Brewery 0.9%, Broadcasting
    5.6%, Building & Construction 0.9%, Computers & Business Equipment 3.9%,
    Construction Materials 4.4%, Cosmetics & Toiletries 2.6%, Electrical
    Equipment 0.8%, Electronics 4.9%, Engineering & Construction 1.8%,
    Entertainment 1.4%, Financial Services 11.2%, Food & Beverage 5.1%, Health
    Care 1.5%, Hotel & Restaurant 1.2%, Household Products 1.0%, Industrial &
    Machinery 2.6%, Insurance 5.0%, Leisure Time 1.1%, Medical Supplies 1.1%,
    Metals 2.2%, Miscellaneous 8.6%, Oil & Gas Exploration 0.7%, Paper Products
    1.1%, Real Estate 3.0%, Retailing 8.3%, Retail Trade 2.0%, Telecommunication
    1.8%, Telephone 1.1%, Transportation & Freight Services 1.9%, Venture
    Capital 3.1%.
 
    Forward Foreign Currency Contracts open at June 30, 1996:
 
<TABLE>
<CAPTION>
                                                           Unrealized
    Contracts            In Exchange        Delivery      Appreciation
   to Deliver                For              Date       (Depreciation)
- -----------------     -----------------     --------     --------------
<S>                   <C>                   <C>          <C>
BEL  191,296,000       $    6,100,000        9/13/96       $  (40,516)
DEM   10,451,210       $    6,860,000        9/13/96          (45,298)
FIM   28,641,330       $    6,100,000        9/13/96         (108,747)
FRF   24,170,244       $    4,676,000        9/13/96          (39,694)
 $        52,328      NZD      76,114        7/5/96                37
 $     1,162,283      FRF   5,971,812        7/3/96            (1,266)
 $     2,336,182      JPY 255,087,674        7/2/96            (3,738)
 $       711,014      NZD   1,040,254        7/2/96             4,675
JPY  179,266,978       $    1,637,739        7/1/96            (1,422)
                                                         --------------
                                                           $ (235,969)
                                                         ================
</TABLE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                SHARES
                                             ------------
<S>                                          <C>              <C>
LAZARD EMERGING MARKETS PORTFOLIO
COMMON STOCKS* --78.8%
ARGENTINA--4.3%
   Capex SA..............................         224,900     $   1,822,419
   Metrogas SA Class B (b)...............         103,400         1,085,700
   Quilmes Industrial Quinsasa (b).......          61,900           634,475
   YPF Sociedad Anonima Class D (b)......          46,300         1,041,750
                                                              -------------
   TOTAL ARGENTINA.......................                         4,584,344
                                                              -------------
 
<CAPTION>
               DESCRIPTION                      SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
BRAZIL--1.3%
   Light Participacoes SA (a)............       1,200,000     $     193,850
   Pao de Acucar 144A (a),(c)............          73,800         1,199,250
                                                              -------------
   TOTAL BRAZIL..........................                         1,393,100
                                                              -------------
CHILE--5.5%
   AFP Provida SA (b)....................          59,300         1,445,437
   Banco BHIF (a),(b)....................          97,400         1,960,175
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-17
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
               DESCRIPTION                      SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD EMERGING MARKETS PORTFOLIO (CONTINUED)
   Chilectra SA (a),(b)..................          21,500     $   1,182,992
   Compania De Telecomunicaciones de
     Chile (b)...........................          13,500         1,324,688
                                                              -------------
   TOTAL CHILE...........................                         5,913,292
                                                              -------------
COLOMBIA--1.1%
   Banco De Bogota.......................         226,401         1,198,534
                                                              -------------
CZECH REPUBLIC--1.3%
   Komercni Banka AS 144A (a),(c)........          51,700         1,395,900
                                                              -------------
ECUADOR--1.2%
   La Cemento Nacional CA
     144A (a),(c)........................           7,300         1,292,100
                                                              -------------
GREECE--2.5%
   Ergo Bank SA..........................          19,100         1,052,156
   Papastratos Cigarette SA (a)..........          24,300           692,034
   Titan Cement Co. SA...................          19,300           954,047
                                                              -------------
   TOTAL GREECE..........................                         2,698,237
                                                              -------------
HONG KONG--5.9%
   Chen Hsong Holdings...................       2,936,000         1,574,049
   Guangshen Railway Co., Ltd. ADS
     (a),(b).............................          78,800         1,507,050
   Peregrine Investment Holdings, Ltd....         846,000         1,218,595
   Tingyi (Cayman Island) Holdings Co.
     (a).................................       4,600,000         1,262,790
   Yue Yuen Industrial Holdings..........       2,862,000           813,404
                                                              -------------
   TOTAL HONG KONG.......................                         6,375,888
                                                              -------------
HUNGARY--3.4%
   Cofinec (a)...........................          16,400           783,100
   Egis Gyogyszergyar....................          21,400         1,279,282
   MOL Magyar Olaj-es Gazipari 144A
     (a),(c).............................         105,700         1,167,985
   Zagrebacka Banka (a),(c)..............          36,200           412,680
                                                              -------------
   TOTAL HUNGARY.........................                         3,643,047
                                                              -------------
INDIA--1.4%
   Ashok Leyland Ltd. 144A (a),(c).......          58,600           820,400
   Hindalco Industries Ltd. 144A
     (a),(c).............................          19,200           729,600
                                                              -------------
   TOTAL INDIA...........................                         1,550,000
                                                              -------------
INDONESIA--11.5%
   Astra International...................       1,141,500         1,655,236
   Bank Bali.............................         591,750         1,271,214
   Citra Marga Nusaphala Persada.........       1,014,000         1,546,595
   Kawasan Industries Jababeka...........         707,250         1,033,147
   Matahari Putra Prima..................         380,000           693,878
   Ramayana Lestari (a)..................           1,215         3,883,824
   Steady Safe...........................         927,000         1,194,844
   Trias Sentosa.........................         558,500         1,091,805
                                                              -------------
   TOTAL INDONESIA.......................                        12,370,543
                                                              -------------
MALAYSIA--5.4%
   Edaran Otomobil Nasional Berhad.......         160,000         1,532,973
   IOI Properties Berhad.................         343,000         1,079,395
   Rashid Hussain Berhad.................         389,000         1,426,879
   Sistem Televisyen Malaysia Berhad
     (a).................................         238,000           486,590
   Sistem Televisyen Malaysia Berhad A
     Shares (a)..........................         140,000           286,230
   Southern Bank Berhad..................         417,000         1,019,723
                                                              -------------
   TOTAL MALAYSIA........................                         5,831,790
                                                              -------------
 
<CAPTION>
               DESCRIPTION                      SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
MEXICO--7.5%
   Cemex SA de CV........................         435,900     $   1,563,148
   Corporacion Geo SA de CV 144A
     (a),(b).............................          75,000         1,312,500
   Elamex SA de CV (a)...................         111,100         1,111,000
   Fomento Economico Mexicano SA de CV
     Series B............................         551,000         1,583,626
   Grupo Embotelladoras de Mexico SA de
     CV (a),(b)..........................         139,500         1,482,187
   Pan American Beverages, Inc. Class A
     (b).................................          21,700           971,075
                                                              -------------
   TOTAL MEXICO..........................                         8,023,536
                                                              -------------
MOROCCO--1.3%
   Banque Marocaine de Commerce 144A
     (a),(c).............................         100,000         1,400,000
                                                              -------------
PAKISTAN--0.9%
   Hub Power Ltd. 144A (a),(c)...........          38,000           921,500
                                                              -------------
PERU--1.2%
   Cerveceria Backus & Johnston..........       1,014,041         1,282,598
                                                              -------------
PHILIPPINES--3.3%
   Alaska Milk Corp. (a).................       8,624,000         1,053,313
   Benpres Holdings Corp. 144A (a),(c)...         134,600         1,094,298
   Fil-Estate Land Inc...................       1,080,000         1,380,916
                                                              -------------
   TOTAL PHILIPPINES.....................                         3,528,527
                                                              -------------
PORTUGAL--3.3%
   Banco Totta e Acores..................          61,900         1,211,500
   Investec-Consultadoria Internacional
     SA (a)..............................          37,200         1,236,038
   Portugal Telecom SA (a),(b)...........          40,400         1,060,500
                                                              -------------
   TOTAL PORTUGAL........................                         3,508,038
                                                              -------------
RUSSIA--0.8%
   First NIS Regional Fund (a)...........          88,000           880,000
                                                              -------------
SOUTH AFRICA--6.9%
   Amalgamated Banks of South Africa.....         275,000         1,523,194
   Barlow Ltd. ..........................         148,400         1,549,758
   JD Group Ltd. ........................         295,354         1,601,851
   Kersaf Investments Ltd. ..............         100,800         1,032,892
   Malbak Ltd. ..........................         324,390         1,609,597
   Malbak Ltd. 144A (c)..................           8,610            40,897
                                                              -------------
   TOTAL SOUTH AFRICA....................                         7,358,189
                                                              -------------
SOUTH KOREA--6.5%
   Chosun Brewery (a)....................          29,569           943,059
   Korea Chemical Company, Ltd. .........           3,760           406,383
   Korea Mobile Telecom Corp. ...........           1,106         1,352,505
   New Korea Trust (a)...................          50,000           819,000
   Pohang Iron & Steel Co., Ltd. ........          12,000           978,846
   Samsung Electronics Ltd. 144A
     (a),(d).............................          13,900           333,600
   Samsung Electronics Ltd. 144A
     (a),(e).............................           4,189            75,402
   Samsung Electronics Ltd. (Bonus
     Shares) 144A (a),(c)................              62             2,418
   Samsung Electronics Ltd. 144A
     (a),(f).............................             204            10,404
   Seoul City Gas Co. ...................          16,400         1,283,777
   Shinhan Bank..........................          35,800           803,382
                                                              -------------
   TOTAL SOUTH KOREA.....................                         7,008,776
                                                              -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-18
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
               DESCRIPTION                      SHARES            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD EMERGING MARKETS PORTFOLIO (CONTINUED)
TAIWAN--1.6%
   Siliconware Precision Industries Inc.
     144A (a),(c)........................          58,720     $     462,420
   Yageo Corp. (a),(c)...................         167,300         1,276,499
                                                              -------------
   TOTAL TAIWAN..........................                         1,738,919
                                                              -------------
VENEZUELA--0.7%
   Venezolana de Cementos................         392,000           747,852
                                                              -------------
TOTAL COMMON STOCKS
 (Identified cost $76,315,521)...........                        84,644,710
                                                              -------------
PREFERRED STOCKS* --7.5%
ARGENTINA--0.5%
   Quilmes Industrial Quinsasa (a),(b)...          55,650           570,412
                                                              -------------
BRAZIL--6.0%
   Banco Itau SA.........................       3,300,000         1,340,736
   Cemig Cia Energetica de Minas Gerais..      47,908,000         1,273,793
   Companhia Cervejaria Brahma (a).......       2,814,400         1,678,775
   Companhia Cimento Portla Itau.........       4,100,000         1,159,530
   Dixie Toga SA.........................       1,004,500           970,290
                                                              -------------
   TOTAL BRAZIL..........................                         6,423,124
                                                              -------------
COLOMBIA--1.0%
   Gran Cadena de Almacenes Class B 144A
     (b).................................          77,400         1,025,550
                                                              -------------
TOTAL PREFERRED STOCKS
 (Identified cost $7,504,483)............                         8,019,086
                                                              -------------
WARRANTS--0.0%
HONG KONG--0.0%
   Peregrine Investment Holdings Ltd.
     (a).................................          65,900             8,258
                                                              -------------
INDONESIA--0.0%
   Bank Bali (a).........................          29,000            15,575
                                                              -------------
TOTAL WARRANTS
 (Identified cost $0)....................                            23,833
                                                              -------------
RIGHTS--0.0%
 (Identified cost $0)
MALAYSIA--0.0%
   South Bank Berhad.....................          63,750                 0
                                                              -------------
 
<CAPTION>
                                              PRINCIPAL
                                                AMOUNT
                                             ------------
<S>                                          <C>              <C>
BONDS* --1.7%
 (Identified cost $1,770,750)
SOUTH AFRICA--1.7%
   Republic of South Africa, 11.50%,
     5/30/00.............................    $  8,725,000         1,852,374
                                                              -------------
CONVERTIBLE BONDS* --1.2%
PHILIPPINES--0.8%
   Bacnotan Consolidated Industries,
     5.50%, 6/21/04......................         950,000           893,000
                                                              -------------
<CAPTION>
                                              PRINCIPAL
               DESCRIPTION                      AMOUNT            VALUE
- ---------------------------------------------------------------
<S>                                          <C>              <C>
TAIWAN--0.4%
   United Micro Electronics (a), 1.25%,
     6/8/04..............................    $    285,000     $     363,375
                                                              -------------
TOTAL CONVERTIBLE BONDS
 (Identified cost $1,406,575)............                         1,256,375
                                                              -------------
DISCOUNT NOTES--16.1%
 (Identified cost $17,327,001)
   Federal Home Loan Bank Discount Notes,
     5.28%, 7/12/96......................      17,355,000        17,327,001
                                                              -------------
TOTAL INVESTMENTS
 (Identified cost $104,324,330) (g)......           105.3%      113,123,379
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS..................................            (5.3)       (5,695,242)
                                                     ----        ----------
NET ASSETS...............................           100.0%    $ 107,428,137
                                                     ----        ----------
                                                     ----        ----------
</TABLE>
 
(a)  Non-income producing security.
(b) American Depository Receipts.
(c) Global Depository Receipts ("GDR").
(d) GDR. One GDR represents 1/2 of a non-voting share.
(e) GDR. One GDR represents 1/2 of a non-voting preferred share.
(f)  GDR. One GDR represents 1/2 of a common share.
(g) The aggregate cost for federal income tax purposes is $104,324,330;
    aggregate gross unrealized appreciation is $11,178,633 and aggregate gross
    unrealized depreciation is $2,379,584, resulting in net unrealized
    appreciation of $8,799,049.
 
 *  Percentages of stocks and bonds are presented in the portfolio by currency
    denomination.
 
    Percentage by industry are as follows:
 
    Apparel & Textiles 0.8%, Automotive 1.4%, Banks 10.0%, Brewery 3.0%,
    Broadcasting 0.8%, Business Services & Supplies 1.1%, Chemicals & Plastics
    1.4%, Commercial Services 1.4%, Communications 5.2%, Conglomerates 3.0%,
    Construction Materials 5.5%, Domestic Oil 1.0%, Drugs & Health Care 1.2%,
    Electronics 2.4%, Financial Services 8.4%, Food & Beverages 7.1%, Holding
    Company--Diversified 2.6%, Homebuilders 1.2%, Industrial & Machinery 3.5%,
    International Oil 2.1%, Leisure Time 1.0%, Metals 0.7%, Miscellaneous 4.9%,
    Real Estate 2.3%, Registered Investment Company 0.8%, Retailing 7.7%, Steel
    0.9%, Tobacco 0.6%, Transportation 1.4%, Trusts 0.8%, Utilities 3.3%,
    Foreign Government Obligations 1.7%.
 
Forward Foreign Currency Contracts open at June 30, 1996:
 
<TABLE>
<CAPTION>
                                                     Unrealized
 Contracts         In Exchange        Delivery      Appreciation
to Deliver             For              Date       (Depreciation)
- -----------     -----------------     --------     --------------
<S>             <C>                   <C>          <C>
$3,890,000      IDR 9,039,600,000      7/17/96        $ (6,176)
$  514,442      IDR 1,195,563,578       7/3/96            (773)
$   52,590      IDR   122,323,639       7/2/96             (34)
$   84,322        MYR     210,637       7/2/96             118
$3,890,000      IDR 9,039,600,000       7/1/96          (6,176)
$  141,246        MYR     352,196       7/1/96             (56)
$2,008,862       ZAR    8,658,196       7/1/96         (10,664)
                                                   --------------
                                                      $(23,761)
                                                   ================
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-19
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                  DESCRIPTION                      SHARES          VALUE
- ---------------------------------------------------------------
<S>                                               <C>           <C>
LAZARD GLOBAL EQUITY PORTFOLIO
COMMON STOCKS--95.8%
AUSTRALIA--1.1%
   Westpac Bank Corp. ..........................     12,100     $    53,535
                                                                -----------
FINLAND--0.9%
   Kymmene OY (a)...............................      2,212          45,896
                                                                -----------
FRANCE--7.6%
   Accor SA.....................................        340          47,593
   Alcatel Alsthom (Cie Gen El).................        750          65,470
   Cie de Saint Gobain..........................        330          44,204
   Generale des Eaux............................        630          70,427
   Rhone-Poulenc A..............................         48           1,263
   Rhone-Poulenc SA.............................      2,800          73,489
   Societe Nationale Elf Aquitaine..............      1,100          80,967
                                                                -----------
   TOTAL FRANCE.................................                    383,413
                                                                -----------
GERMANY--8.0%
   Daimler Benz AG (a)..........................        180          96,422
   Hoechst AG...................................      2,500          84,841
   Mannesmann AG................................        235          81,296
   Siemens AG...................................      1,350          72,183
   Veba AG......................................      1,320          70,206
                                                                -----------
   TOTAL GERMANY................................                    404,948
                                                                -----------
HONG KONG--1.5%
   HSBC Holdings, Ltd. .........................      4,863          73,503
                                                                -----------
JAPAN--17.4%
   DDI Corp. ...................................          8          69,931
   Honda Motor Co. .............................      3,000          77,904
   Matsushita Electric Industrial Co. ..........      4,000          74,613
   Mitsubishi Heavy Ind. .......................      6,000          52,284
   Mitsui Marine & Fire.........................      3,000          23,892
   NKK Corp. (a)................................     19,000          57,678
   Omron Corp. .................................      2,000          42,610
   Promise Company Ltd. ........................      1,000          49,376
   Ricoh Company, Ltd. .........................      7,000          74,247
   Rohm Company, Ltd. ..........................      1,000          66,200
   Sekisui Chemical Co. ........................      4,000          49,010
   Sony Corp. ..................................      1,300          85,704
   Sumitomo Trust & Banking.....................      6,000          82,293
   Toyota Motor Corp. ..........................      3,000          75,161
                                                                -----------
   TOTAL JAPAN..................................                    880,903
                                                                -----------
NETHERLANDS--4.1%
   Heineken NV..................................        330          73,798
   ING Groep NV.................................      2,050          61,181
   Royal Dutch Petroleum Co. (b)................        480          73,800
                                                                -----------
   TOTAL NETHERLANDS............................                    208,779
                                                                -----------
SPAIN--0.9%
   ENDESA.......................................        740          46,190
                                                                -----------
SWEDEN--2.0%
   Astra AB Series B............................      1,180          51,513
   Nackebro Fastighets AB (a)...................        150           1,858
   Svenska Handelsbanken Series A...............      2,400          50,211
                                                                -----------
   TOTAL SWEDEN.................................                    103,582
                                                                -----------
 
<CAPTION>
                  DESCRIPTION                      SHARES          VALUE
- ---------------------------------------------------------------
<S>                                               <C>           <C>
SWITZERLAND--3.5%
   Baloise Holdings Ltd. .......................         21     $    45,689
   Ciba Geigy AG................................         60          73,188
   Nestle SA....................................         50          57,151
                                                                -----------
   TOTAL SWITZERLAND............................                    176,028
                                                                -----------
UNITED KINGDOM--11.2%
   Allied Domecq PLC............................      6,900          48,543
   British Aerospace PLC........................      4,850          73,552
   Cadbury Schweppes PLC........................      8,951          70,757
   General Electric Co. PLC.....................      8,600          46,279
   Lloyds Abbey Life PLC........................      7,700          60,749
   Mirror Group PLC.............................     16,200          51,199
   National Power P/P Ord. PLC..................     10,700          63,811
   Redland PLC..................................      5,500          33,996
   Sears PLC....................................     33,300          51,199
   Thorn EMI PLC................................        870          24,240
   Unilever PLC.................................      2,180          43,336
                                                                -----------
   TOTAL UNITED KINGDOM.........................                    567,661
                                                                -----------
UNITED STATES--37.6%
   Aetna Life & Casualty Co. ...................      1,000          71,500
   Allied Signal, Inc. .........................      1,100          62,838
   Amoco Corp. .................................        990          71,650
   AMR Corp. (a)................................        500          45,500
   Archer Daniels Midland Co. ..................      2,750          52,594
   AT&T Corp. ..................................      1,960         121,520
   BankAmerica Corp. ...........................        930          70,447
   Champion International Corp. ................        980          40,915
   Chase Manhattan Corp. .......................      1,550         109,469
   Columbia/HCA Healthcare Corp. ...............        980          52,308
   Deere & Co. .................................      1,200          48,000
   Digital Equipment Corp. (a)..................      1,730          77,850
   Du Pont (E.I.) De Nemours & Co. .............      1,060          83,872
   General Electric Co. ........................        900          77,850
   International Business Machines Corp. .......        820          81,180
   ITT Industries, Inc. ........................      1,780          44,723
   Kimberly-Clark Corp. ........................        980          75,705
   Lockheed Martin Corp. .......................      1,400         117,600
   Mobil Corp. .................................        900         100,912
   Philip Morris Companies, Inc. ...............      1,100         114,400
   Sears Roebuck & Co. .........................      1,620          78,772
   Travelers Group, Inc. .......................      1,650          75,281
   U S West, Inc. (a)...........................      2,130          38,873
   UST, Inc. ...................................      1,600          54,800
   Viacom, Inc. Class B (a).....................      1,270          49,371
   Xerox Corp. .................................      1,590          85,065
                                                                -----------
   TOTAL UNITED STATES..........................                  1,902,995
                                                                -----------
TOTAL COMMON STOCKS
 (Identified cost $4,652,678)...................                  4,847,433
                                                                -----------
PREFERRED STOCKS--1.0%
 (Identified cost $51,492)
ITALY--1.0%
   Fiat SPA.....................................     27,000          47,432
                                                                -----------
RIGHTS--0.0%
 (Identified cost $0)
GERMANY--0.0%
   Daimler Benz AG (a)..........................         80              11
                                                                -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-20
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                  PRINCIPAL
                  DESCRIPTION                      AMOUNT          VALUE
- ---------------------------------------------------------------
<S>                                               <C>           <C>
LAZARD GLOBAL EQUITY PORTFOLIO (CONTINUED)
DISCOUNT NOTES--3.9%
 (Identified cost $199,677)
   Federal Home Loan Bank Discount Notes, 5.28%,
     7/12/96....................................  $ 200,000     $   199,678
                                                                -----------
TOTAL INVESTMENTS
 (Identified cost $4,903,847)(c)................      100.7%      5,094,554
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS.........................................       (0.7)        (36,103)
                                                       ----        --------
NET ASSETS......................................      100.0%    $ 5,058,451
                                                       ----        --------
                                                       ----        --------
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) The aggregate cost for federal income tax purposes is $4,903,847; aggregate
    gross unrealized appreciation is $272,706 and aggregate gross unrealized
    depreciation is $81,999, resulting in net unrealized appreciation of
    $190,707.
 
 *  Percentages of common and preferred stocks are presented in the portfolio by
    country.
 
    Percentages by industry are as follows:
 
    Aerospace & Defense 5.0%, Agricultural Machinery 0.9%, Airline 0.9%,
    Automotive 5.9%, Banks 6.5%, Broadcasting 1.0%, Business Services & Supplies
    1.4%, Chemicals & Plastics 7.3%, Computer & Business Equipment 6.3%,
    Conglomerates 0.9%, Construction Materials 0.7%, Containers & Glass 0.9%,
    Drugs & Health Care 2.1%, Electrical Equipment 6.0%, Electronics 1.3%,
    Energy 4.9%, Financial Services 5.9%, Food & Beverages 6.0%, Forest Products
    & Paper 0.9%, Gas Exploration 1.6%, Household Appliances & Home Furnishings
    3.6%, Household Products 0.9%, Industrial & Machinery 2.6%, Insurance 4.0%,
    Leisure Time 0.9%, Newspapers 1.0%, Paper Products 2.3%, Retail Trade 2.6%,
    Steel 1.1%, Telephone 4.6%, Tobacco 3.3%, Utilities 3.5%.
 
Forward Foreign Currency Contracts open at June 30, 1996:
 
<TABLE>
<CAPTION>
                                                 Unrealized
Contracts       In Exchange       Delivery      Appreciation
to Deliver          For             Date       (Depreciation)
- ----------     --------------     --------     --------------
<S>            <C>                <C>          <C>
 $ 69,561      FRF   358,563      7/31/96           $150
 $ 19,670      GBP    12,759       7/2/96            116
                                                     ---
                                                    $266
                                                     ---
                                                     ---
</TABLE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                  DESCRIPTION                     SHARES          VALUE
- ---------------------------------------------------------------
<S>                                              <C>           <C>
LAZARD BANTAM VALUE PORTFOLIO
COMMON STOCKS--96.3%
AEROSPACE & DEFENSE--3.0%
   AAR Corp....................................     12,500     $    254,688
   Power Control Technologies, Inc. (a)........     33,400          304,775
                                                               ------------
                                                                    559,463
                                                               ------------
AIRLINE--2.0%
   World Airways, Inc. (a).....................     53,700          375,900
                                                               ------------
AUTO PARTS--3.6%
   APS Holding Corp. (a).......................     18,400          404,800
   Keystone Automotive Industries, Inc. (a)....     25,000          259,375
                                                               ------------
                                                                    664,175
                                                               ------------
CHEMICALS & PLASTICS--2.4%
   Mississippi Chemical Corp...................     21,900          438,000
                                                               ------------
COMPUTER SOFTWARE--2.3%
   BancTec, Inc. (a)...........................     21,100          427,275
                                                               ------------
CONSUMER GOODS--4.7%
   Fedders Corp................................     74,500          437,688
   Toro Co.....................................     13,000          430,625
                                                               ------------
                                                                    868,313
                                                               ------------
CONTAINERS & GLASS--1.9%
   United States Can Corp. (a).................     21,400          347,750
                                                               ------------
DRUGS & HEALTH CARE--2.3%
   Integrated Health Services, Inc.............     18,000          427,500
                                                               ------------
ELECTRICAL EQUIPMENT--4.5%
   Berg Electronics Corp. (a)..................     17,800          422,750
   Esterline Technologies Corp. (a)............     16,600          415,000
                                                               ------------
                                                                    837,750
                                                               ------------
FINANCIAL SERVICES--10.6%
   ALBANK Financial Corp.......................      8,400          221,550
   Bay View Capital Corp.......................     12,800          435,200
 
<CAPTION>
                  DESCRIPTION                     SHARES          VALUE
- ---------------------------------------------------------------
<S>                                              <C>           <C>
   Coast Savings Financial, Inc. (a)...........     13,500     $    442,125
   National Auto Credit, Inc. (a)..............     39,350          447,606
   Trans Financial, Inc........................     24,000          420,000
                                                               ------------
                                                                  1,966,481
                                                               ------------
HOTELS & RESTAURANTS--3.2%
   Bally's Grand, Inc. (a).....................      5,000          212,500
   Davco Restaurants, Inc. (a).................     43,000          376,250
                                                               ------------
                                                                    588,750
                                                               ------------
INDUSTRIAL & MACHINERY--9.8%
   Applied Power, Inc..........................     16,900          473,200
   Gardner Denver Machinery, Inc. (a)..........     16,500          435,187
   Graco, Inc. ................................     22,500          455,625
   Scotsman Industries, Inc....................     22,000          442,750
                                                               ------------
                                                                  1,806,762
                                                               ------------
INSURANCE--4.8%
   Delphi Financial Group, Inc. Class A (a)....     16,400          442,800
   MMI Cos., Inc...............................     14,700          453,862
                                                               ------------
                                                                    896,662
                                                               ------------
MANUFACTURING--6.7%
   ABC Rail Products Corp. (a).................     20,500          443,312
   Regal-Beloit Corp...........................     22,900          452,275
   Varlen Corp.................................     16,500          346,500
                                                               ------------
                                                                  1,242,087
                                                               ------------
MEDICAL SUPPLIES--4.0%
   SpaceLabs Medical, Inc. (a).................     14,000          325,500
   Sunrise Medical, Inc. (a)...................     21,100          406,175
                                                               ------------
                                                                    731,675
                                                               ------------
PETROLEUM EQUIPMENT & SERVICES--2.3%
   Coflexip SA (a), (b)........................     24,500          425,688
                                                               ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-21
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                  DESCRIPTION                     SHARES          VALUE
- ---------------------------------------------------------------
<S>                                              <C>           <C>
LAZARD BANTAM VALUE PORTFOLIO (CONTINUED)
PUBLISHING--5.0%
   Mecklermedia Corp. (a)......................     25,000     $    506,250
   Scientific Games Holdings Corp. (a).........     14,300          414,700
                                                               ------------
                                                                    920,950
                                                               ------------
REAL ESTATE--1.3%
   JDN Realty Corp.............................     11,000          246,125
                                                               ------------
RETAIL--2.4%
   Big B, Inc. ................................     47,200          448,400
                                                               ------------
STEEL--4.5%
   Schnitzer Steel Industries, Inc. Class A....     17,200          460,100
   The Carbide/Graphite Group, Inc. (a)........     20,000          375,000
                                                               ------------
                                                                    835,100
                                                               ------------
TELECOMMUNICATION EQUIPMENT--4.1%
   Allen Group, Inc. ..........................     14,400          313,200
   Elamex SA de C.V. (a).......................     45,200          452,000
                                                               ------------
                                                                    765,200
                                                               ------------
TOYS & AMUSEMENTS--2.4%
   Toy Biz, Inc. (a)...........................     21,800          441,450
                                                               ------------
TRANSPORTATION--5.9%
   Genesee & Wyoming Inc. Class A (a)..........     30,000          615,000
   RailTex, Inc. (a)...........................     18,600          478,950
                                                               ------------
                                                                  1,093,950
                                                               ------------
TRUCKING & FREIGHT FORWARDING--2.6%
   Pittston Burlington Group...................     22,300          482,238
                                                               ------------
TOTAL COMMON STOCKS
 (Identified cost $16,926,068).................                  17,837,644
                                                               ------------
 
<CAPTION>
                                                 PRINCIPAL
                  DESCRIPTION                     AMOUNT          VALUE
- ---------------------------------------------------------------
<S>                                              <C>           <C>
DISCOUNT NOTES--3.7%
 (Identified cost $678,903)
   Federal Home Loan Bank Discount Notes,
     5.28%, 7/12/96............................  $ 680,000     $    678,903
                                                               ------------
TOTAL INVESTMENTS
 (Identified cost $17,604,971)(c)..............      100.0%      18,516,547
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS........................................        0.0           (2,132)
                                                      ----        ---------
NET ASSETS.....................................      100.0%    $ 18,514,415
                                                      ----        ---------
                                                      ----        ---------
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) The aggregate cost for federal income tax purposes is $17,604,971; aggregate
    gross unrealized appreciation is $1,190,801 and aggregate gross unrealized
    depreciation is $279,225, resulting in net unrealized appreciation of
    $911,576.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-22
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                   LAZARD              LAZARD
                                                              LAZARD           INTERNATIONAL        INTERNATIONAL
                                                              EQUITY               EQUITY           FIXED-INCOME
                                                             PORTFOLIO           PORTFOLIO           PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>                  <C>
ASSETS
Investments in securities, at value*.....................  $ 249,564,315       $1,559,423,679       $ 56,552,556
Cash.....................................................         20,636           18,547,320                 --
Net foreign currency contracts (note 2)..................             --                   --             32,147
Receivables for:
  Investments sold.......................................             --            5,675,928          7,890,584
  Dividends and interest.................................        399,320           10,480,038          1,372,035
  Capital stock sold.....................................        203,197            1,986,343          1,088,260
Due from Manager (note 3)................................             --                   --                 --
Deferred organizational expenses (note 2)................             --                4,531              4,962
                                                           -------------       --------------       ------------
Total assets.............................................    250,187,468        1,596,117,839         66,940,544
                                                           -------------       --------------       ------------
LIABILITIES
Payables for:
  Investments purchased..................................             --           17,199,931          8,817,482
  Capital stock repurchased..............................         44,100            1,207,486            124,885
  Dividends declared.....................................            788                4,276             54,885
Investment management fees payable (note 3)..............        166,672              951,480             58,373
Net foreign currency contracts (note 2)..................             --               24,160                 --
Due to Custodian.........................................             --                   --            120,317
Due to Manager...........................................             --                   --                 --
Accrued directors fees payable...........................          2,875                2,875              2,878
Accrued expenses and other payables......................         74,340            1,553,564             64,651
                                                           -------------       --------------       ------------
Total liabilities........................................        288,775           20,943,772          9,243,471
                                                           -------------       --------------       ------------
Net assets, at value.....................................    249,898,693        1,575,174,067         57,697,073
                                                           -------------       --------------       ------------
                                                           -------------       --------------       ------------
NET ASSETS
Paid in capital..........................................    205,839,631        1,331,638,375         57,446,598
Undistributed investment income--net.....................        719,348           19,654,932             24,128
Unrealized appreciation (depreciation) on:
  Investments--net.......................................     34,269,831          182,494,106            373,109
  Foreign currency--net..................................             --               18,973             30,699
Accumulated realized gain (loss)--net....................      9,069,883           41,367,681           (177,461)
                                                           -------------       --------------       ------------
NET ASSETS, AT VALUE.....................................  $ 249,898,693       $1,575,174,067       $ 57,697,073
                                                           -------------       --------------       ------------
                                                           -------------       --------------       ------------
Shares of capital stock outstanding**....................     13,517,069          116,861,655          5,514,213
                                                           -------------       --------------       ------------
                                                           -------------       --------------       ------------
NET ASSET VALUE PER SHARE................................  $       18.49       $        13.48       $      10.46
                                                           -------------       --------------       ------------
                                                           -------------       --------------       ------------
</TABLE>
 
 * For identified cost, see accompanying portfolios of investments
** $0.001 par value, 1,000,000,000 shares authorized
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-23
<PAGE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                        LAZARD                              LAZARD            LAZARD           LAZARD           LAZARD
       LAZARD          STRATEGIC          LAZARD         INTERNATIONAL       EMERGING          GLOBAL           BANTAM
        BOND             YIELD           SMALL CAP         SMALL CAP          MARKETS          EQUITY           VALUE
     PORTFOLIO         PORTFOLIO         PORTFOLIO         PORTFOLIO         PORTFOLIO        PORTFOLIO       PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>              <C>               <C>               <C>               <C>               <C>             <C>
    $ 81,942,356     $ 114,622,111     $ 876,302,245     $ 112,611,208     $ 113,123,379     $ 5,094,554     $ 18,516,547
          42,972           639,581         2,473,300         1,472,707         4,083,584          24,285            2,860
              --                --                --                --                --             266               --
       2,510,314         4,247,750         8,076,106         6,814,070                --              --               --
         757,845         2,062,329           771,485           284,071           300,118          19,267           12,230
          21,402         1,469,335         1,296,357           276,114           588,149              --           60,337
              --                --                --                --                --          63,501            8,632
           5,034             3,487             4,567             8,523            12,171              --               --
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
      85,279,923       123,044,593       888,924,060       121,466,693       118,107,401       5,201,873       18,600,606
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
      20,932,101        11,325,419         9,023,068         5,061,364        10,405,115          90,571           47,616
         155,000           337,339           157,220            18,668                --              --               --
          63,978           102,696               160                --                98              --               --
          57,889           102,111           527,384            62,187           128,796              --               --
              --           129,664                --           235,969            23,761              --               --
              --                --                --                --                --              --               --
              --                --                --                --            20,680              --               --
           2,875             2,875             5,956             2,875             2,875           2,875            1,689
          34,368            80,386           225,673            90,576            97,939          49,976           36,886
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
      21,246,211        12,080,490         9,939,461         5,471,639        10,679,264         143,422           86,191
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
      64,033,712       110,964,103       878,984,599       115,995,054       107,428,137       5,058,451       18,514,415
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
      65,443,626       111,967,798       717,289,979       109,911,662        98,972,674       4,831,252       16,445,547
          40,199            64,096         2,546,589           889,397           767,415          42,524            9,210
        (214,296)          427,095       104,102,460         2,968,747         8,799,049         190,707          911,576
              --          (140,838)               --          (245,875)          (39,799)           (204)              --
      (1,235,817)       (1,354,048)       55,045,571         2,471,123        (1,071,202)         (5,828)       1,148,082
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
    $ 64,033,712     $ 110,964,103     $ 878,984,599     $ 115,995,054     $ 107,428,137     $ 5,058,451     $ 18,514,415
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
       6,597,785        11,503,057        49,674,109        10,118,936         9,663,479         480,216        1,572,762
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
    $       9.71     $        9.65     $       17.70     $       11.46     $       11.12     $     10.53     $      11.77
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
    ------------     -------------     -------------     -------------     -------------     -----------     ------------
</TABLE>
 
                                       F-24
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                         LAZARD           LAZARD
                                                                         LAZARD       INTERNATIONAL    INTERNATIONAL
                                                                         EQUITY          EQUITY        FIXED-INCOME
                                                                       PORTFOLIO        PORTFOLIO        PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>              <C>
INVESTMENT INCOME
Income:
  Interest.........................................................   $    363,074    $   2,128,418     $  1,720,203
  Dividends........................................................      2,201,147       24,170,469               --
                                                                      ------------    -------------    -------------
Total investment income*...........................................      2,564,221       26,298,887        1,720,203
                                                                      ------------    -------------    -------------
EXPENSES:
  Management fees (note 3).........................................        829,443        5,490,910          189,480
  Administration fees (note 3).....................................         40,793          138,761           23,638
  Custodian fees (note 2)..........................................         40,993          860,808           47,067
  Professional services............................................         19,122           66,486           11,115
  Registration fees................................................         35,733           74,310           21,371
  Shareholder services.............................................         15,977           24,056            8,716
  Directors' fees and expenses.....................................          6,912            6,911            6,915
  Shareholders' reports............................................          2,986            5,314            1,523
  Amortization of organizational expenses (note 2).................             --            6,734            6,734
  Other............................................................          5,599           37,293            2,108
                                                                      ------------    -------------    -------------
Total expenses before fees waived and expenses reimbursed..........        997,558        6,711,583          318,667
  Management fees waived and expenses reimbursed (note 3)..........             --               --          (53,394)
  Administration fees waived (note 3)..............................             --               --               --
  Fees paid indirectly (note 2)....................................         (3,302)          (4,327)              --
                                                                      ------------    -------------    -------------
Expenses--net......................................................        994,256        6,707,256          265,273
                                                                      ------------    -------------    -------------
INVESTMENT INCOME--NET.............................................      1,569,965       19,591,631        1,454,930
                                                                      ------------    -------------    -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NET
  Realized gain (loss) on:
     Investments--net++............................................      9,069,883       47,514,915            7,990
     Foreign exchange transactions--net............................             --       (1,463,261)        (181,661)
  Net unrealized appreciation (depreciation) during the period on:
     Investments--net..............................................      9,113,322       55,583,927       (1,390,147)
     Foreign currency--net.........................................             --           54,720           17,023
                                                                      ------------    -------------    -------------
  Realized and unrealized gain (loss) on investments--net..........     18,183,205      101,690,301       (1,546,795)
                                                                      ------------    -------------    -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....   $ 19,753,170    $ 121,281,932     $    (91,865)
                                                                      ------------    -------------    -------------
                                                                      ------------    -------------    -------------
*Net of foreign withholding taxes of:..............................   $     66,440    $   4,633,653     $     14,654
                                                                      ------------    -------------    -------------
                                                                      ------------    -------------    -------------
</TABLE>
 
  + Does not include the operations of the Special Equity Portfolio from January
    1, 1996 through June 28, 1996 (acquisition date). See note 8.
 
 ++ Net of foreign withholding taxes of $91, $1,128, and $13 for the
    International Fixed-Income Portfolio, Strategic Yield Portfolio, and
    Emerging Markets Portfolio, respectively.
 
+++ For the period January 4, 1996 and March 5, 1996 (commencement of
    operations) through June 30, 1996 for the Global Equity Portfolio and the
    Bantam Value Portfolio, respectively.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-25
<PAGE>
 
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                       LAZARD                            LAZARD            LAZARD            LAZARD           LAZARD
       LAZARD         STRATEGIC         LAZARD        INTERNATIONAL       EMERGING           GLOBAL           BANTAM
        BOND            YIELD         SMALL CAP         SMALL CAP          MARKETS           EQUITY           VALUE
     PORTFOLIO        PORTFOLIO       PORTFOLIO+        PORTFOLIO         PORTFOLIO       PORTFOLIO+++     PORTFOLIO+++
<S> <C>              <C>             <C>              <C>               <C>               <C>              <C>
- -----------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S> <C>              <C>             <C>              <C>               <C>               <C>              <C>
    $  1,795,841     $ 4,386,028     $  1,399,938      $    232,433      $    283,940       $ 10,459        $    26,042
              --              --        4,328,579         1,297,584           940,874         52,446             31,471
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
       1,795,841       4,386,028        5,728,517         1,530,017         1,224,814         62,905             57,513
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
         136,565         347,296        2,870,644           419,233           351,846         14,558             34,502
          24,221          28,052           96,205            29,833            25,864         19,127             13,664
          31,322          76,091           73,718           114,055           114,835         34,598             14,945
          11,910          13,047           38,613            14,255            12,259          9,950              6,564
          13,531          16,220           48,891             8,670            28,567         22,319             17,800
           8,893          10,582           22,730            14,473             9,838          7,979              8,983
           6,911           6,911            7,046             6,911             6,911          5,685              4,417
           1,624           2,516            6,130             4,162             2,421          1,538                911
           6,734           6,734            6,734             1,760             2,503             --                 --
           1,598           3,246           19,074             4,743             1,734          1,529              2,582
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
         243,309         510,695        3,189,785           618,095           556,778        117,283            104,368
         (14,182)             --               --                --           (90,226)       (78,059)           (43,134)
          (9,375)             --               --                --            (6,250)       (18,750)           (12,500)
          (1,248)         (4,829)          (7,857)               --            (2,903)           (93)              (431)
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
         218,504         505,866        3,181,928           618,095           457,399         20,381             48,303
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
       1,577,337       3,880,162        2,546,589           911,922           767,415         42,524              9,210
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
      (1,206,315)      1,461,307       56,732,742         3,101,116           823,993         (1,047)         1,148,082
              --         574,445               --           625,500           (70,682)        (4,781)                --
        (557,950)       (780,188)      26,726,788         5,408,735         9,738,091        190,707            911,576
              --        (148,897)              --          (272,969)          (38,230)          (204)                --
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
      (1,764,265)      1,106,667       83,459,530         8,862,382        10,453,172        184,675          2,059,658
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
    $   (186,928)    $ 4,986,829     $ 86,006,119      $  9,774,304      $ 11,220,587       $227,199        $ 2,068,868
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
    $         --     $    13,618     $      4,683      $    166,745      $     97,015       $  5,728        $        --
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
    ------------     -----------     ------------      ------------     -------------     ------------     ------------
</TABLE>
 
                                       F-26
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 LAZARD                          LAZARD
                                                 LAZARD                       INTERNATIONAL                  INTERNATIONAL
                                                 EQUITY                          EQUITY                       FIXED-INCOME
                                                PORTFOLIO                       PORTFOLIO                      PORTFOLIO
                                       ---------------------------   -------------------------------   --------------------------
                                        SIX MONTHS                     SIX MONTHS                      SIX MONTHS
                                          ENDED        YEAR ENDED        ENDED          YEAR ENDED        ENDED       YEAR ENDED
                                         JUNE 30,     DECEMBER 31,      JUNE 30,       DECEMBER 31,     JUNE 30,     DECEMBER 31,
                                       ------------   ------------   --------------   --------------   -----------   ------------
                                          1996+           1995           1996+             1995           1996+          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>            <C>              <C>              <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
 Investment income--net..............  $  1,569,965   $ 1,900,843    $   19,591,631   $   19,111,995   $ 1,454,930   $ 2,523,430
 Realized gain (loss) on investments
   and foreign exchange
   transactions......................     9,069,883    17,975,165        46,051,654       17,969,742      (173,671)    2,718,341
 Unrealized appreciation
   (depreciation)--net...............     9,113,322    20,838,939        55,638,647      104,009,885    (1,373,124)    1,908,806
                                         ----------   -----------      ------------     ------------     ---------   -----------
Net increase (decrease) in net assets
 resulting from operations...........    19,753,170    40,714,947       121,281,932      141,091,622       (91,865)    7,150,577
                                         ----------   -----------      ------------     ------------     ---------   -----------
Distributions to shareholders:
 From investment income--net.........      (850,617)   (1,412,326)               --       (6,515,474)   (1,454,839)   (2,523,430)
 From realized gains--net............    (6,665,393)  (11,452,652)       (7,553,725)     (14,115,900)     (160,803)     (801,842)
 In excess of investment
   income--net.......................            --            --                --               --            --    (1,799,275)
 In excess of realized gains--net....            --            --                --               --            --            --
                                         ----------   -----------      ------------     ------------     ---------   -----------
                                         (7,516,010)  (12,864,978)       (7,553,725)     (20,631,374)   (1,615,642)   (5,124,547)
                                         ----------   -----------      ------------     ------------     ---------   -----------
Capital stock transactions:
 Net proceeds from sales.............    78,238,020    55,622,979       440,160,153      497,338,051    16,001,828    13,752,209
 Net proceeds from reinvestment of
   distributions.....................     7,006,802    12,294,787         7,029,897       19,395,497     1,265,527     4,630,486
 Cost of shares redeemed.............   (11,370,277)  (21,085,965)     (285,293,637)    (169,521,331)   (3,487,078)  (10,587,176)
                                         ----------   -----------      ------------     ------------     ---------   -----------
Net increase (decrease) in net assets
 from capital stock transactions.....    73,874,545    46,831,801       161,896,413      347,212,217    13,780,277     7,795,519
                                         ----------   -----------      ------------     ------------     ---------   -----------
Total increase in net assets.........    86,111,705    74,681,770       275,624,620      467,672,465    12,072,770     9,821,549
Net assets at beginning of period....   163,786,988    89,105,218     1,299,549,447      831,876,982    45,624,303    35,802,754
                                         ----------   -----------      ------------     ------------     ---------   -----------
Net assets at end of period*.........  $249,898,693   $163,786,988   $1,575,174,067   $1,299,549,447   $57,697,073   $45,624,303
                                         ----------   -----------      ------------     ------------     ---------   -----------
                                         ----------   -----------      ------------     ------------     ---------   -----------
Shares issued and repurchased:
Shares outstanding at beginning of
 period..............................     9,405,110     6,482,310       103,988,517       74,103,632     4,204,312     3,499,078
                                         ----------   -----------      ------------     ------------     ---------   -----------
 Shares sold.........................     4,355,109     3,491,105        34,364,883       42,535,462     1,520,689     1,219,616
 Shares issued to shareholders from
   reinvestment of distributions.....       379,567       710,986           526,284        1,554,544       120,541       418,379
 Shares repurchased..................      (622,717)   (1,279,291)      (22,018,029)     (14,205,121)     (331,329)     (932,761)
                                         ----------   -----------      ------------     ------------     ---------   -----------
Net increase.........................     4,111,959     2,922,800        12,873,138       29,884,885     1,309,901       705,234
                                         ----------   -----------      ------------     ------------     ---------   -----------
Shares outstanding at end of
 period..............................    13,517,069     9,405,110       116,861,655      103,988,517     5,514,213     4,204,312
                                         ----------   -----------      ------------     ------------     ---------   -----------
                                         ----------   -----------      ------------     ------------     ---------   -----------
* Includes undistributed
 (overdistributed) net investment
 income of:..........................  $    719,348   $        --    $   19,654,932   $       63,301   $    24,128   $    24,037
                                         ----------   -----------      ------------     ------------     ---------   -----------
                                         ----------   -----------      ------------     ------------     ---------   -----------
 
<CAPTION>
 
                                                 LAZARD
                                                  BOND
                                               PORTFOLIO
                                       --------------------------
                                       SIX MONTHS
                                          ENDED       YEAR ENDED
                                        JUNE 30,     DECEMBER 31,
                                       -----------   ------------
                                          1996+          1995
- ---------------------------------------------------------------------------------------------------------------------------------
 
<S>                                    <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
 Investment income--net..............  $ 1,577,337   $ 1,992,173
 Realized gain (loss) on investments
   and foreign exchange
   transactions......................   (1,206,315)    1,538,947
 Unrealized appreciation
   (depreciation)--net...............     (557,950)    1,262,427
                                         ---------    ----------
Net increase (decrease) in net assets
 resulting from operations...........     (186,928)    4,793,547
                                         ---------    ----------
Distributions to shareholders:
 From investment income--net.........   (1,577,337)   (1,992,173) 
 From realized gains--net............     (398,228)      (16,046) 
 In excess of investment
   income--net.......................           --            --
 In excess of realized gains--net....           --            --
                                         ---------    ----------
                                        (1,975,565)   (2,008,219) 
                                         ---------    ----------
Capital stock transactions:
 Net proceeds from sales.............   24,564,990    24,539,689
 Net proceeds from reinvestment of
   distributions.....................    1,730,049     1,820,886
 Cost of shares redeemed.............   (6,182,237)   (7,556,034) 
                                         ---------    ----------
Net increase (decrease) in net assets
 from capital stock transactions.....   20,112,802    18,804,541
                                         ---------    ----------
Total increase in net assets.........   17,950,309    21,589,869
Net assets at beginning of period....   46,083,403    24,493,534
                                         ---------    ----------
Net assets at end of period*.........  $64,033,712   $46,083,403
                                         ---------    ----------
                                         ---------    ----------
Shares issued and repurchased:
Shares outstanding at beginning of
 period..............................    4,560,693     2,650,557
                                         ---------    ----------
 Shares sold.........................    2,482,443     2,500,066
 Shares issued to shareholders from
   reinvestment of distributions.....      176,103       186,028
 Shares repurchased..................     (621,454)     (775,958) 
                                         ---------    ----------
Net increase.........................    2,037,092     1,910,136
                                         ---------    ----------
Shares outstanding at end of
 period..............................    6,597,785     4,560,693
                                         ---------    ----------
                                         ---------    ----------
* Includes undistributed
 (overdistributed) net investment
 income of:..........................  $    40,199   $    40,199
                                         ---------    ----------
                                         ---------    ----------
</TABLE>
 
+ Unaudited
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-27
<PAGE>
 
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                LAZARD                          LAZARD
            LAZARD                             LAZARD                        INTERNATIONAL                     EMERGING
           STRATEGIC                          SMALL CAP                        SMALL CAP                        MARKETS
             YIELD                            PORTFOLIO                        PORTFOLIO                       PORTFOLIO
           PORTFOLIO                -----------------------------     ---------------------------     ---------------------------
- -------------------------------
     SIX MONTHS                      SIX MONTHS                        SIX MONTHS                      SIX MONTHS
       ENDED        YEAR ENDED          ENDED        YEAR ENDED          ENDED        YEAR ENDED         ENDED        YEAR ENDED
      JUNE 30,     DECEMBER 31,       JUNE 30,      DECEMBER 31,        JUNE 30,     DECEMBER 31,       JUNE 30,     DECEMBER 31,
    ------------   ------------     -------------   -------------     ------------   ------------     ------------   ------------
       1996+           1995             1996+           1995             1996+           1995            1996+           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>            <C>              <C>             <C>               <C>            <C>              <C>            <C>
    $  3,880,162   $ 5,620,832      $   2,546,589   $   4,858,913     $    911,922   $ 1,529,624      $    767,415   $   288,483
       2,035,752      (216,880)        56,732,742      48,772,968        3,726,616      (214,539)          753,311    (1,803,813)
        (929,085)    3,498,234         26,726,788      45,544,351        5,135,766       502,925         9,699,861       591,707
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
       4,986,829     8,902,186         86,006,119      99,176,232        9,774,304     1,818,010        11,220,587      (923,623)
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      (3,879,034)   (5,620,832)                --      (4,858,913)              --            --            (3,727)     (136,100)
              --            --         (1,555,291)    (48,772,968)              --            --                --            --
              --       (88,052)                --              --               --            --                --            --
              --            --                 --        (778,930)              --      (594,717)               --            --
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      (3,879,034)   (5,708,884)        (1,555,291)    (54,410,811)              --      (594,717)           (3,727)     (136,100)
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      52,747,178    22,589,307        257,509,908     239,938,336       17,550,514    45,713,631        62,467,781    28,211,253
       3,620,310     5,445,026          1,227,607      54,147,470           (5,114)      584,483             3,240       113,328
     (24,985,104)  (15,082,042)      (110,574,748)   (122,152,846)     (26,859,089)  (15,419,174)       (1,476,002)   (9,073,505)
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      31,382,384    12,952,291        148,162,767     171,932,960       (9,313,689)   30,878,940        60,995,019    19,251,076
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      32,490,179    16,145,593        232,613,595     216,698,381          460,615    32,102,233        72,211,879    18,191,353
      78,473,924    62,328,331        646,371,004     429,672,623      115,534,439    83,432,206        35,216,258    17,024,905
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
    $110,964,103   $78,473,924      $ 878,984,599   $ 646,371,004     $115,995,054   $115,534,439     $107,428,137   $35,216,258
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
       8,245,403     6,846,915         40,536,196      29,940,743       10,986,319     8,034,455         3,812,846     1,727,237
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
       5,481,189     2,439,621         15,286,027      14,336,125        1,591,539     4,381,937         5,992,504     3,079,834
         376,308       590,779             68,373       3,421,484             (492)       56,201               300        12,192
      (2,599,843)   (1,631,912)        (6,216,487)     (7,162,156)      (2,458,430)   (1,486,274)         (142,171)   (1,006,417)
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
       3,257,654     1,398,488          9,137,913      10,595,453         (867,383)    2,951,864         5,850,633     2,085,609
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      11,503,057     8,245,403         49,674,109      40,536,196       10,118,936    10,986,319         9,663,479     3,812,846
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
    $     64,096   $    62,968      $   2,546,589   $          --     $    889,397   $   (22,525)     $    767,415   $     3,727
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
      ----------   -----------        -----------     -----------       ----------   -----------        ----------    ----------
 
<CAPTION>
 
         LAZARD         LAZARD
         GLOBAL         BANTAM
         EQUITY         VALUE
       PORTFOLIO      PORTFOLIO
- ----  ------------   ------------
 
      PERIOD ENDED   PERIOD ENDED
        JUNE 30,       JUNE 30,
      ------------   ------------
         1996+          1996+
- ---------------------------------------------------------------------------------------------------------------------------------
 
<S>    <C>           <C>
       $   42,524    $     9,210
           (5,828)     1,148,082
          190,503        911,576
        ---------     ----------
          227,199      2,068,868
        ---------     ----------
               --             --
               --             --
               --             --
               --
        ---------     ----------
               --             --
        ---------     ----------
        4,869,175     16,679,956
               --             --
          (37,923)      (234,409) 
        ---------     ----------
        4,831,252     16,445,547
        ---------     ----------
        5,058,451     18,514,415
               --             --
        ---------     ----------
       $5,058,451    $18,514,415
        ---------     ----------
        ---------     ----------
               --             --
        ---------     ----------
          484,072      1,592,475
               --             --
           (3,856)       (19,713) 
        ---------     ----------
          480,216      1,572,762
        ---------     ----------
          480,216      1,572,762
        ---------     ----------
        ---------     ----------
       $   42,524    $     9,210
        ---------     ----------
        ---------     ----------
</TABLE>
 
                                       F-28
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               INCOME FROM INVESTMENT OPERATIONS
                                          -------------------------------------------               LESS:
                                                                              TOTAL       --------------------------
                               NET                                             FROM        DIVIDENDS       DISTRIBU-      NET
                              ASSET                       NET REALIZED       INVEST-        FROM AND         TIONS       ASSET
                             VALUE,       INVESTMENT     AND UNREALIZED        MENT       IN EXCESS OF       FROM        VALUE,
                            BEGINNING      INCOME-        GAIN (LOSS)         OPERA-       INVESTMENT      REALIZED      END OF
           PERIOD           OF PERIOD        NET         ON INVESTMENTS       TIONS       INCOME- NET        GAINS       PERIOD
<S>                         <C>           <C>           <C>                  <C>          <C>              <C>           <C>
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD EQUITY PORTFOLIO
 Six months ended
   6/30/96+++...............  $ 17.41      $ 0.122          $  1.568         $ 1.690         $(0.069)       $(0.541)     $18.49
 Year ended
   12/31/95.................    13.75        0.226             4.931           5.157          (0.175)        (1.322)      17.41
   12/31/94.................    13.89        0.141             0.441           0.582          (0.152)        (0.574)      13.75
   12/31/93.................    12.74        0.158             2.172           2.330          (0.165)        (1.015)      13.89
   12/31/92.................    12.34        0.123             0.518           0.641          (0.132)        (0.109)      12.74
   12/31/91.................    11.53        0.107             3.051           3.158          (0.082)        (2.266)      12.34
   12/31/90.................    12.34        0.191            (0.778)         (0.587)         (0.223)(a)         --       11.53
   12/31/89.................    10.32        0.204             2.231           2.435          (0.214)        (0.201)      12.34
   12/31/88.................     8.73        0.181             1.597           1.778          (0.188)            --       10.32
   6/1/87* to 12/31/87......    10.00        0.110            (1.280)         (1.170)         (0.100)            --        8.73
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
 
                                          RATIOS TO AVERAGE
                                              NET ASSETS
                                         --------------------                                     NET
                                                      INVEST-                                   ASSETS,
                                                       MENT       PORTFOLIO       AVERAGE        END OF
                              TOTAL                   INCOME-     TURNOVER      COMMISSION       PERIOD
           PERIOD             RETURN++   EXPENSES       NET         RATE          RATE**        (000'S)
<S>                         <C> <C>      <C>          <C>         <C>           <C>             <C>
- -------------------------------------------------------------------------------------------------------------------------------
 
 
LAZARD EQUITY PORTFOLIO
 Six months ended
   6/30/96+++...............    9.7 %      0.90%+,(i)   1.42%+       25.68%       $0.0588       $249,899
 Year ended
   12/31/95.................   37.7        0.92(g)      1.45         80.72                       163,787
   12/31/94.................    4.2        1.05         1.15         66.52                        89,105
   12/31/93.................   18.6        1.05(d)      1.31         63.92                        47,123
   12/31/92.................    5.3        1.05(c)      1.19        174.45                        24,646
   12/31/91.................   27.5        1.93         0.84         90.00                        14,821
   12/31/90.................   (4.7)       1.77         1.62         70.00                        14,397
   12/31/89.................   23.6        1.78         1.71         78.00                        16,239
   12/31/88.................   20.4        1.84         1.86        111.00                        12,336
   6/1/87* to 12/31/87......  (11.7)       1.68+        1.93+        97.00                        10,186
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD INTERNATIONAL EQUITY PORTFOLIO
 Six months ended
   6/30/96+++...............    12.50        0.168             0.877           1.045              --         (0.065)      13.48
 Year ended
   12/31/95.................    11.23        0.187             1.288           1.475          (0.091)        (0.114)      12.50
   12/31/94.................    12.32        0.078            (0.049)          0.029              --         (1.123)      11.23
   12/31/93.................     9.48        0.021             2.919           2.940          (0.021)        (0.079)      12.32
   12/31/92.................    10.30        0.097            (0.779)         (0.682)         (0.138)            --        9.48
   10/29/91* to 12/31/91....    10.00        0.020             0.300           0.320          (0.020)            --       10.30
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL FIXED-INCOME PORTFOLIO
 Six months ended
   6/30/96+++...............    10.85        0.298            (0.357)         (0.059)         (0.299)        (0.032)      10.46
 Year ended
   12/31/95.................    10.23        0.701             1.250           1.951          (1.129)        (0.202)      10.85
   12/31/94.................    10.51        0.592            (0.161)          0.431          (0.593)        (0.116)      10.23
   12/31/93.................     9.79        0.571             0.912           1.483          (0.570)        (0.193)      10.51
   12/31/92.................    10.28        0.614            (0.403)          0.211          (0.614)        (0.087)       9.79
   11/8/91* to 12/31/91.....    10.00        0.110             0.280           0.390          (0.110)            --       10.28
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD BOND PORTFOLIO
 Six months ended
   6/30/96+++...............    10.10        0.280            (0.318)         (0.038)         (0.282)        (0.070)       9.71
 Year ended
   12/31/95.................     9.24        0.595             0.863           1.458          (0.594)        (0.004)      10.10
   12/31/94.................    10.28        0.584            (1.010)         (0.426)         (0.584)        (0.029)       9.24
   12/31/93.................    10.21        0.551             0.302           0.853          (0.551)        (0.232)      10.28
   12/31/92.................    10.25        0.577            (0.004)          0.573          (0.577)        (0.036)      10.21
   11/12/91* to 12/31/91....    10.00        0.140             0.250           0.390          (0.140)            --       10.25
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD STRATEGIC YIELD PORTFOLIO
 Six months ended
   6/30/96+++...............     9.52        0.388             0.132           0.520          (0.390)            --        9.65
 Year ended
   12/31/95.................     9.10        0.748             0.430           1.178          (0.758)            --        9.52
   12/31/94.................    10.13        0.762            (0.990)         (0.228)         (0.761)        (0.039)       9.10
   12/31/93.................     9.50        0.644             0.738           1.382          (0.633)        (0.119)      10.13
   12/31/92.................     9.97        1.049            (0.450)          0.599          (1.049)        (0.020)       9.50
   10/1/91* to 12/31/91.....    10.00        0.250            (0.030)          0.220          (0.250)            --        9.97
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++***............    15.95        0.051             1.733           1.784              --         (0.034)      17.70
 Year ended
   12/31/95.................    14.35        0.126             2.951           3.077          (0.154)        (1.323)      15.95
   12/31/94.................    15.26        0.070             0.220           0.290          (0.042)        (1.158)      14.35
   12/31/93.................    12.98        0.019             3.830           3.849          (0.020)        (1.549)      15.26
   12/31/92.................    10.42        0.019             2.560           2.579          (0.019)            --       12.98
   10/30/91* to 12/31/91....    10.00        0.030             0.420           0.450          (0.030)            --       10.42
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
LAZARD INTERNATIONAL EQUITY
 Six months ended
   6/30/96+++...............    8.4        0.92+,(i)    2.68+        24.99         0.0216       1,575,174
 Year ended
   12/31/95.................   13.1        0.95(g)      1.82         62.54                      1,299,549
   12/31/94.................    0.2        0.94         0.75        106.15                       831,877
   12/31/93.................   31.0        0.99         1.13         86.95                       603,642
   12/31/92.................   (6.6)       1.05(c)      2.13         60.37                       176,005
   10/29/91* to 12/31/91....    3.2        1.05+,(b)    2.19+         0.18                         4,967
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD INTERNATIONAL FIXED-I
 Six months ended
   6/30/96+++...............   (0.5)       1.05+,(h)   5.76+        159.81             --         57,697
 Year ended
   12/31/95.................   19.4        1.05(f),(g)   5.99       189.97                        45,624
   12/31/94.................    4.2        1.05(e)      5.68         65.90                        35,803
   12/31/93.................   15.7        1.05(d)      5.50        115.84                        13,546
   12/31/92.................    2.0        1.05(c)      6.08        256.20                         8,183
   11/8/91* to 12/31/91.....    3.9        1.05+,(b)    4.82+         6.43                         1,427
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD BOND PORTFOLIO
 Six months ended
   6/30/96+++...............   (0.4)       0.80+, h),(i)   5.78+    166.78             --         64,034
 Year ended
   12/31/95.................   16.2        0.80(f),(g)   6.07       244.28                        46,083
   12/31/94.................   (4.2)       0.80(e)      6.11        120.51                        24,494
   12/31/93.................    8.6        0.80(d)      5.22        174.63                        13,562
   12/31/92.................    5.7        0.80(e)      5.59        131.38                         8,532
   11/12/91* to 12/31/91....    3.9        0.80+,(b)    5.50+        10.46                         3,256
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD STRATEGIC YIELD PORTF
 Six months ended
   6/30/96+++...............    5.5        1.09+,(i)    8.25+        96.85             --        110,964
 Year ended
   12/31/95.................   13.6        1.09(g)      8.02        205.33                        78,474
   12/31/94.................   (2.3)       1.05(e)      8.03        195.18                        62,328
   12/31/93.................   15.6        1.05(d)      6.36        215.60                        34,943
   12/31/92.................    6.0        1.05(c)     10.57        122.88                         9,641
   10/1/91* to 12/31/91.....    2.1        1.05+,(b)    9.52+        11.26                         4,256
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++***............   11.1        0.83+,(i)    0.67+        27.73         0.0570        878,985
 Year ended
   12/31/95.................   21.5        0.84(g)      0.90         69.68                       646,371
   12/31/94.................    2.0        0.85         0.51         70.11                       429,673
   12/31/93.................   30.1        0.88         0.16         98.47                       350,952
   12/31/92.................   24.8        1.05(c)      0.29        106.91                       168,171
   10/30/91* to 12/31/91....    4.5        1.05+,(b)    2.47+         5.50                         2,512
- -------------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-29
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
FINANCIAL HIGHLIGHTS (CONTINUED)
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               INCOME FROM INVESTMENT OPERATIONS
                                          -------------------------------------------               LESS:
                                                                              TOTAL       --------------------------
                               NET                                             FROM        DIVIDENDS       DISTRIBU-      NET
                              ASSET                       NET REALIZED       INVEST-        FROM AND         TIONS       ASSET
                             VALUE,       INVESTMENT     AND UNREALIZED        MENT       IN EXCESS OF       FROM        VALUE,
                            BEGINNING      INCOME-        GAIN (LOSS)         OPERA-       INVESTMENT      REALIZED      END OF
           PERIOD           OF PERIOD        NET         ON INVESTMENTS       TIONS       INCOME- NET        GAINS       PERIOD
<S>                         <C>           <C>           <C>                  <C>          <C>              <C>           <C>
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO
 Six months ended
   6/30/96+++...............  $ 10.52      $ 0.090          $  0.850         $ 0.940            $ --           $ --      $11.46
 Year ended
   12/31/95.................    10.38        0.139             0.056           0.195              --         (0.055)      10.52
   12/31/94.................    10.86        0.072            (0.548)         (0.476)             --             --       10.38
   12/1/93* to 12/31/93.....    10.00        0.004             0.859           0.863          (0.003)            --       10.86
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO
 Six months ended
   6/30/96+++...............     9.24        0.079             1.802           1.881          (0.001)            --       11.12
 Year ended
   12/31/95.................     9.86        0.080            (0.660)         (0.580)         (0.040)            --        9.24
   7/15/94* to 12/31/94.....    10.00        0.010            (0.154)         (0.144)             --             --        9.86
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD GLOBAL EQUITY PORTFOLIO
   1/4/96* to 6/30/96+++....    10.00        0.089             0.441           0.530              --             --       10.53
- -------------------------------------------------------------------------------------------------------------------------------
LAZARD BANTAM VALUE PORTFOLIO
   3/5/96* to 6/30/96+++....    10.00        0.006             1.764           1.770              --             --       11.77
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
 
                                          RATIOS TO AVERAGE
                                              NET ASSETS
                                         --------------------                                     NET
                                                      INVEST-                                   ASSETS,
                                                       MENT       PORTFOLIO       AVERAGE        END OF
                              TOTAL                   INCOME-     TURNOVER      COMMISSION       PERIOD
           PERIOD             RETURN++   EXPENSES       NET         RATE          RATE**        (000'S)
<S>                         <C>          <C>          <C>         <C>           <C>             <C>
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD INTERNATIONAL SMALL C
 Six months ended
   6/30/96+++...............    9.1 %      1.11%+       1.63%+       52.50%       $0.0148       $115,995
 Year ended
   12/31/95.................    1.9        1.13(g)      1.56        117.53                       115,534
   12/31/94.................   (4.5)       1.05(e)      0.95        112.92                        83,432
   12/1/93* to 12/31/93.....    8.7        1.05+,(d)    1.76+         0.84                        13,522
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD EMERGING MARKETS PORT
 Six months ended
   6/30/96+++...............   20.4        1.31+, h),(i)   2.18+     28.00         0.0048        107,428
 Year ended
   12/31/95.................   (5.9)       1.30(f),(g)   1.22       102.22                        35,216
   7/15/94* to 12/31/94.....   (1.4)       1.30+,(e)    0.31+        30.68                        17,025
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD GLOBAL EQUITY PORTFOL
   1/4/96* to 6/30/96+++....    5.3        1.05+, h),(i)   2.19+     23.77         0.0305          5,058
- -------------------------------------------------------------------------------------------------------------------------------
 
LAZARD BANTAM VALUE PORTFOLI
   3/5/96* to 6/30/96+++....   17.7        1.06+, h),(i)   0.20+     48.14         0.0535         18,514
- -------------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
  * Commencement of operations.
 
 ** The average commission rate paid is applicable for Portfolios that invest
    greater than 10% of average assets in equity security transactions on which
    commissions are charged. This disclosure is required for fiscal periods
    beginning on or after September 1, 1995.
 
*** Does not include the operations of the Special Equity Portfolio from January
    1, 1996 through June 28, 1996 (acquisition date). See Note 8.
 
  + Annualized.
 
 ++ Total return represents aggregate total return for the periods indicated.
 
+++ Unaudited.
 
(a) Includes $.032 per share of distributions from paid-in capital, none of
    which is a return of capital for tax purposes.
 
(b) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 10.84%+ ($0.056) for the
    International Equity Portfolio, 20.70%+ ($0.293) for the International
    Fixed-Income Portfolio, 7.80%+ ($.0114) for the Bond Portfolio, 6.22%+
    ($0.075) for the Strategic Yield Portfolio, and 11.05%+ ($0.085) for the
    Small Cap Portfolio.
 
(c) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.53% ($0.050) for the Equity
    Portfolio, 1.37% ($0.014) for the International Equity Portfolio, 2.80%
    ($0.176) for the International Fixed-Income Portfolio, 3.23% ($0.0251) for
    the Bond Portfolio, 2.99% ($0.192) for the Strategic Yield Portfolio, and
    1.14%+ ($0.006) for the Small Cap Portfolio.
 
(d)  If the Investment Manager had not waived management fees and reimbursed
     certain expenses the ratio of expenses to average net assets (and net
     investment income per share) would have been 1.18% ($0.020) for the Equity
     Portfolio, 2.87%+ ($0.010) for the International Small Cap Portfolio, 2.08%
     ($0.119) for the International Fixed-Income Portfolio, 1.76% ($0.101) for
     the Bond Portfolio, and 1.63% ($0.058) for the Strategic Yield Portfolio.
 
(e) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.26% ($0.016) for the
    International Small Cap Portfolio, 1.51% ($0.048) for the International
    Fixed-Income Portfolio, 1.23% ($0.041) for the Bond Portfolio, 1.15%
    ($0.009) for the Strategic Yield Portfolio, and 2.31%+ ($0.034) for the
    Emerging Markets Portfolio.
 
(f) If the Investment Manager and Administrator had not waived certain fees and
    reimbursed certain expenses and the Portfolios had not paid fees indirectly
    the ratio of expenses to average net assets (and net investment income per
    share) would have been 1.25% ($0.678) for the International Fixed-Income
    Portfolio, 0.97% ($0.578) for the Bond Portfolio, and 2.00% ($0.034) for the
    Emerging Markets Portfolio.
 
(g) Includes fees paid indirectly. Excluding fees paid indirectly, the expense
    ratios would have been 0.92% for the Equity Portfolio, 0.95% for the
    International Equity Portfolio, 1.05% for the International Fixed-Income
    Portfolio, 0.80% for the Bond Portfolio, 1.08% for the Strategic Yield
    Portfolio, 0.84% for the Small Cap Portfolio, 1.13% for the International
    Small Cap Portfolio, and 1.30% for the Emerging Markets Portfolio.
 
(h) If the Investment Manager and Administrator had not waived certain fees and
    reimbursed certain expenses and the Portfolios had not paid fees indirectly
    the ratio of expenses to average net assets (and net investment income per
    share) would have been 1.26% ($0.287) for the International Fixed-Income
    Portfolio, 0.89% ($0.275) for the Bond Portfolio, 1.58% ($0.069) for the
    Emerging Markets Portfolio, 6.04% (-$0.113) for the Global Equity Portfolio,
    and 2.27% (-$.030) for the Bantam Value Portfolio.
 
(i) Includes fees paid indirectly. Excluding fees paid indirectly the expense
    ratio would have been 0.90% for the Equity Portfolio, 0.92% for the
    International Equity Portfolio, 0.80% for the Bond Portfolio, 1.08% for the
    Strategic Yield Portfolio, 0.83% for the Small Cap Portfolio, 1.30% for the
    Emerging Markets Portfolio, 1.05% for the Global Equity Portfolio, and 1.05%
    for the Bantam Value Portfolio.
 
                                       F-30
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1. ORGANIZATION
 
The Lazard Funds, Inc. (the "Fund") was incorporated in Maryland on May 17, 1991
and is registered under the Investment Company Act of 1940 (the "Act"), as
amended, as an open-end management investment company. The Fund was originally
composed of five portfolios: Lazard International Equity Portfolio (the
"International Equity Portfolio"), Lazard International Fixed-Income Portfolio,
formerly Lazard Global Fixed-Income Portfolio (the "International Fixed-Income
Portfolio"), Lazard Bond Portfolio, formerly Lazard High Quality Bond Portfolio
(the "Bond Portfolio"), Lazard Strategic Yield Portfolio, formerly Lazard High-
Yield Portfolio, (the "Strategic Yield Portfolio") and Lazard Small Cap
Portfolio (the "Small Cap Portfolio").
 
Effective January 1, 1992, the Lazard Equity Fund and the Lazard Special Equity
Fund, Inc. ("Old Funds") were reorganized as separate portfolios ("New Funds")
of the Fund, namely Lazard Equity Portfolio (the "Equity Portfolio"), and Lazard
Special Equity Portfolio (the "Special Equity Portfolio"), respectively. On June
28, 1996, the Small Cap Portfolio acquired the net assets of the Special Equity
Portfolio (see Note 8). The per share data for the Equity Portfolio includes per
share data for the Old Fund and New Fund.
 
Effective November 1, 1993, Lazard International Small Cap Portfolio (the
"International Small Cap Portfolio") and Lazard Emerging Markets Portfolio (the
"Emerging Markets Portfolio") were added to the Fund.
 
Effective December 30, 1995, Lazard Global Equity Portfolio, Lazard Bantam Value
Portfolio and Lazard Emerging World Funds Portfolio were added to the Fund. The
Lazard Global Equity Portfolio and Lazard Bantam Value Portfolio commenced
investment operations on January 4, 1996, and March 5, 1996, respectively.
 
The Equity Portfolio is operated as "diversified" as defined in the Act. The
remaining Portfolios are "non-diversified."
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies:
 
(A) VALUATION OF INVESTMENTS--The value of securities, other than options listed
on national securities exchanges and debt securities maturing in 60 days or
less, is determined as of the close of regular trading on the New York Stock
Exchange. Options on stocks and stock indices traded on national securities
exchanges are valued as of the close of options trading on such exchanges (which
is currently 4:10 p.m. New York time). Debt securities maturing in sixty days or
less are valued at amortized cost. Each security for which the primary market is
on a national securities exchange is valued at the last sale price in the
principal exchange on which it is traded, or, if no sales are reported on such
exchange on that day, at the closing bid price.
 
Any security held by any Portfolio for which the primary market is the National
Association of Securities Dealers Automated Quotations National Market System is
valued at the last sale price as quoted by such System or, in the absence of any
sale on the valuation date, at the closing bid price. Any other unlisted
security for which current over-the-counter market quotations or bids are
readily available is valued at its last quoted bid price or, for each of these
Portfolios except the Equity Portfolio, if available, the mean of two such
prices.
 
All other securities and other assets for which current market quotations are
not readily available are valued at fair value as determined in good faith by
the Fund's Board of Directors and in accordance with procedures adopted by the
Board of Directors. The portfolio securities of any of the Portfolios may also
be valued on the basis of prices provided by a pricing service when such prices
are believed by the Investment Manager to reflect the fair market value of such
securities.
 
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME--Security transactions are
accounted for on the trade date. Realized gains and losses on sales of
investments are recorded on a first-in, first-out or specific identification
basis. Dividend income is recorded on the ex-date. Interest income is accrued
daily. The Portfolios
 
                                       F-31
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
amortize premiums and accrue discounts on fixed income securities.
 
(C) FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS--The International Equity
Portfolio, International Fixed-Income Portfolio, Strategic Yield Portfolio,
International Small Cap Portfolio, Emerging Markets Portfolio and the Global
Equity Portfolio (the "eligible portfolios") may enter into forward foreign
currency exchange contracts ("forward contracts"). To the extent permitted by
each eligible portfolio's investment objectives, restrictions and policies,
forward contracts may be entered into for risk management purposes. Depending on
how such strategies are utilized, the risks associated with their use may vary.
 
Certain risks may arise upon entering into these forward contracts from the
possible movement in foreign exchange rates and the potential inability of
counterparties to meet the terms of their agreements. Forward contracts are
presented at an amount representing the net increase or decrease in value from
the date that the forward contract was entered into, to the financial statement
date. Gains and losses on these forward contracts are included in realized or
unrealized foreign exchange transactions in the accompanying Statements of
Operations.
 
Risk management includes hedging strategies which serve to reduce an eligible
portfolio's exposure to foreign currency fluctuations. Such exposure may exist
during the period that a foreign denominated investment is held, or during the
period between the trade date and settlement date of an investment which is
purchased or sold.
 
(D) FOREIGN CURRENCY TRANSLATIONS--The books and records of the portfolios are
maintained in U.S. dollars. Foreign exchange transactions are translated into
U.S. dollars on the following basis:
 
(i) the foreign currency market value of investment securities, contracts, and
other assets and liabilities stated in foreign currencies are translated at the
exchange rate at the end of the period; and
 
(ii) purchases and sales of investment securities, dividends, interest income
and expenses are translated at the rates of exchange prevailing on the
respective dates of such transactions.
 
The portfolios do not isolate that portion of the results of operations from
changes in foreign exchange rates on investments from the fluctuations arising
from changes in market prices of securities held. Such fluctuations are included
with net realized and unrealized gain or loss from investments. Foreign exchange
gain (loss) is treated as ordinary income for federal income tax purposes to the
extent constituting "Section 988 Transactions" pursuant to the Internal Revenue
Code ("IRC"), including, currency gains (losses) related to the sale of debt
securities, forward foreign currency exchange contracts, payments of
liabilities, and collections of receivables.
 
(E) FEDERAL INCOME TAXES--The Fund's policy is to qualify each Portfolio as a
regulated investment company under the IRC and to distribute all of its taxable
income, including any realized net capital gains to shareholders. Therefore, no
Federal income tax provision is required.
 
(F) DIVIDENDS AND DISTRIBUTIONS--The Fund intends to declare dividends from net
investment income daily on shares of the International Fixed-Income Portfolio,
the Bond Portfolio and the Strategic Yield Portfolio and pay such dividends
monthly. Dividends from net investment income on shares of the Equity Portfolio
will be declared and paid quarterly. Dividends from net investment income on
shares of the International Equity Portfolio, Small Cap Portfolio, International
Small Cap Portfolio, Emerging Markets Portfolio, Global Equity Portfolio and the
Bantam Value Portfolio will be declared and paid annually. During any particular
year, net realized gains from investment transactions in excess of available
capital loss carry forwards would be taxable to the Fund if not distributed. The
Fund intends to declare and distribute these amounts annually to shareholders;
however, to avoid taxation a second distribution may be required.
 
Income distributions and capital gains distributions are determined in
accordance with federal income tax regulations which may differ from generally
accepted accounting principles. These differences which may result in
distribution reclassifications are primarily due to differing treatments of
foreign currency transactions. Permanent book and tax differences relating to
shareholder distributions will result in reclassifications and may affect the
allocation between investment income--net and realized gains--net, and paid in
capital.
 
                                       F-32
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
(G) ORGANIZATIONAL EXPENSES--Costs incurred by the Fund in connection with its
organization have been deferred and are being amortized on a straight line basis
over a five-year period from the date of commencement of operations of each
Portfolio. In the event that any of the initial shares of any of the Portfolios
during such period are redeemed, the appropriate Portfolio will be reimbursed by
such holder for any unamortized organizational expenses in the same proportion
as the number of shares redeemed bears to the number of initial shares held at
the time of redemption.
 
(H) ALLOCATION OF EXPENSES--Expenses not directly chargeable to a specific
Portfolio are allocated primarily on the basis of relative net assets.
 
(I) FEES PAID INDIRECTLY--Portfolios leaving excess cash in demand deposit
accounts may receive credits which are available to offset custody expenses. The
Statements of Operations report gross custody expense, and reflect the amount of
such credits as a reduction in total expenses.
 
(J) ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires the Fund to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and expense
during the reporting period. Actual results could differ from those estimates.
 
3. INVESTMENT MANAGEMENT AGREEMENT AND
   OTHER TRANSACTIONS WITH AFFILIATES
 
The Fund has entered into an investment management agreement (the "Management
Agreement") with Lazard Freres Asset Management (the "Manager"), a division of
Lazard Freres & Co. LLC, on behalf of each Portfolio. Pursuant to the Management
Agreement, the Manager will regularly provide the Portfolios with investment
research, advice and supervision and furnish continuously an investment program
for each Portfolio consistent with its investment objectives and policies,
including the purchase, retention and disposition of securities. Each of the
Portfolios pays the Manager an investment management fee at the annual rate set
forth below as a percentage of the average daily value of the net assets of the
relevant Portfolio: Equity Portfolio, 0.75%; International Equity Portfolio,
0.75%; International Fixed-Income Portfolio, 0.75%; Bond Portfolio, 0.50%;
Strategic Yield Portfolio, 0.75%; Small Cap Portfolio, 0.75%; International
Small Cap, 0.75%; Emerging Markets Portfolio, 1.00%; Global Equity Portfolio,
0.75% and Bantam Value Portfolio, 0.75%. The investment management fees are
accrued daily and payable monthly.
 
Under certain state regulations, if the total expenses of any of the Portfolios
exceed certain limitations the Fund's Manager is required to reimburse the
Portfolio for such excess.
 
The Manager has agreed to maintain the annualized total operating expenses of
the International Fixed-Income Portfolio at a level not to exceed 1.05%;
Emerging Market Portfolio not to exceed 1.30%; Bond Portfolio not to exceed
0.80%; Global Equity Portfolio not to exceed 1.05% and Bantam Value Portfolio
not to exceed 1.05% of the average daily value of net assets of the relevant
portfolio until December 31, 1996 or such time as the respective Portfolio
reaches total net assets of $100 million.
 
For the six months ended June 30, 1996, the Manager did not impose all or part
of its management fee amounting to $53,394 for International Fixed-Income
Portfolio, $14,182 for Bond Portfolio, $90,226 for Emerging Markets Portfolio,
$14,558 for Global Equity Portfolio and $34,502 for Bantam Value Portfolio. For
the same period the Manager reimbursed expenses amounting to $63,501 and $8,632
for Global Equity Portfolio and Bantam Value Portfolio, respectively.
 
Effective June 1, 1995, the Fund has engaged State Street Bank and Trust Company
("State Street") to provide certain administrative services. Each Portfolio will
bear the cost of such expenses at the annual rate of $37,500 plus 0.02% of
average assets up to average assets of $1 billion and plus 0.01% of average
assets over $1 billion. State Street has agreed to waive the $37,500 fee for the
Bond, Emerging Markets, Global Equity and Bantam Value Portfolios for one year
or until each Portfolio reaches net assets of $50 million.
 
The Fund has a distribution agreement with Lazard Freres & Co. LLC. As the
distributor, Lazard Freres & Co. LLC acts as distributor for shares of each of
the Portfolios and bears the cost of printing and mailing prospectuses to
potential investors and of any advertising
 
                                       F-33
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
expenses incurred in connection with the distribution of shares.
 
Certain Directors of the Fund are Managing Directors of the Manager. The Fund
pays each director who is not an officer of the Manager or an interested
Director, $20,000 per year, plus $1,000 per meeting attended, and reimburses
them for travel and out of pocket expenses.
 
4. SECURITY TRANSACTIONS AND TRANSACTIONS
   WITH AFFILIATES
 
Purchase and sales of portfolio securities, (excluding short-term securities),
for the six months ended June 30, 1996 were as follows:
 
<TABLE>
<CAPTION>
                          PURCHASES         SALES
                        -------------   -------------
<S>                     <C>             <C>
Equity                  $ 116,275,870   $  53,369,942
International Equity      523,000,932     350,816,495
International Fixed-
  Income                   92,555,910      77,996,222
Bond(1)                   110,007,690      88,995,319
Strategic Yield(2)        105,114,932      83,369,193
Small Cap                 329,087,327     200,710,614
International Small Cap    55,965,943      64,783,249
Emerging Markets           71,675,697      18,229,793
Global Equity               5,521,528         816,368
Bantam Value               21,306,467       5,528,506
</TABLE>
 
(1) Includes purchases and sales of U.S. Government securities of $65,495,269
    and $66,187,881 respectively.
(2) Includes purchase and sales of U.S. Government securities of $1,670,856 and
    $2,345,974 respectively.
 
For the period, the Global Equity Portfolio and Bantam Value Portfolio paid
brokerage commissions of $86 and $2,635, respectively, to Lazard Freres & Co.
LLC for portfolio transactions executed on behalf of the Portfolios.
 
5. FEDERAL INCOME TAXES
 
For Federal income tax purposes capital loss carryforwards (exclusive of certain
capital losses incurred after October 31) of $3,297,896 and $1,537,156 are
available to the extent provided by regulations to offset future realized
capital gains of the Strategic Yield Portfolio and Emerging Markets Portfolio,
respectively. These losses expire through 2003.
 
Additionally, certain capital and currency losses incurred after October 31,
within the taxable year are deemed to arise on the first business day of the
Portfolio's next taxable year. During the year ended December 31, 1995,
International Equity Portfolio, Bond Portfolio, Strategic Yield Portfolio, Small
Cap Portfolio, International Small Cap Portfolio, and Emerging Markets Portfolio
elected to defer net capital and currency losses of $4,705,302, $29,502, $7,241,
$1,687,171, $1,180,891, and $284,313, respectively. The International Equity
Portfolio redesignated $2,679,708 of ordinary income dividends to long-term
capital gain distributions.
 
6. PRIVATE PLACEMENTS
 
At June 30, 1996, the Small Cap Portfolio held the following securities which
were private placements and therefore restricted as to resale, and represented
0.06% (at value) of the net assets of the Portfolio:
 
<TABLE>
<CAPTION>
                              ACQUISITION
          SECURITY               DATE        VALUE
- ----------------------------  -----------   --------
<S>                           <C>           <C>
Interactive Light Holdings
  Inc. 8.00%, 1/25/99            2/4/94     $500,000
Verbex Voice Systems, Inc.
  Series F Preferred (conv.)    7/12/93            0
Verbex Voice Systems, Inc.       6/7/94            0
Verbex Voice Systems, Inc.
  10.00%, 6/30/96               3/17/95            0
                                            --------
                                            $500,000
                                            --------
                                            --------
</TABLE>
 
Verbex Voice Systems Inc. and Interactive Light Holdings Inc. are valued as
determined in good faith by the Fund's Board of Directors and in accordance with
the procedures adopted by the Board of Directors. The Small Cap Portfolio will
bear any cost, including those involved in registration under the Securities Act
of 1933, in connection with the disposition of such securities.
 
7. LINE OF CREDIT
 
The Fund has entered into a $50 million Line of Credit Agreement (the
"Agreement") with State Street Bank and Trust Company effective April 24, 1996,
primarily for temporary or emergency purposes, including the meeting of
redemption requests that otherwise might require the untimely disposition of
securities. Interest on borrowings is payable at the bank's Cost of Funds plus
0.75%, on an annualized basis. Under this Agreement, the Fund has agreed to pay
a 0.125% per annum fee on the unused portion of the commitment, payable
quarterly in arrears. At June 30, 1996, the Fund had no borrowings under this
Agreement.
 
8. REORGANIZATION
 
On June 28, 1996, the Lazard Special Equity Portfolio transferred its net assets
to the Small
 
                                       F-34
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
Cap Portfolio in exchange for Small Cap Portfolio shares having an aggregate net
asset value equal to the value of the net assets of the Special Equity Portfolio
acquired, pursuant to a plan of reorganization approved by the Special Equity
Portfolio's shareholders on June 21, 1996. The total shares issued by the Small
Cap Portfolio were 1,717,733, and, prior to the acquisition, the total net
assets of the Special Equity Portfolio and Small Cap Portfolio were $30,392,878
and $848,629,559, respectively. The total net assets of the Small Cap Portfolio
after the acquisition were $879,022,437.
The following is financial information for the Lazard Special Equity Portfolio
for the period January 1, 1996 through June 28, 1996 (acquisition date):
 
<TABLE>
<S>                                   <C>
Investment income:
  Dividends                           $     431,270
  Interest                                   86,177
                                      -------------
Total investment income                     517,447
                                      -------------
Expenses:
  Management fees*                          269,813
  Administration fees*                       22,348
  Custodian fees                             21,854
  Professional services                      30,465
  Registration fees                           8,543
  Shareholder services                       34,412
  Directors' fees and expenses                6,983
  Shareholders' reports                       1,526
  Other                                      14,800
Management fees waived and expenses
  reimbursed*                              (139,117)
Fees paid indirectly                         (1,849)
                                      -------------
Total expenses                              269,778
                                      -------------
Net investment income                       247,669
                                      -------------
Net realized gain on investments          2,288,120
Net unrealized depreciation              (1,780,657)
                                      -------------
Net realized and unrealized gain on
  investments                               507,463
                                      -------------
Net increase in net assets resulting
  from operations                     $     755,132
                                        ===========
Net increase in net assets resulting
  from operations                     $     755,132
Distributions to shareholders:
  From net investment income               (247,669)
  From net realized gains                (4,548,049)
Capital stock redemptions in excess
  of sales and reinvestment of
  distributions                         (12,586,739)
                                      -------------
Total decrease in net assets            (16,627,325)
Net assets at beginning of period        47,020,203
                                      -------------
Net assets at end of period              30,392,878
                                      -------------
Net assets transferred to Small Cap
  Portfolio                             (30,392,878)
                                      -------------
Ending net assets                     $           0
                                      -------------
</TABLE>
 
* For the period indicated, the Manager did not impose part of its management
 
  fee amounting to $116,769 and reimbursed $22,348 for Administration fees.
 
                                       F-35
<PAGE>


- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                NUMBER
                DESCRIPTION                    OF SHARES          VALUE
- ---------------------------------------------------------------
<S>                                           <C>             <C>
LAZARD EQUITY PORTFOLIO
COMMON STOCKS--95.0%
AEROSPACE & DEFENSE--3.2%
   Lockheed Martin Corp. ...................       32,000     $   2,528,000
   McDonnell Douglas Corp. .................       29,800         2,741,600
                                                              -------------
                                                                  5,269,600
                                                              -------------
AIRLINE--0.9%
   AMR Corp. (a)............................       20,000         1,485,000
                                                              -------------
AUTOMOTIVE--3.1%
   Chrysler Corp. ..........................       32,200         1,783,075
   General Motors Corp. ....................       31,600         1,670,850
   Varity Corp. (a).........................       42,000         1,559,250
                                                              -------------
                                                                  5,013,175
                                                              -------------
BANKS--5.2%
   BankAmerica Corp. .......................       31,000         2,007,250
   Chase Manhattan Corp. ...................       27,000         1,636,875
   Chemical Banking Corp. ..................       39,500         2,320,625
   UJB Financial Corp. .....................       69,400         2,481,050
                                                              -------------
                                                                  8,445,800
                                                              -------------
BEVERAGES--1.3%
   Cadbury Schweppes PLC (b)................       64,400         2,141,300
                                                              -------------
BROADCASTING--2.9%
   U S West, Inc. (a).......................      132,100         2,509,900
   Viacom, Inc. Class B (a).................       45,900         2,174,513
                                                              -------------
                                                                  4,684,413
                                                              -------------
CHEMICALS & PLASTICS--6.5%
   E I du Pont de Nemours & Co. ............       66,100         4,618,737
   FMC Corp. (New) (a)......................       20,000         1,352,500
   Hercules, Inc. ..........................       49,200         2,773,650
   W R Grace & Co. .........................       32,400         1,915,650
                                                              -------------
                                                                 10,660,537
                                                              -------------
COMMUNICATION SERVICES--8.2%
   Airtouch Communications (a)..............       44,500         1,257,125
   AT&T Corp. ..............................       78,900         5,108,775
   NYNEX Corp. .............................       63,900         3,450,600
   TeleCommunications, Inc. (New) Liberty
     Media Group Series A (a)...............       21,225           570,422
   TeleCommunications, Inc. (New) TCI Group
     Series A (a)...........................      155,900         3,098,512
                                                              -------------
                                                                 13,485,434
                                                              -------------
COMPUTERS & BUSINESS EQUIPMENT--3.0%
   Digital Equipment Corp. (a)..............       45,000         2,885,625
   Gateway 2000, Inc. (a)...................       80,400         1,969,800
                                                              -------------
                                                                  4,855,425
                                                              -------------
DRUGS & HEALTH CARE--5.9%
   American Home Products Corp. ............       25,900         2,512,300
   Astra AB (b).............................       56,100         2,222,962
   Columbia/HCA Healthcare Corp. ...........       60,225         3,056,419
   Pharmacia & Upjohn, Inc. ................       47,500         1,840,625
                                                              -------------
                                                                  9,632,306
                                                              -------------
ENERGY--8.8%
   Amoco Corp. .............................       31,500         2,264,062
   Kerr-McGee Corp. ........................       40,000         2,540,000
   Mobil Corp. .............................       38,100         4,267,200
 
<CAPTION>
                                                NUMBER
                DESCRIPTION                    OF SHARES          VALUE
- ---------------------------------------------------------------
<S>                                           <C>             <C>
   Noble Affiliates, Inc. ..................       64,900     $   1,938,888
   Royal Dutch Petroleum Co. (b)............       23,500         3,316,437
                                                              -------------
                                                                 14,326,587
                                                              -------------
ENTERTAINMENT--2.4%
   Carnival Corp. Class A...................       81,800         1,993,875
   ITT Corp. (New) (a)......................       36,200         1,918,600
                                                              -------------
                                                                  3,912,475
                                                              -------------
FINANCIAL SERVICES--2.8%
   Travelers Group, Inc. ...................       74,000         4,652,750
                                                              -------------
FOOD PROCESSING--1.6%
   Archer Daniels Midland Co. ..............      146,900         2,644,200
                                                              -------------
INDUSTRIAL & MACHINERY--3.3%
   Allied Signal, Inc. .....................       63,000         2,992,500
   ITT Industries, Inc. (a).................       36,200           868,800
   Sundstrand Corp. ........................       22,400         1,576,400
                                                              -------------
                                                                  5,437,700
                                                              -------------
INSURANCE--4.8%
   Allstate Corp. ..........................       52,099         2,142,571
   Cigna Corp. .............................       22,900         2,364,425
   Exel Ltd. ...............................       27,500         1,677,500
   ITT Hartford Group, Inc. (a).............       36,200         1,751,175
                                                              -------------
                                                                  7,935,671
                                                              -------------
LEISURE TIME--1.5%
   Brunswick Corp. .........................      100,300         2,407,200
                                                              -------------
OFFICE EQUIPMENT--1.4%
   Xerox Corp. .............................       17,300         2,370,100
                                                              -------------
PAPER PRODUCTS--5.3%
   Champion International Corp. ............       59,900         2,515,800
   James River Corp. of Virginia............       76,800         1,852,800
   Kimberly-Clark Corp. ....................       52,806         4,369,697
                                                              -------------
                                                                  8,738,297
                                                              -------------
RETAIL--6.9%
   Gap, Inc. ...............................       49,700         2,087,400
   Nordstrom, Inc. .........................       52,400         2,122,200
   Sears Roebuck & Co. .....................       80,700         3,147,300
   Toys "R" Us, Inc. (a)....................       67,700         1,472,475
   Woolworth Corp. .........................      195,700         2,544,100
                                                              -------------
                                                                 11,373,475
                                                              -------------
SAVINGS & LOAN--1.0%
   Great Western Financial Corp. ...........       64,600         1,647,300
                                                              -------------
TECHNOLOGY--7.6%
   Advanced Micro Devices, Inc. ............       89,300         1,473,450
   General Instrument Corp. (a).............       93,200         2,178,550
   Intel Corp. .............................       34,000         1,929,500
   International Business Machines..........       48,200         4,422,350
   SGS-Thomson Microelectronics NV (a)......       58,900         2,370,725
                                                              -------------
                                                                 12,374,575
                                                              -------------
TOBACCO--4.6%
   Philip Morris Companies, Inc. ...........       54,200         4,905,100
   UST, Inc. ...............................       78,100         2,606,588
                                                              -------------
                                                                  7,511,688
                                                              -------------
TRANSPORTATION--1.4%
   Kansas City Southern Industries, Inc. ...       50,400         2,305,800
                                                              -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-36
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                NUMBER
                DESCRIPTION                    OF SHARES          VALUE
- ---------------------------------------------------------------------------
<S>                                           <C>             <C>
LAZARD EQUITY PORTFOLIO (CONTINUED)
UTILITIES--1.4%
   National Power PLC (b)...................      142,500     $   1,353,750
   Southern Electric PLC (b)................       35,500         1,007,313
                                                              -------------
                                                                  2,361,063
                                                              -------------
TOTAL COMMON STOCKS
 (Identified cost $130,480,451).............                    155,671,871
                                                              -------------
PREFERRED STOCKS--1.3%
 (Identified cost $2,175,536)
FINANCIAL SERVICES--1.3%
   Time Warner Financing Trust..............       68,500         2,140,625
                                                              -------------
 
<CAPTION>
                                               PRINCIPAL
                                                AMOUNT
                                              -----------
<S>                                           <C>             <C>
SHORT TERM INVESTMENT--3.5%
REPURCHASE AGREEMENT--3.5%
 (Identified cost $5,694,000)
   State Street Bank and Trust Co., 5.70%,
     1/2/96 (collateralized by U.S. Treasury
     Bills, due 12/12/96; total par value
     $6,100,000; valued at $5,810,823)......  $ 5,694,000         5,694,000
                                                              -------------
<CAPTION>
                DESCRIPTION                                       VALUE
- ---------------------------------------------------------------------------
<S>                                           <C>             <C>
TOTAL INVESTMENTS
 (Identified cost $138,349,987) (c).........         99.8%    $ 163,506,496
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES................................          0.2           280,492
                                                     ----        ----------
NET ASSETS..................................        100.0%    $ 163,786,988
                                                    =====     =============
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) The aggregate cost for federal income tax purposes is $138,349,987;
    aggregate gross unrealized appreciation is $31,359,389 and the aggregate
    gross unrealized depreciation is $6,202,880, resulting in net unrealized
    appreciation of $25,156,509.
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              NUMBER
                                            OF SHARES
                                           ------------
<S>                                        <C>              <C>
LAZARD INTERNATIONAL EQUITY PORTFOLIO
COMMON STOCKS--92.7%
AUSTRALIA--1.9%
   Westpac Bank Corp. ...................     5,488,300         24,312,671
                                                            --------------
DENMARK--1.1%
   Unidanmark Class A....................       294,900         14,605,583
                                                            --------------
FINLAND--1.6%
   Kymmene Corp. ........................       797,000         21,073,022
                                                            --------------
FRANCE--11.7%
   Accor.................................        97,629         12,639,736
   Alcatel Alsthom (Cie Gen El)..........       421,900         36,374,552
   Banque Nationale de Paris.............       446,722         20,151,295
   Cie De St Gobain......................       193,600         21,111,374
   Generale des Eaux.....................       216,692         21,633,800
   Roussel Uclaf.........................         1,000            169,491
   Roussel Uclaf 144A (b)................       224,400         18,905,700
   Total SA-B............................       308,081         20,792,479
                                                            --------------
   TOTAL FRANCE..........................                      151,778,427
                                                            --------------
GERMANY--8.0%
   Hoechst AG............................       107,250         29,083,479
   Mannesmann AG.........................        25,520          8,124,771
   Mannesmann AG (b).....................        52,205         16,601,190
   Siemens AG............................        45,800         25,063,088
   Veba AG...............................       580,880         24,660,573
                                                            --------------
   TOTAL GERMANY.........................                      103,533,101
                                                            --------------
<CAPTION>
                                              NUMBER
                                            OF SHARES
                                           ------------
<S>                                        <C>              <C>
HONG KONG--2.1%
   HSBC Holdings Ltd. ...................     1,418,444     $   21,462,392
   Peregrine Investment..................     4,806,000          6,215,325
                                                            --------------
   TOTAL HONG KONG.......................                       27,677,717
                                                            --------------
ITALY--1.4%
   Fiat SPA..............................     9,620,500         17,567,540
                                                            --------------
JAPAN--26.4%
   Dai Nippon Printing...................       615,000         10,423,729
   DDI Corp. ............................         3,122         24,189,830
   Hitachi...............................     1,927,000         19,409,976
   Matsushita Electric Industrial Co. ...     1,486,000         24,178,983
   Mazda Motor Corp. (a).................     4,151,000         17,649,288
   Mitsubishi Heavy Ind. ................     4,131,000         32,927,971
   Nintendo Co. .........................       262,700         19,972,833
   Omron Corp. ..........................       911,000         20,999,322
   Orix Corp. ...........................       500,000         20,581,114
   Promise Co. ..........................       203,600          9,800,407
   Ricoh Company, Ltd. ..................     1,150,000         12,585,956
   Rohm Company, Ltd. ...................       467,000         26,369,104
   Sekisui Chemical......................     1,661,000         24,452,494
   Sony Corp. ...........................       411,000         24,640,097
   Sumitomo Trust & Banking..............     1,981,000         28,012,203
   Toyota Motor Corp. ...................     1,269,000         26,916,320
                                                            --------------
   TOTAL JAPAN...........................                      343,109,627
                                                            --------------
NETHERLANDS--7.4%
   Heineken NV...........................       156,400         27,747,916
   ING Groep NV..........................       427,220         28,539,904
   Koninklijke Nedlloyd Groep NV.........       483,200         10,960,603
   Royal Dutch Petroleum Co. (b).........       202,600         28,591,925
                                                            --------------
   TOTAL NETHERLANDS.....................                       95,840,348
                                                            --------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-37
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              NUMBER
               DESCRIPTION                  OF SHARES           VALUE
- --------------------------------------------------------------------------------
<S>                                        <C>              <C>
LAZARD INTERNATIONAL EQUITY PORTFOLIO (CONTINUED)
NEW ZEALAND--1.9%
   Fletcher Challenge....................     5,504,000     $   12,702,092
   Lion Nathan Ltd. .....................     5,031,100         12,005,436
                                                            --------------
   TOTAL NEW ZEALAND.....................                       24,707,528
                                                            --------------
NORWAY--0.8%
   Aker AS Class A.......................       401,700          5,327,166
   Aker AS Class B.......................       467,600          5,684,343
                                                            --------------
   TOTAL NORWAY..........................                       11,011,509
                                                            --------------
SPAIN--2.3%
   Banco Santander SA....................       225,100         11,301,393
   ENDESA................................       323,500         18,321,888
                                                            --------------
   TOTAL SPAIN...........................                       29,623,281
                                                            --------------
SWEDEN--3.9%
   Astra AB Series B.....................       601,900         23,841,394
   Electrolux AB Series B................       324,300         13,309,600
   Volvo AB Series B.....................       691,900         14,172,086
                                                            --------------
   TOTAL SWEDEN..........................                       51,323,080
                                                            --------------
SWITZERLAND--7.1%
   Baloise Holdings......................         6,428         13,374,252
   Ciba Geigy AG.........................        32,820         28,879,324
   Nestle SA.............................        23,630         26,139,471
   SGS Holding...........................        11,706         23,239,480
                                                            --------------
   TOTAL SWITZERLAND.....................                       91,632,527
                                                            --------------
UNITED KINGDOM--15.1%
   Allied Domecq PLC.....................     1,425,500         11,600,590
   British Aerospace Ord. PLC............     2,114,187         26,129,779
   Cadbury Schweppes PLC.................     3,493,230         28,834,474
   Lloyds Abbey Life PLC.................     1,917,400         13,400,062
   Midlands Electric PLC.................     1,441,300         17,011,772
   Mirror Group PLC......................     4,500,900         12,302,507
   National Grid Group PLC (a)...........     1,166,011          3,603,606
   National Power Ord. PLC...............     1,292,600          9,023,508
   National Power P/P Ord. PLC...........     2,020,800          4,833,098
   Rank Organisation PLC.................     3,441,200         24,904,476
   Sears PLC.............................    11,817,700         19,087,448
   Thorn EMI PLC.........................     1,107,100         26,074,191
                                                            --------------
   TOTAL UNITED KINGDOM..................                      196,805,511
                                                            --------------
TOTAL COMMON STOCKS
 (Identified cost $1,080,502,927)                            1,204,601,472
                                                            --------------
PREFERRED STOCKS--2.1%
 (Identified cost $24,881,403)
AUSTRALIA--2.1%
   News Corporation, Ltd. (b)............     1,409,000         27,123,250
                                                            --------------
WARRANTS--0.0%
 (Identified cost $0)
UNITED KINGDOM--0.0%
   British Aerospace PLC (a).............       117,216            569,787
                                                            --------------
 
<CAPTION>
                                            PRINCIPAL
               DESCRIPTION                    AMOUNT            VALUE
- ----------------------------------------------------------------------------------
<S>                                        <C>              <C>
SHORT TERM INVESTMENT--5.4%
REPURCHASE AGREEMENT--5.4%
 (Identified cost $70,037,000)
   State Street Bank and Trust Co.,
     5.70%, 1/2/96 (collateralized by
     U.S. Treasury Bills, due 12/12/96;
     total par value $74,995,000; valued
     at $71,439,787).....................  $ 70,037,000     $   70,037,000
                                                            --------------
TOTAL INVESTMENTS
 (Identified cost $1,175,421,330) (c)....         100.2%     1,302,331,509
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS..................................          (0.2)        (2,782,062)
                                                   ----       ------------
NET ASSETS...............................         100.0%    $1,299,549,447
                                                  =====     ==============
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) The aggregate cost for federal income tax purposes is $1,175,447,648;
    aggregate gross unrealized appreciation is $154,092,979 and the aggregate
    gross unrealized depreciation is $27,209,118, resulting in net unrealized
    appreciation of $126,883,861.
 
 *  Percentages of common and preferred stocks are presented in the portfolio by
    country.
 
    Percentages by industry are as follows:
 
    Aerospace & Defense 2.0%, Automotive 5.9%, Banks 8.7%, Chemicals & Plastics
    4.1%, Computer & Business Equipment 1.0%, Construction Materials 1.6%,
    Domestic Oil 0.8%, Drugs & Health Care 5.5%, Electrical Equipment 11.0%,
    Electronics 5.5%, Energy 2.2% , Entertainment 1.9%, Financial Services 4.2%,
    Food & Beverage 8.7%, Insurance 2.1%, International Oil 1.6%, Machinery
    3.2%, Miscellaneous 0.9%, Mortgage Backed Securities 1.3%, Paper Products
    2.6%, Publishing 3.0%, Retailing 3.5%, Services 3.5%, Telephone 1.9%,
    Transportation & Freight Services 0.8%, Utilities 7.3%.
 
Forward Foreign Currency Contracts open at December 31, 1995:
 
<TABLE>
<CAPTION>
                                                        Unrealized
   Contracts          In Exchange        Delivery      Appreciation
  to Deliver              For              Date       (Depreciation)
- ---------------     ----------------     --------     --------------
<S>                 <C>                  <C>          <C>
 $  3,971,727       GPB   2,555,480       1/5/96         $ (2,974)
NZD   230,101              $149,750       1/4/96             (682)
 $  7,327,986       JPY 750,385,723       1/4/96          (60,327)
 $    856,911       ESP 103,986,191       1/3/96              353
 $  1,861,380       ESP 226,995,238       1/2/96            9,974
                                                         --------
                                                         $(53,656)
                                                         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-38
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             PRINCIPAL
             DESCRIPTION                       AMOUNT           VALUE
- --------------------------------------------------------------------------------
<S>                                    <C>  <C>              <C>
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO
CURRENCY DENOMINATED BONDS*--93.2%
AUSTRALIAN DOLLAR--1.0%
CORPORATE BOND
   Bayerische Vereinsbank, 10.00%,
     12/16/99........................  AUD       210,000     $   166,403
GOVERNMENT OBLIGATION
   Commonwealth of Australia, 9.50%,
     8/15/03.........................            345,000         277,126
                                                             -----------
   TOTAL AUSTRALIAN DOLLAR...........                            443,529
                                                             -----------
AUSTRIAN SCHILLING--0.9%
GOVERNMENT OBLIGATION
   Republic of Austria, 5.625%,
     12/14/00........................  ATS     4,000,000         404,227
                                                             -----------
BELGIAN FRANC--1.4%
GOVERNMENT OBLIGATION
   Belgium Kingdom, 6.50%,
     3/31/05.........................  BEL    19,000,000         637,078
                                                             -----------
BRAZILIAN REAL--0.4%
CORPORATE BOND
   Chase Brazil Note, 27.152%, 3/1/96
     (a).............................  BRL       198,729         195,410
                                                             -----------
BRITISH POUND--6.2%
CORPORATE BONDS
   Barclays Bank PLC, 12.75%,
     11/26/97........................  GBP       310,000         531,993
   Bayerische Landesbank
     Girozentrale, 8.50%, 2/26/03....            275,000         446,517
   Tokyo Electric Power, 11.00%,
     6/5/01..........................            100,000         179,667
   West LB Finance Curacao NV, 8.50%,
     6/2/03..........................            820,000       1,319,717
GOVERNMENT OBLIGATION
   United Kingdom Treasury, 8.50%,
     7/16/07.........................            200,000         333,903
                                                             -----------
   TOTAL BRITISH POUND...............                          2,811,797
                                                             -----------
CANADIAN DOLLAR--3.1%
CORPORATE BOND
   Quebec Housing, 8.95%,
     5/13/13.........................  CAD       419,000         332,985
GOVERNMENT OBLIGATIONS
   Government of Canada, 7.50%,
     12/1/03.........................            800,000         603,752
   Government of Canada, 9.00%,
     12/1/04.........................            600,000         494,983
                                                             -----------
   TOTAL CANADIAN DOLLAR.............                          1,431,720
                                                             -----------
CZECH KORUNA--3.8%
CORPORATE BONDS
   CEZ AS, 14.375%, 1/27/01..........  CZK    10,000,000         401,260
   Czech Trade Bank, 11.125%,
     8/26/97.........................          5,000,000         188,630
   Skofin, 11.625%, 2/9/98...........         30,000,000       1,137,966
                                                             -----------
   TOTAL CZECH KORUNA................                          1,727,856
                                                             -----------
 
<CAPTION>
                                             PRINCIPAL
             DESCRIPTION                       AMOUNT           VALUE
- ----------------------------------------------------------------------------------
<S>                                    <C>  <C>              <C>
DANISH KRONE--5.3%
CORPORATE BONDS
   Kreditforen Denmark, 10.20%,
     4/15/04 (a).....................  DKK     5,000,000     $   992,346
   Nykredit, 6.00%, 10/1/26..........          8,285,520       1,240,776
GOVERNMENT OBLIGATION
   Kingdom of Denmark, 8.00%,
     5/15/03.........................          1,000,000         191,463
                                                             -----------
   TOTAL DANISH KRONE................                          2,424,585
                                                             -----------
DUTCH GUILDER--4.9%
GOVERNMENT OBLIGATIONS
   Government of Netherlands, 6.75%,
     2/15/99.........................  NLG     1,590,000       1,053,262
   Government of Netherlands, 8.75%,
     1/15/07.........................            300,000         224,154
   Government of Netherlands, 9.00%,
     5/15/00.........................          1,300,000         936,742
                                                             -----------
   TOTAL DUTCH GUILDER...............                          2,214,158
                                                             -----------
FRENCH FRANC--6.4%
GOVERNMENT OBLIGATIONS
   Government of France, 6.75%,
     10/25/03........................  FRF     2,300,000         477,425
   Government of France, 7.50%,
     4/25/05.........................          4,700,000       1,017,070
   Government of France, 7.75%,
     4/12/00.........................          2,000,000         437,819
   Government of France, 8.50%,
     10/25/19........................          2,850,000         657,356
   United Mexican States, 6.63%,
     12/31/19........................          3,000,000         340,770
                                                             -----------
   TOTAL FRENCH FRANC................                          2,930,440
                                                             -----------
GERMAN MARK--11.0%
CORPORATE BONDS
   Autobahn Tank & Rast, 6.00%,
     10/16/00........................  DEM       610,000         435,739
   Baden Wurttemberg, 6.75%,
     6/22/05.........................          1,574,000       1,133,894
   Bank Nederlandse Gem, 6.50%,
     11/4/08.........................            800,000         550,603
   International Bank Reconstruction
     & Development, 7.125%,
     4/12/05.........................          1,700,000       1,259,150
   Land Hessen, 6.00%,
     11/29/13........................          1,000,000         690,136
GOVERNMENT OBLIGATION
   Federal Republic of Germany,
     8.25%, 9/20/01..................          1,210,000         962,517
                                                             -----------
   TOTAL GERMAN MARK.................                          5,032,039
                                                             -----------
GREEK DRACHMA--0.2%
GOVERNMENT OBLIGATION
   Greek Treasury Bill, 0.00%,
     7/17/96.........................  GRD    25,000,000          97,748
                                                             -----------
HUNGARIAN FORINTS--0.2%
GOVERNMENT OBLIGATION
   Hungarian Treasury Bill, 0.00%,
     10/11/96........................  HUF    15,200,000          89,745
                                                             -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-39
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             PRINCIPAL
             DESCRIPTION                       AMOUNT           VALUE
- --------------------------------------------------------------------------------
<S>                                    <C>  <C>              <C>
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO (CONTINUED)
IRISH POUND--2.7%
GOVERNMENT OBLIGATION
   Republic of Ireland, 6.25%,
     4/1/99..........................  IEP       770,000     $ 1,222,310
                                                             -----------
ITALIAN LIRA--8.9%
GOVERNMENT OBLIGATIONS
   Republic of Italy, 8.50%,
     8/1/99..........................  ITL  5,885,000,000      3,517,011
   Republic of Italy, 12.00%,
     5/1/97..........................        400,000,000         256,907
   Republic of Italy, 12.00%,
     1/1/02..........................        400,000,000         268,216
                                                             -----------
   TOTAL ITALIAN LIRA................                          4,042,134
                                                             -----------
JAPANESE YEN--26.0%
CORPORATE BOND
   Export-Import Bank of Japan,
     4.375%, 10/1/03.................  JPY   205,000,000       2,181,537
GOVERNMENT OBLIGATIONS
   Credit Local De France, 6.00%,
     10/31/01........................         80,000,000         923,002
   Government of Japan, 5.50%,
     9/20/02.........................        475,000,000       5,391,768
   Republic of Austria, 4.50%,
     9/28/05.........................         80,000,000         863,923
   Republic of Austria, 6.25%,
     10/16/03........................         15,000,000         179,600
   Republic of Italy, 3.50%,
     6/20/01.........................        230,000,000       2,337,591
                                                             -----------
   TOTAL JAPANESE YEN................                         11,877,421
                                                             -----------
NORWEGIAN KRONE--2.2%
CORPORATE BOND
   Sparebanken Norway, 10.25%,
     6/23/03 (a).....................  NOK     6,000,000       1,022,560
                                                             -----------
PORTUGUESE ESCUDO--0.2%
GOVERNMENT OBLIGATION
   Republic of Portugal, 11.875%,
     2/23/00.........................  PTE    13,000,000          93,525
                                                             -----------
SOUTH AFRICAN RAND--0.2%
GOVERNMENT OBLIGATION
   Republic of South Africa, 11.50%,
     5/30/00.........................  ZAR       405,500         102,085
                                                             -----------
SPANISH PESETA--3.2%
GOVERNMENT OBLIGATION
   Kingdom of Spain, 12.25%,
     3/25/00.........................  ESP   160,000,000       1,448,178
                                                             -----------
SWEDISH KRONA--1.1%
GOVERNMENT OBLIGATION
   Kingdom of Sweden, 10.25%,
     5/5/00..........................  SEK     3,000,000         484,969
                                                             -----------
THAILAND BAHT--0.3%
CORPORATE BOND
   Industrial Group Finance of
     Thailand, 11.25%, 5/14/96.......  THB     3,000,000         119,177
                                                             -----------
 
<CAPTION>
                                             PRINCIPAL
             DESCRIPTION                       AMOUNT           VALUE
- -----------------------------------------------------------------------------------
<S>                                    <C>  <C>              <C>
UNITED STATES DOLLAR--3.6%
CONVERTIBLE BOND
   Zenith Electric, 6.25%, 4/1/11....  USD  $    225,000     $   159,750
CORPORATE BOND
   Reliance Industries Ltd. 144A,
     8.125%, 9/27/05.................            250,000         251,250
GOVERNMENT OBLIGATION
   Argentina Bono 1998 Boax0,
     8.9922%, 4/4/98 (b).............            500,000         494,500
YANKEE BONDS
   Astra International, 9.75%,
     4/29/01.........................            100,000         106,000
   Den Norske Credit, 6.125%,
     11/29/49 (a)....................            700,000         552,545
   Hong Kong & Shanghai Bank, 6.25%,
     8/29/49 (a).....................            100,000          79,850
                                                             -----------
   TOTAL UNITED STATES DOLLAR........                          1,643,895
                                                             -----------
TOTAL CURRENCY DENOMINATED BONDS*
 (Identified cost $40,755,329).......                         42,496,586
                                                             -----------
STRUCTURED NOTES--1.1%
   ING Polish Note, 0.00%,
     2/21/96.........................            224,047         216,766
   United Mexican States 144A, 0.00%,
     11/27/96 (c)....................            300,000         305,250
                                                             -----------
TOTAL STRUCTURED NOTES
 (Identified cost $500,017)..........                            522,016
                                                             -----------
SHORT TERM INVESTMENT--8.5%
REPURCHASE AGREEMENT--8.5%
 (Identified cost $3,866,000)
   State Street Bank and Trust Co.,
     5.70%, 1/2/96 (collateralized by
     U.S. Treasury Bills, due
     12/12/96; total par value
     $4,140,000; valued at
     $3,943,739).....................          3,866,000       3,866,000
                                                             -----------
TOTAL INVESTMENTS
 (Identified cost $45,121,346) (d)...              102.8%     46,884,602
LIABILITIES IN EXCESS OF CASH AND
 OTHER ASSETS........................               (2.8)     (1,260,299)
                                                    ----       ---------
NET ASSETS...........................              100.0%    $45,624,303
                                                   =====     ===========
</TABLE>
 
(a) Variable rate security. Interest shown is the current rate.
(b) Coupon set quarterly to 3 month LIBOR. Current rate shown.
(c) Value set monthly based on CETES/LIBOR rates.
(d) The aggregate cost for federal income tax purposes is $45,125,136; aggregate
    gross unrealized appreciation is $1,948,773 and the aggregate gross
    unrealized depreciation is $189,307, resulting in net unrealized
    appreciation of $1,759,466.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-40
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
LAZARD INTERNATIONAL FIXED-INCOME
 PORTFOLIO (CONTINUED)
 
 *  Percentages of holdings are presented in the portfolio by currency
    denomination.
 
    Percentages by country are as follows:
 
    Argentina 1.1%, Australia 1.0%, Austria 0.9%, Belgium 1.4%, Brazil 0.4%,
    Canada 3.1%, Czech Republic 3.8%, Denmark 5.3%, France 6.4%, Germany 11.0%,
    Greece 0.2%, Hong Kong 0.2%, Hungary 0.2%, Ireland 2.7%, Italy 8.9%, Japan
    26.1%, Mexico 0.7%, Netherlands 4.9%, Norway 3.5%, Poland 0.5%, Portugal
    0.2%, South Africa 0.2%, Spain 3.2%, Sweden 1.3%, Thailand 0.3%, United
    Kingdom 6.2%, United States 0.6%.
 
    Forward Foreign Currency Contracts open at December 31, 1995:
<TABLE>
<CAPTION>
                                       In                       Unrealized
              Contracts                Exchange  Delivery      Appreciation
             to Deliver                For       Date         (Depreciation)
- -------------------------------------  ----   -------------   -------------
<S>                 <C>      <C>       <C>    <C>             <C> 
AUD   162,499                $121,000            3/12/96      $       642
 $     486,000      CAD       660,814            3/12/96           (2,132)
 $     229,503      DEM       328,025            3/12/96                5
DEM   153,082                $106,526            3/12/96             (580)
 $     986,922      DKK     5,454,127            3/12/96           (2,887)
DKK  3,050,518               $549,000            3/12/96           (1,376)
 $   1,398,000      FRF     6,906,120            3/12/96           13,991
 $     451,000      JPY    45,330,010            3/12/96           (7,382)
JPY  27,531,450              $275,000            3/12/96            5,566
NOK 6,557,669              $1,038,000            3/12/96            1,839
 $     171,000      SEK     1,123,453            3/12/96           (2,760)
XEU     48,513                $62,240            3/12/96              134
 $   3,548,592      ITL 5,684,489,869            1/19/96           30,780
DKK  5,452,746               $983,948             1/2/96            1,914
                                                                  -------
                                                              $    37,754
                                                              ============
</TABLE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                PRINCIPAL
                 DESCRIPTION                     AMOUNT           VALUE
- --------------------------------------------------------------------------------
<S>                                            <C>             <C>
LAZARD BOND PORTFOLIO
ASSET-BACKED SECURITIES--17.7%
   American Financial Home Equity Loan,
     Series 1991-1, Class A, 8.00%,
     7/25/06.................................  $    72,756     $     74,484
   AT & T Universal Card Master Trust, Series
     1995-2, Class A, 5.95%,
     10/17/02................................      810,000          817,087
   Banc One Credit Card Master Trust, Series
     1995-B, Class A, 6.30%,
     10/15/02................................      400,000          409,500
   Bridgestone Firestone, Series 1992-A,
     Class A, 6.25%, 12/1/99.................       83,333           83,437
   Chase Manhattan Grantor Trust, Series
     1995-A, Class A, 5.90%,
     11/15/01................................      389,662          391,002
   Chase Manhattan Grantor Trust, Series
     1995-B, Class A, 6.00%, 9/17/01.........      641,571          644,578
   Discover Card Master Trust I, Series
     1995-2, Class A, 6.55%, 2/18/03.........      750,000          774,135
   Fical Home Equity Loan Trust, Series
     1990-1, Class A, 8.90%,
     11/15/97................................        1,057            1,056
   First Chicago Master Trust II, Series
     1992-E, Class A, 6.25%, 8/15/99.........      400,000          404,248
   Ford Credit Grantor Trust, Series 1994-B,
     Class A, 7.30%, 10/15/99................      347,198          353,815
   Ford Credit Grantor Trust, Series 1995-A,
     Class A, 5.90%, 5/15/00.................      461,522          463,253
   G E Home Equity Loan, Inc., Series 1991-1,
     Class A, 7.20%, 9/15/11.................       49,714           50,195
   Green Tree Financial Corp., Series 1994-3,
     Class A, 6.60%, 6/15/19.................      299,343          301,307
   Green Tree Financial Corp., Series 1994-6,
     Class A2, 7.25%, 11/15/19...............      600,000          609,558
   MBNA Master Credit Card Trust, Series
     1995-D, Class A, 6.05%,
     11/15/02................................      773,000          784,595
 
<CAPTION>
                                                PRINCIPAL
                 DESCRIPTION                     AMOUNT           VALUE
- --------------------------------------------------------------------------------------
<S>                                            <C>             <C>
   Olympic Automobile Receivable Trust,
     Series 1994-B, Class A2, 6.85%,
     6/15/01.................................  $   273,922     $    278,673
   Premier Auto Trust, Series 1994-1, Class
     A3, 5.90%, 7/6/99.......................      252,000          252,709
   Premier Auto Trust, Series 1995-4, Class
     A2, 4.75%, 2/2/00.......................      746,072          740,476
   Security Pacific Home Equity Loan, Series
     1991-1, Class A, 7.85%, 5/15/98.........       32,530           32,835
   Standard Credit Card Master Trust I,
     Series 1995-3, Class A, 7.85%, 2/7/02...      660,000          708,464
                                                               ------------
TOTAL ASSET-BACKED SECURITIES
 (Identified Cost $8,080,503)................                     8,175,407
                                                               ------------
CORPORATE BONDS--12.7%
AUTOMOTIVE--1.6%
   General Motors Acceptance Corp., 5.625%,
     2/1/99..................................      750,000          746,445
                                                               ------------
AUTO PARTS--0.7%
   Walbro Corp. 144A, 9.875%, 7/15/05........      335,000          334,163
                                                               ------------
BROADCASTING--2.7%
   Act III Broadcasting Inc., 10.25%,
     12/15/05................................      170,000          174,250
   Comcast Corp., 9.50%, 1/15/08.............      184,000          195,040
   Comcast Corp., 9.125%, 10/15/06...........      367,000          382,598
   Paxson Communications Corp. 144A, 11.625%,
     10/1/02.................................      160,000          162,400
   SCI Television Inc., 11.00%, 6/30/05......      294,000          310,905
                                                               ------------
                                                                  1,225,193
                                                               ------------
CHEMICALS & PLASTICS--0.6%
   Arcadian Partners LP, Series B, 10.75%,
     5/1/05..................................      263,000          290,615
                                                               ------------
ELECTRONICS--0.8%
   Alpine Group Inc. 144A, 12.25%,
     7/15/03.................................      368,000          360,640
                                                               ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-41
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                PRINCIPAL
                 DESCRIPTION                     AMOUNT           VALUE
- --------------------------------------------------------------------------------
<S>                                            <C>             <C>
LAZARD BOND PORTFOLIO (CONTINUED)
FINANCIAL SERVICES--1.7%
   Avco Financial Services Inc., 6.35%,
     9/15/00.................................  $   128,000     $    130,479
   Bank of Boston Corp., 6.625%, 2/1/04......      104,000          105,618
   Citicorp, 8.00%, 2/1/03...................      126,000          139,258
   Norwest Corporation Medium Term Note,
     6.125%, 10/15/00........................      149,000          151,235
   Salomon Inc., 8.55%, 2/17/97..............      265,000          271,919
                                                               ------------
                                                                    798,509
                                                               ------------
FOREST PRODUCTS--0.5%
   Williamhouse Regency Delaware Inc. 144A,
     13.00%, 11/15/05........................      238,000          249,900
                                                               ------------
MANUFACTURING--1.0%
   Silgan Corp., 11.75%, 6/15/02.............      434,000          465,465
                                                               ------------
PAPER PRODUCTS--0.4%
   Crown Paper Co., 11.00%, 9/1/05...........      215,000          188,125
                                                               ------------
RESTAURANTS, LODGING & ENTERTAINMENT--0.7%
   Flagstar Corp., 10.75%, 9/15/01...........      335,000          306,525
                                                               ------------
RETAIL GROCERY--0.2%
   Pueblo Xtra International, 9.50%,
     8/1/03..................................       73,000           69,715
                                                               ------------
RETAIL--0.9%
   D.R. Structured Finance Corp., Series
     1994-K2, Class A2, 9.35%,
     8/15/19.................................      600,000          396,000
                                                               ------------
RETAIL TRADE--0.7%
   Mothers Work Inc. 144A, 12.625%,
     8/1/05..................................      328,000          323,080
                                                               ------------
UTILITIES--0.2%
   Texas New Mexico Power Co., 9.25%,
     9/15/00.................................       80,000           82,800
                                                               ------------
TOTAL CORPORATE BONDS
 (Identified cost $5,980,173)................                     5,837,175
                                                               ------------
FEDERAL AGENCIES--5.2%
   Federal Home Loan Mortgage Corp., 8.50%,
     1/1/99..................................      362,000          377,272
   Federal Home Loan Mortgage Corp., 7.00%,
     1/1/99..................................      367,000          369,408
   Federal Home Loan Mortgage Corp., 7.00%,
     9/1/25..................................      619,485          625,098
   Federal Home Loan Mortgage Corp., 7.00%,
     8/1/25..................................    1,012,108        1,021,277
                                                               ------------
TOTAL FEDERAL AGENCIES
 (Identified cost $2,342,473)................                     2,393,055
                                                               ------------
MUNICIPAL BOND--0.9%
 (Identified cost $379,772)
   Allegheny County Pennsylvania Hospital
     Development, 5.375%, 12/1/25............      400,000          393,256
                                                               ------------
MORTGAGE PASS-THROUGH SECURITIES--13.4%
   Federal National Mortgage Association,
     9.00%, 1/1/99...........................       55,000           57,956
   Federal National Mortgage Association,
     9.00%, 10/1/25..........................      173,675          182,901
 
<CAPTION>
                                                PRINCIPAL
                 DESCRIPTION                     AMOUNT           VALUE
- ------------------------------------------------------------------------------------
<S>                                            <C>             <C>
   Federal National Mortgage Association,
     7.50%, 1/1/99...........................  $   303,000     $    310,480
   Federal National Mortgage Association,
     9.00%, 7/1/25...........................      310,369          326,856
   Federal National Mortgage Association,
     8.00%, 10/1/25..........................      391,577          405,525
   Federal National Mortgage Association,
     8.00%, 1/1/99...........................      414,000          429,008
   Federal National Mortgage Association,
     7.50%, 10/1/25..........................      489,712          501,798
   Federal National Mortgage Association,
     7.50%, 9/1/25...........................      852,458          873,496
   Federal National Mortgage Association,
     8.00%, 9/1/25...........................    1,444,880        1,496,346
   Government National Mortgage Association,
     9.00%, 9/15/25..........................      127,130          134,678
   Government National Mortgage Association,
     6.00%, 1/20/99..........................      275,000          277,922
   Government National Mortgage Association,
     6.00%, 10/20/25 (a).....................    1,154,060        1,165,600
                                                               ------------
TOTAL MORTGAGE PASS-THROUGH SECURITIES
 (Identified cost $6,068,445)................                     6,162,566
                                                               ------------
U.S. GOVERNMENT OBLIGATIONS--43.2%
   United States Treasury Bond Strip, 0.00%,
     11/15/21................................    1,270,000          258,788
   United States Treasury Notes, 7.50%,
     11/15/01................................      491,000          540,792
   United States Treasury Notes, 8.875%,
     2/15/99.................................      720,000          793,800
   United States Treasury Notes, 5.75%,
     10/31/00................................    1,115,000        1,131,023
   United States Treasury Notes, 7.375%,
     11/15/97................................    1,580,000        1,639,740
   United States Treasury Notes, 7.875%,
     11/15/04................................    3,044,000        3,523,430
   United States Treasury Notes, 7.75%,
     12/31/99................................    3,436,000        3,728,610
   United States Treasury Notes, 5.125%,
     4/30/98.................................    6,500,000        6,486,805
   United States Treasury Strips, 0.00%,
     8/15/02.................................    1,000,000          699,840
   United States Treasury Strips, 0.00%,
     5/15/05.................................    1,898,000        1,116,992
                                                               ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
 (Identified cost $19,686,260)...............                    19,919,820
                                                               ------------
SHORT TERM INVESTMENTS--5.4%
REPURCHASE AGREEMENT--3.9%
   State Street Bank and Trust Co., 5.70%,
     1/2/96 (collateralized by U.S. Treasury
     Bills, due 12/12/96; total par value
     $1,935,000; valued at $1,843,269).......    1,806,000        1,806,000
                                                               ------------
FEDERAL AGENCIES--0.7%
   Federal National Mortgage Association
     Discount Notes, 5.45%, 1/16/96..........      130,000          129,705
   Federal National Mortgage Association
     Discount Notes, 5.45%, 1/3/96...........      185,000          184,944
                                                               ------------
                                                                    314,649
                                                               ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-42
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                PRINCIPAL
                 DESCRIPTION                     AMOUNT           VALUE
- --------------------------------------------------------------------------------
<S>                                            <C>             <C>
LAZARD BOND PORTFOLIO (CONTINUED)
U.S. GOVERNMENT OBLIGATION--0.8%
   United States Treasury Bills, 4.65%,
     1/11/96.................................  $   385,000     $    384,503
                                                               ------------
TOTAL SHORT TERM INVESTMENTS
 (Identified cost $2,505,151)................                     2,505,152
                                                               ------------
TOTAL INVESTMENTS
 (Identified cost $45,042,777) (b)...........         98.5%      45,386,431
 
<CAPTION>
                                                PRINCIPAL
                 DESCRIPTION                     AMOUNT           VALUE
- --------------------------------------------------------------------------------
<S>                                            <C>             <C>
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES.................................          1.5     $    696,972
                                                      ----        ---------
NET ASSETS...................................        100.0%    $ 46,083,403
                                                     =====       ==========

</TABLE>
 
(a) Variable rate security. Interest shown is the current rate.
(b) The aggregate cost for federal income tax purposes is $45,042,777; aggregate
    gross unrealized appreciation is $574,652 and the aggregate gross unrealized
    depreciation is $230,998, resulting in net unrealized appreciation of
    $343,654.
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                   <C>  <C>                <C>
LAZARD STRATEGIC YIELD PORTFOLIO
CURRENCY DENOMINATED BONDS*--89.3%
ARGENTINA PESO--1.2%
GOVERNMENT OBLIGATION
   Bocon Pre 1 Pesos 2197, 0.00%,
     4/1/01.........................  ARP       1,100,000     $   956,809
                                                              -----------
AUSTRALIAN DOLLAR--2.9%
GOVERNMENT OBLIGATIONS
   Commonwealth of Australia, 8.75%,
     1/15/01........................  AUD       1,218,000         941,130
   Commonwealth of Australia,
     13.00%, 7/15/00................            1,469,000       1,310,930
                                                              -----------
   TOTAL AUSTRALIAN DOLLAR..........                            2,252,060
                                                              -----------
BRAZILIAN REAL--1.2%
CORPORATE BOND
   Chase Brazil Note, 27.152%,
     3/1/96 (a).....................  BRL         973,037         956,787
                                                              -----------
BRITISH POUND--0.8%
GOVERNMENT OBLIGATIONS
   United Kingdom Treasury, 2.50%,
     7/17/24........................  GBP         350,000         657,201
                                                              -----------
CANADIAN DOLLAR--4.9%
CONVERTIBLE BOND
   Canada Trustco, 7.00%, 7/1/09....  CAD       2,000,000       1,340,169
GOVERNMENT OBLIGATIONS
   Canada Government, 7.50%,
     12/1/03........................  CAD       2,930,000       2,211,243
   Quebec Housing, 8.95%, 5/13/13...              394,000         313,117
                                                              -----------
   TOTAL CANADIAN DOLLAR............                            3,864,529
                                                              -----------
CZECH KORUNA--3.9%
CORPORATE BONDS
   CEZ AS, 14.375%, 1/27/01.........  CZK      20,370,000         817,366
   Czech Trade Bank, 11.125%,
     8/26/97........................           20,000,000         754,519
   Skofin, 11.625%, 2/9/98..........           40,000,000       1,517,288
                                                              -----------
   TOTAL CZECH KORUNA...............                            3,089,173
                                                              -----------
DANISH KRONE--3.6%
CORPORATE BONDS
   Kreditforen Denmark, 10.20%,
     4/15/04........................  DKK       9,000,000       1,786,223
   Nykredit, 6.00%, 10/1/26.........            7,089,480       1,061,666
                                                              -----------
   TOTAL DANISH KRONE...............                            2,847,889
                                                              -----------
GERMAN MARK--1.0%
CORPORATE BOND
   Autobahn Tank & Rast, 6.00%,
     10/16/00.......................  DEM       1,050,000         750,042
                                                              -----------
GREEK DRACHMA--0.6%
GOVERNMENT OBLIGATION
   Greek Treasury Bill, 0.00%,
     7/17/96........................  GRD     130,000,000         508,288
                                                              -----------
HUNGARIAN FORINTS--0.6%
GOVERNMENT OBLIGATION
   Hungarian Treasury Bill, 0.00%,
     10/11/96.......................  HUF      75,900,000         448,134
                                                              -----------
INDONESIAN RUPIAH--1.1%
CORPORATE BONDS
   Bakrie & Brothers, 0.00%,
     4/15/96........................  IDR   1,000,000,000         413,345
   Indah Kiat, 0.00%, 3/21/96.......        1,000,000,000         422,086
                                                              -----------
   TOTAL INDONESIAN RUPIAH..........                              835,431
                                                              -----------
IRISH POUND--3.0%
GOVERNMENT OBLIGATION
   Republic of Ireland, 6.25%,
     4/1/99.........................  IEP       1,505,000       2,389,061
                                                              -----------
ITALIAN LIRA--2.0%
GOVERNMENT OBLIGATION
   Republic of Italy, 8.50%,
     8/1/99.........................  ITL   2,575,000,000       1,538,879
                                                              -----------
MEXICAN PESO--0.2%
CORPORATE BOND
   Ajustobonos, 0.00%, 2/15/96......  MXP         555,000         163,398
                                                              -----------
NEW ZEALAND DOLLAR--0.9%
GOVERNMENT OBLIGATION
   Government of New Zealand,
     10.00%, 7/15/97................  NZD       1,065,000         715,375
                                                              -----------
NORWEGIAN KRONE--2.2%
CORPORATE BOND
   Sparebanken Norway, 10.25%,
     6/23/03 (a)....................  NOK      10,000,000       1,704,267
                                                              -----------
PORTUGUESE ESCUDO--0.6%
GOVERNMENT OBLIGATION
   Republic of Portugal, 11.875%,
     2/23/00........................  PTE      61,500,000         442,447
                                                              -----------
SOUTH AFRICAN RAND--0.7%
GOVERNMENT OBLIGATION
   Republic of South Africa, 11.50%,
     5/30/00........................  ZAR       2,032,200         511,608
                                                              -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-43
<PAGE>
 
- ------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             PRINCIPAL
            DESCRIPTION                        AMOUNT            VALUE
- ------------------------------------------------------------------------

LAZARD STRATEGIC YIELD PORTFOLIO (CONTINUED)
<S>                                   <C>  <C>                <C>
SPANISH PESETA--1.6%
GOVERNMENT OBLIGATION
   Kingdom of Spain, 12.25%,
     3/25/00........................  ESP     140,000,000     $ 1,267,156
                                                              -----------
THAILAND BAHT--1.6%
CORPORATE BONDS
   Industrial Group Finance of
     Thailand, 11.25%, 5/14/96......  THB       3,000,000         119,177
   Krung Thai Than BE, 0.00%,
     1/12/96........................           10,000,000         395,671
   Phatra Thanakit BE, 0.00%,
     6/20/96 (a)....................           20,000,000         755,592
                                                              -----------
   TOTAL THAILAND BAHT..............                            1,270,440
                                                              -----------
UNITED STATES DOLLAR--54.7%
CONVERTIBLE BONDS
   Burns Philp, 5.50%, 4/30/04......  USD  $      800,000         692,000
   Dairy Farm International Holdings
     Ltd., 0.00%, 5/10/49...........              250,000         197,500
   Zenith Electric, 6.25%, 4/1/11...              535,000         379,850
CORPORATE BONDS
   Act III Broadcasting Inc.,
     10.25%, 12/15/05...............              400,000         410,000
   Alpine Group Inc. 144A, 12.25%,
     7/15/03........................              718,000         703,640
   Arcadian Partners Series B,
     10.75%, 5/1/05.................              798,000         881,790
   Astra International, 9.75%,
     4/29/01........................            1,540,000       1,632,400
   Ce Casecnan Water & Energy Inc.
     Series B 144A, 11.95%,
     11/15/10.......................              750,000         757,500
   Comcast Corp., 9.125%,
     10/15/06.......................              320,000         333,600
   Comcast Corp., 9.50%,
     1/15/08........................              479,000         507,740
   Crown Paper Co., 11.00%,
     9/1/05.........................              390,000         341,250
   Den Norske Credit, 6.125%,
     11/29/49 (a)...................              800,000         631,480
   Eletson Holdings Inc., 9.25%,
     11/15/03.......................              700,000         693,000
   Export-Import Bank of Japan,
     8.00%, 6/4/00..................              444,125         448,886
   Flagstar Corp., 10.75%,
     9/15/01........................              800,000         732,000
   Forenings Banken 144A, 7.234%,
     11/29/49 (a)...................              750,000         745,500
   Fort Howard Corp., 8.25%,
     2/1/02.........................              785,000         765,375
   Fundy Cable Ltd., 11.00%,
     11/15/05.......................              535,000         556,400
   Hong Kong & Shanghai Bank, 6.25%,
     8/29/49 (a)....................            1,200,000         958,200
   Lennar Central Partners Ltd.
     Participating Class D 144A,
     9.89%, 9/15/04.................              370,000         370,000
   Mothers Work Inc. 144A, 12.625%,
     8/1/05.........................              739,000         727,915
<CAPTION>
                                                PRINCIPAL
DESCRIPTION                                        AMOUNT           VALUE
- -------------------------------------------------------------------------
<S>                                   <C>  <C>                <C>
   Noble Drilling Corp., 9.25%,
     10/1/03........................       $      820,000     $   861,000
   NorthWest Airlines Inc., 8.625%,
     8/1/96.........................              420,000         421,050
   Paxson Communications Corp. 144A,
     11.625%, 10/1/02...............              425,000         432,969
   Pueblo Xtra International, 9.50%,
     8/1/03.........................               96,000          91,680
   Reliance Industries, Ltd. 144A,
     8.125%, 9/27/05................            1,500,000       1,507,500
   Rowan Companies, Inc., 11.875%,
     12/1/01........................              820,000         889,700
   Silgan Corp., 11.75%, 6/15/02....              767,000         822,607
   Sparbankernas Bank, 7.719%,
     10/20/49 (a)...................              900,000         914,985
   Walbro Corp. 144A, 9.875%,
     7/15/05........................              850,000         847,875
   Williamhouse Regency Delaware
     Inc. 144A, 13.00%,
     11/15/05.......................              575,000         603,750
FEDERAL AGENCIES
   Federal Home Loan Mortgage Corp.,
     6.946%, 2/1/24 (a).............            1,646,326       1,681,825
   Federal Home Loan Mortgage Corp.,
     8.00%, 5/1/25..................            2,116,850       2,193,585
   Federal National Mortgage
     Association, 7.503%, 11/1/27
     (a)............................            1,635,385       1,667,582
   Government National Mortgage
     Association, 6.00%, 10/20/25
     (a)............................            1,756,821       1,774,389
   Government National Mortgage
     Association, 6.00%, 11/20/25
     (a)............................            2,176,013       2,198,453
FOREIGN GOVERNMENT OBLIGATIONS
   Argentina Bono 1998 Boax 0,
     8.992%, 4/4/98 (b).............              350,000         346,150
   Argentina Bote X, 5.688%, 4/1/00
     (b)............................              600,000         358,800
   Argentina Pensioner Bocon, 0.00%,
     4/1/01 (c).....................              200,000         194,750
   Banco Central de Costa Rica
     Series A, 6.727%,
     5/21/05 (a)....................              240,032         196,827
   Federal Republic of Brazil,
     6.6875%, 1/1/01 (a)............              855,000         734,231
   Government of Poland, 6.875%,
     10/27/24 (a)...................            2,200,000       1,661,000
   Kingdom of Jordan, 4.00%,
     12/23/23.......................            1,750,000         848,750
   Republic of Brazil Federative,
     6.8125%, 4/15/06 (a)...........            1,900,000       1,301,500
   Republic of South Africa, 9.625%,
     12/15/99.......................              750,000         811,875
MUNICIPAL BOND
   Allegheny County Pennsylvania
     Hospital Development, 5.375%,
     12/1/25........................              810,000         796,343
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-44
<PAGE>
 
- -------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- -------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                PRINCIPAL
DESCRIPTION                                        AMOUNT           VALUE
- -------------------------------------------------------------------------
 
LAZARD STRATEGIC YIELD PORTFOLIO (CONTINUED)
<S>                                   <C>  <C>                <C>
U.S. GOVERNMENT OBLIGATIONS
   United States Treasury Notes,
     5.625%, 8/31/97................       $    1,435,000     $ 1,444,198
   United States Treasury Notes,
     6.875%, 10/31/96...............              100,000         101,281
YANKEE BOND
   Bridas Corp., 12.50%, 11/15/99...              800,000         794,000
COLLATERALIZED MORTGAGE OBLIGATIONS
   Asset Securitization Corp. Series
     1995-MD4, Class ACS2, 2.433%,
     8/13/29 (a)....................            3,880,000         759,631
   Federal Home Loan Mortgage PC
     Guaranteed, Series 1490, Class
     E, 6.50%, 4/15/08..............            3,575,000         750,750
   Federal Home Loan Mortgage PC
     Guaranteed, Series 1694, Class
     V, 6.50%, 12/15/21.............            4,750,000         699,141
   Federal Home Loan Mortgage PC,
     Series 1587, Class HA, 6.50%,
     10/15/08.......................            5,518,488         735,511
                                                              -----------
   TOTAL UNITED STATES DOLLAR.......                           42,909,714
                                                              -----------
TOTAL CURRENCY DENOMINATED BONDS*
 (Identified cost $68,865,827)......                           70,078,688
                                                              -----------
STRUCTURED NOTES--4.5%
   ING Polish Note, 0.00%, 2/21/96..              335,665         324,756
   J P Morgan Polish Note, 0.00%,
     1/24/96........................              724,280         701,031
   Morgan Stanley Group Inc.,
     14.25%, 6/26/96 (a)............              500,000         419,500
   YPF Sociedad Anonima, 7.50%,
     10/26/02.......................              736,325         743,688
   United Mexican States 144A,
     0.00%, 11/27/96 (d)............            1,300,000       1,322,750
                                                              -----------
TOTAL STRUCTURED NOTES
 (Identified cost $3,517,303).......                            3,511,725
                                                              -----------
SHORT TERM INVESTMENT--4.5%
REPURCHASE AGREEMENT--4.5%
 (Identified cost $3,520,000)
   State Street Bank and Trust Co.,
     5.70%, 1/2/96 (collateralized
     by U.S. Treasury Bills, due
     12/12/96; total par value
     $3,770,000; valued at
     $3,591,279)....................            3,520,000       3,520,000
                                                              -----------
TOTAL INVESTMENTS
 (Identified cost $75,903,130)
   (e)..............................                 98.3%     77,110,413
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES........................                  1.7       1,363,511
                                                     ----       ---------
NET ASSETS..........................                100.0%    $78,473,924
                                                    =====      ==========

</TABLE>
 
(a) Variable rate security. Interest shown is the current rate.
(b) Coupon set quarterly to 3 month LIBOR. Current rate shown.
(c) Zero coupon until 5/1/97, then coupon set monthly to 30 day LIBOR.
(d) Value set monthly based on CETES/LIBOR rates.
(e) The aggregate cost for federal income tax purposes is $76,140,116; aggregate
    gross unrealized appreciation is $1,517,650 and the aggregate gross
    unrealized depreciation is $547,353, resulting in net unrealized
    appreciation of $970,297.
 
 * Percentages of holdings are presented in the portfolio by currency
   denomination.
 
   Percentages by country are as follows:
 
   Argentina 3.3%, Australia 2.9%, Brazil 3.8%, Canada 4.9%, Costa Rica 0.3%,
   Czech Republic 3.9%, Denmark 3.6%, Germany 1.0%, Greece 0.6%, Hong Kong 1.2%,
   Hungary 0.6%, Indonesia 1.1%, Ireland 3.0%, Italy 2.0%, Japan 0.6%, Jordan
   1.1%, Mexico 1.9%, New Zealand 0.9%, Norway 5.1%, Philippines 1.0%, Poland
   3.4%, Portugal 0.6%, South Africa 1.7%, Spain 1.6%, Sweden 2.1%, Thailand
   1.6%, United Kingdom 0.8%, United States 39.2%.
 
   Percentages by industry are as follows:
 
   Auto Parts 3.2%, Banking 6.6%, Broadcasting 1.1%, Building & Building
   Materials 1.0%, Cable Systems 1.1%, Chemicals & Chemical Manufacturing 3.0%,
   Electronics 1.4%, Food & Beverages 0.3%, Holdings Company 0.9%, Oil & Gas
   Equipment 2.2%, Packaging 1.0%, Paper Manufacturing & Products 2.7%,
   Restaurants 0.9%, Retail 1.0%, Shipbuilding 0.9%, Telecommunications 0.7%,
   Transportation & Freight Services 0.5%, Utilities 2.0%, Collateralized
   Mortgage Obligation 3.8%, U.S. Government Obligations 16.9%, Foreign
   Government Obligations 37.8%, Municipal Bonds 1.0%, Structured Notes 2.8%,
   Yankee Bonds 1.0%.
 
Forward Foreign Currency Contracts open at December 31, 1995:
 
<TABLE>
<CAPTION>
                                                               Unrealized
     Contracts              In Exchange         Delivery      Appreciation
    to Deliver                  For               Date       (Depreciation)
- -------------------     -------------------     --------     --------------
<S>                     <C>                     <C>          <C>
$       2,319,053       JPY   222,420,361         9/3/96        $(92,983)
JPY   222,420,361              $2,364,916         9/3/96         138,846
$         755,892        THB   19,033,360         4/5/96            (300)
AUD     2,897,236              $2,155,000        3/12/96           9,100
CAD     4,790,223              $3,523,000        3/12/96          15,455
$         282,658         DEM     403,700        3/12/96            (203)
DEM     6,008,452              $4,199,968        3/12/96          (3,940)
$       1,113,480        DKK    6,153,537        3/12/96          (3,257)
DKK    21,775,923              $3,919,000        3/12/96          (9,819)
ESP   147,262,500              $1,190,000        3/12/96         (15,194)
GBP       447,225                $685,000        3/12/96          (8,321)
IEP     1,455,175              $2,313,000        3/12/96         (17,341)
ITL 2,461,074,000              $1,522,000        3/12/96         (13,064)
$          95,000        JPY    9,567,450        3/12/96          (1,369)
JPY    32,520,300                $325,000        3/12/96           6,743
NOK    10,417,722              $1,649,000        3/12/96           2,922
$          56,983        XEU       44,624        3/12/96             144
XEU       669,831                $860,792        3/12/96           3,285
$       1,552,698       ITL 2,487,266,171        1/19/96          13,468
$         247,918        ZAR      911,967         1/4/96           2,244
DKK     6,152,360              $1,110,194         1/2/96           2,159
                                                                --------
                                                                $ 28,575
                                                                ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-45
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                NUMBER
                DESCRIPTION                   OF SHARES           VALUE
- ---------------------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD SMALL CAP PORTFOLIO
COMMON STOCKS--91.4%
AUTO PARTS--5.3%
   A.O. Smith Class B......................       300,000     $   6,225,000
   Carlisle Companies, Inc. ...............       133,000         5,369,875
   Durakon Industries, Inc. (a)............       430,000         5,375,000
   Lear Seating Corp. (a)..................       224,800         6,519,200
   Masland Corp. ..........................       528,000         7,392,000
   Standard Motor Products, Inc. Class A...       215,000         3,225,000
                                                              -------------
                                                                 34,106,075
                                                              -------------
BANKS--4.7%
   Albank Financial Corp. .................       169,000         5,070,000
   Baybanks, Inc. .........................        59,600         5,855,700
   Cullen Frost Bankers, Inc. .............       136,000         6,800,000
   Hibernia Corp. Class A..................       580,000         6,235,000
   Signet Banking Corp. ...................       274,600         6,521,750
                                                              -------------
                                                                 30,482,450
                                                              -------------
BROADCASTING--2.2%
   Cablevision Systems Corp. Class A (a)...        84,600         4,589,550
   Evergreen Media Corp. Class A (a).......       100,000         3,200,000
   Katz Media Group, Inc. (a)..............       348,200         6,137,025
                                                              -------------
                                                                 13,926,575
                                                              -------------
BUILDING & CONSTRUCTION--1.7%
   Centex Construction Products, Inc.
     (a)...................................       288,400         4,145,750
   Redman Industries, Inc. (New) (a).......       200,000         6,750,000
                                                              -------------
                                                                 10,895,750
                                                              -------------
CHEMICALS & PLASTICS--3.6%
   Crompton & Knowles Corp. ...............       563,700         7,469,025
   Fuller H B Co. .........................       237,400         8,249,650
   Mississippi Chemical Corp. .............       319,000         7,416,750
                                                              -------------
                                                                 23,135,425
                                                              -------------
COMMUNICATIONS--3.0%
   Associated Group, Inc. Class A (a)......        56,650         1,069,269
   Associated Group, Inc. Class B (a)......       256,650         4,876,350
   Cellular Communications of Puerto Rico,
     Inc. (a)..............................       230,058         6,384,109
   International CableTel, Inc. (a)........       296,000         7,252,000
                                                              -------------
                                                                 19,581,728
                                                              -------------
COMPUTERS & BUSINESS EQUIPMENT--1.7%
   Wang Labs, Inc. (a).....................       643,100        10,691,538
                                                              -------------
COMPUTER SOFTWARE--0.9%
   Ameridata Technologies, Inc. (a)........       610,000         5,871,250
                                                              -------------
COSMETICS & TOILETRIES--2.9%
   Alberto Culver Co. Class A..............       276,900         8,445,450
   Maybelline, Inc. .......................       291,800        10,577,750
                                                              -------------
                                                                 19,023,200
                                                              -------------
DRUGS & HEALTH CARE--1.7%
   FHP International Corp. (a).............       132,500         3,776,250
   Perrigo Co. (a).........................       618,000         7,338,750
                                                              -------------
                                                                 11,115,000
                                                              -------------
ELECTRICAL EQUIPMENT--2.4%
   Belden, Inc. ...........................       252,900         6,512,175
   UCAR International, Inc. (a)............       275,000         9,281,250
                                                              -------------
                                                                 15,793,425
                                                              -------------
 
<CAPTION>
                                                NUMBER
                DESCRIPTION                   OF SHARES           VALUE
- ---------------------------------------------------------------------------
<S>                                          <C>              <C>
ELECTRONICS--4.1%
   Amphenol Corp. Class A (a)..............       416,800     $  10,107,400
   Lexmark International Group, Inc. Class
     A (a).................................       413,600         7,548,200
   Oak Industries, Inc. (a)................       455,900         8,548,125
                                                              -------------
                                                                 26,203,725
                                                              -------------
ENERGY--0.2%
   California Energy Company, Inc. (a).....        81,700         1,593,150
                                                              -------------
FINANCIAL SERVICES--1.2%
   Rollins Truck Leasing Corp. ............       685,800         7,629,525
                                                              -------------
HOUSEHOLD APPLIANCES & HOME
 FURNISHINGS--3.9%
   Ethan Allen Interiors, Inc. (a).........       298,000         6,071,750
   Heilig Meyers Co. ......................       277,900         5,106,413
   Miller (Herman), Inc. ..................       276,700         8,301,000
   Sunbeam Corp. Delaware (New)............       364,100         5,552,525
                                                              -------------
                                                                 25,031,688
                                                              -------------
INDUSTRIAL & MACHINERY--2.3%
   Mark IV Industries, Inc. ...............       431,729         8,526,648
   Trinova Corp. ..........................       211,400         6,051,325
                                                              -------------
                                                                 14,577,973
                                                              -------------
INSURANCE--6.4%
   Alexander & Alexander Services, Inc. ...       167,900         3,190,100
   American Bankers Insurance Group,
     Inc. .................................       208,600         8,135,400
   Gryphon Holdings, Inc. (a)..............       150,000         2,887,500
   NAC Re Corp. ...........................       240,000         8,640,000
   Prudential Reinsurance Holdings,
     Inc. .................................       310,900         7,267,287
   Reliance Group Holdings, Inc. ..........       276,100         2,381,363
   Western National Corp. .................       550,000         8,868,750
                                                              -------------
                                                                 41,370,400
                                                              -------------
LEISURE TIME--2.1%
   Players International, Inc. (a).........       570,000         6,091,875
   Polaris Industries, Inc. ...............       260,000         7,637,500
                                                              -------------
                                                                 13,729,375
                                                              -------------
MACHINERY--4.5%
   Briggs & Stratton Corp. ................       289,300        12,548,387
   Manitowoc, Inc. ........................       313,000         9,585,625
   Measurex Corp. .........................       248,700         7,025,775
                                                              -------------
                                                                 29,159,787
                                                              -------------
MANUFACTURING--4.0%
   Alltrista Corp. (a).....................       311,400         5,605,200
   Crane Co. ..............................       271,400        10,007,875
   Pentair, Inc. ..........................       139,500         6,940,125
   Varlen Corp. ...........................       157,700         3,390,550
                                                              -------------
                                                                 25,943,750
                                                              -------------
MEDICAL SUPPLIES--1.5%
   Dentsply International, Inc. ...........       240,000         9,600,000
                                                              -------------
OIL & GAS--3.4%
   Diamond Shamrock, Inc. .................       200,000         5,175,000
   Helmerich & Payne, Inc. ................       306,500         9,118,375
   Vintage Petroleum, Inc. ................       332,000         7,470,000
                                                              -------------
                                                                 21,763,375
                                                              -------------
PAPER PRODUCTS--0.9%
   Bowater, Inc. ..........................       155,000         5,502,500
                                                              -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-46
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                NUMBER
                DESCRIPTION                   OF SHARES           VALUE
- ---------------------------------------------------------------------------
<S>                                          <C>              <C>
LAZARD SMALL CAP PORTFOLIO (CONTINUED)
PUBLISHING--2.4%
   Banta Corp. ............................       211,100     $   9,288,400
   Houghton Mifflin Co. ...................       144,000         6,192,000
                                                              -------------
                                                                 15,480,400
                                                              -------------
REAL ESTATE--4.8%
   Avalon Properties, Inc. ................       238,600         5,129,900
   Bay Apartment Communities, Inc. ........       175,000         4,243,750
   Crescent Real Estate Equities, Inc. ....       193,900         6,616,837
   FelCor Suite Hotels, Inc. ..............       330,000         9,157,500
   Liberty Property Trust..................       271,500         5,633,625
                                                              -------------
                                                                 30,781,612
                                                              -------------
RESTAURANTS, LODGING & ENTERTAINMENT--2.2%
   IHOP Corp. (New) (a)....................       297,500         7,735,000
   Sbarro, Inc. ...........................       301,300         6,477,950
                                                              -------------
                                                                 14,212,950
                                                              -------------
RETAIL--8.4%
   Alexander's, Inc. (a)...................        80,000         5,560,000
   Carson Pirie Scott & Co. (a)............       431,200         8,570,100
   Fred Meyer, Inc. (a)....................       119,300         2,684,250
   Good Guys, Inc. (a).....................       175,800         1,582,200
   Home Shopping Network, Inc. (a).........       648,900         5,840,100
   Intelligent Electronics, Inc. ..........       855,600         5,133,600
   Jones Apparel Group, Inc. (a)...........       232,600         9,158,625
   Revco D.S., Inc. (a)....................       217,062         6,132,001
   Sothebys Holdings, Inc. ................       693,200         9,878,100
                                                              -------------
                                                                 54,538,976
                                                              -------------
SERVICES--3.0%
   Gtech Holdings Corp. (a)................       321,700         8,364,200
   The Pittston Services Group.............       356,400        11,182,050
                                                              -------------
                                                                 19,546,250
                                                              -------------
STEEL--2.0%
   Huntco, Inc. Class A....................       301,300         4,632,488
   Lukens, Inc. ...........................       298,800         8,590,500
                                                              -------------
                                                                 13,222,988
                                                              -------------
TECHNOLOGY--0.0%
   Verbex Voice Systems, Inc. (a),(b)......       180,501           180,501
                                                              -------------
TELECOMMUNICATION--0.5%
   CAI Wireless Systems, Inc. (a)..........       330,000         3,176,250
                                                              -------------
TELECOMMUNICATION EQUIPMENT--1.3%
   Scientific Atlanta, Inc. ...............       575,000         8,625,000
                                                              -------------
TEXTILES, SHOES & APPAREL--2.2%
   Authentic Fitness Corp. ................       275,000         5,706,250
   Warnaco Group, Inc. Class A.............       265,000         6,625,000
   Westpoint Stevens, Inc. Class A (a).....        90,300         1,811,644
                                                              -------------
                                                                 14,142,894
                                                              -------------
TOTAL COMMON STOCKS
 (Identified cost $511,858,156)............                     590,635,485
                                                              -------------
 
<CAPTION>
                                                NUMBER
                DESCRIPTION                   OF SHARES           VALUE
- ---------------------------------------------------------------------------
<S>                                          <C>              <C>
PREFERRED STOCKS--0.1%
 (Identified cost $1,500,000)
TECHNOLOGY--0.1%
   Verbex Voice Systems, Inc. Series F
     (conv.) (a),(b).......................       687,285     $     500,343
                                                              -------------
<CAPTION>
                                              PRINCIPAL
                                                AMOUNT
                                             ------------
<S>                                          <C>              <C>
CONVERTIBLE BONDS--0.3%
COMMUNICATIONS--0.2%
   International CableTel, Inc. 144A,
     7.25%, 4/15/05........................  $  1,400,000         1,498,000
                                                              -------------
RESTAURANTS, LODGING & ENTERTAINMENT--0.1%
   Interactive Light Holdings, Inc., 8.00%,
     1/25/99 (b)...........................     1,000,000           500,000
                                                              -------------
TECHNOLOGY--0.0%
   Verbex Voice Systems, Inc., 10.00%,
     12/31/95 (b)..........................       100,000           100,000
                                                              -------------
TOTAL CONVERTIBLE BONDS
 (Identified cost $2,500,000)..............                       2,098,000
                                                              -------------
SHORT TERM INVESTMENT--7.4%
REPURCHASE AGREEMENT--7.4%
 (Identified cost $47,748,000)
   State Street Bank and Trust Co., 5.70%,
     1/2/96 (collateralized by U.S.
     Treasury Notes, 5.75%, due 9/30/97;
     total par value $47,615,000; valued at
     $48,704,574)..........................    47,748,000        47,748,000
                                                              -------------
TOTAL INVESTMENTS
 (Identified cost $563,606,156) (c)........          99.2%      640,981,828
CASH AND OTHER ASSETS IN EXCESS OF
 LIABILITIES...............................           0.8         5,389,176
                                                     ----        ----------
NET ASSETS.................................         100.0%    $ 646,371,004
                                                    =====     =============
</TABLE>
 
(a) Non-income producing security.
(b) Private placement (see note 6).
(c) The aggregate cost for federal income tax purposes is $563,606,156;
    aggregate gross unrealized appreciation is $96,906,783 and the aggregate
    gross unrealized depreciation is $19,531,111, resulting in net unrealized
    appreciation of $77,375,672.
 
- --------------------------------------------------------------------------------
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-47
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 NUMBER
                DESCRIPTION                     OF SHARES          VALUE
- ----------------------------------------------------------------------------
<S>                                            <C>             <C>
LAZARD INTERNATIONAL SMALL CAP
 PORTFOLIO
COMMON STOCKS--87.9%
ARGENTINA--2.0%
   Capex SA 144A (c).......................        158,200     $   2,293,900
                                                               -------------
AUSTRALIA--1.2%
   Bibury Ltd. (a),(d).....................        472,100                 0
   Pacific Mutual Ltd. ....................        991,200         1,436,628
                                                               -------------
   TOTAL AUSTRALIA.........................                        1,436,628
                                                               -------------
AUSTRIA--1.3%
   Vae Eisenbahnsyst.......................         17,400         1,467,480
                                                               -------------
BRAZIL--1.7%
   Capco Automotive Products Corp. ........        275,200         1,960,800
                                                               -------------
DENMARK--2.4%
   Spar Nord Holding.......................         39,100         1,323,872
   Sparekassen Bikube......................         45,200         1,497,848
                                                               -------------
   TOTAL DENMARK...........................                        2,821,720
                                                               -------------
FINLAND--2.6%
   Finnair.................................        296,700         2,217,030
   Sampo Insurance Company Ltd. ...........         14,500           776,774
                                                               -------------
   TOTAL FINLAND...........................                        2,993,804
                                                               -------------
FRANCE--3.9%
   Club Mediterranee.......................          4,622           369,043
   Imetal..................................         17,600         2,102,512
   Unibail SA..............................         19,400         2,004,574
                                                               -------------
   TOTAL FRANCE............................                        4,476,129
                                                               -------------
GERMANY--9.0%
   Cewe Color Holding AG...................          6,100         2,019,868
   Doerries Scharmann AG...................         76,994           279,100
   Hornbach Holding AG.....................         30,300         2,640,293
   Moebel Walther AG.......................        101,770         3,369,867
   WMF Wuerttembergische Metallwarenfabrik
     AG....................................          9,600         2,074,590
                                                               -------------
   TOTAL GERMANY...........................                       10,383,718
                                                               -------------
HONG KONG--3.5%
   Manhattan Card Co. .....................      4,026,000         1,718,177
   Peregrine Investment....................      1,800,000         2,327,837
                                                               -------------
   TOTAL HONG KONG.........................                        4,046,014
                                                               -------------
IRELAND--3.4%
   Fitzwilton PLC..........................      2,861,700         2,199,193
   Unidare PLC.............................        378,200         1,695,421
                                                               -------------
   TOTAL IRELAND...........................                        3,894,614
                                                               -------------
ISRAEL--2.1%
   ECI Telecom Ltd. .......................        105,400         2,404,437
                                                               -------------
ITALY--2.7%
   Arnoldo Mondadori Editore...............        350,800         3,039,438
   Unipol..................................         21,000           134,546
                                                               -------------
   TOTAL ITALY.............................                        3,173,984
                                                               -------------
JAPAN--7.2%
   Cowboy Company Ltd. ....................        149,000         2,525,424
   FCC Company Ltd. .......................         80,000         2,820,339
   Towa Pharmaceutical Company Ltd. .......         80,000         2,944,310
                                                               -------------
   TOTAL JAPAN.............................                        8,290,073
                                                               -------------
 
<CAPTION>
                                                 NUMBER
                DESCRIPTION                     OF SHARES          VALUE
- ----------------------------------------------------------------------------
<S>                                            <C>             <C>
NEW ZEALAND--4.8%
   Fisher & Paykel.........................        719,416     $   2,187,032
   Warehouse Group.........................        437,100         1,160,189
   Wrightson Ltd. .........................      2,925,200         2,218,379
                                                               -------------
   TOTAL NEW ZEALAND.......................                        5,565,600
                                                               -------------
NORWAY--5.0%
   Aker AS Class B.........................        186,800         2,270,820
   Fokus Bank (a)..........................        649,000         3,504,176
                                                               -------------
   TOTAL NORWAY............................                        5,774,996
                                                               -------------
PAKISTAN--0.0%
   Lever Brothers..........................            540            11,126
   Packages................................            750             2,214
                                                               -------------
   TOTAL PAKISTAN..........................                           13,340
                                                               -------------
PHILIPPINES--1.9%
   Philippine Commercial International
     Bank (a)..............................        243,000         2,241,937
                                                               -------------
PORTUGAL--2.0%
   Corticeira Amorim SA....................        197,100         2,271,572
                                                               -------------
SPAIN--5.1%
   Corporation Financiera Reunida SA.......      1,070,400         3,706,249
   Vallehermoso SA.........................        120,000         2,230,833
                                                               -------------
   TOTAL SPAIN.............................                        5,937,082
                                                               -------------
SWEDEN--6.0%
   Getinge Industrier AB...................         44,466         2,025,839
   IRO AB (a)..............................        204,100         2,305,451
   TV 4 AB Series A........................        149,200         2,584,153
                                                               -------------
   TOTAL SWEDEN............................                        6,915,443
                                                               -------------
SWITZERLAND--6.9%
   Bil GT Gruppe AG........................          5,000         2,947,551
   Logitech International PLC..............         25,100         2,589,423
   Swisslog Holding AG.....................          8,690         2,410,750
                                                               -------------
   TOTAL SWITZERLAND.......................                        7,947,724
                                                               -------------
TAIWAN--1.6%
   Yageo Corp. (a), (c)....................        213,100         1,917,900
                                                               -------------
UNITED KINGDOM--11.6%
   Amec PLC................................         35,247            51,455
   Bell Cablemedia PLC (a),(b).............         75,400         1,206,400
   Greycoat PLC............................        832,175         1,796,433
   London Clubs International PLC..........        342,800         2,246,647
   McBride PLC (a).........................        660,000         1,978,258
   Scholl PLC..............................      1,028,400         3,066,513
   Takare PLC..............................      1,087,400         3,039,789
                                                               -------------
   TOTAL UNITED KINGDOM....................                       13,385,495
                                                               -------------
TOTAL COMMON STOCKS
 (Identified cost $103,585,858)............                      101,614,390
                                                               -------------
PREFERRED STOCKS--4.7%
AUSTRIA--1.3%
   Bau Holdings AG.........................         39,900         1,500,432
                                                               -------------
GERMANY--1.7%
   Sander (Jil) AG.........................          2,700         1,976,298
                                                               -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-48
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 NUMBER
                DESCRIPTION                     OF SHARES          VALUE
- ----------------------------------------------------------------------------
<S>                                            <C>             <C>
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO (CONTINUED)
UNITED KINGDOM--1.7%
   Signet Group PLC (a),(b)................             38     $   1,900,000
                                                               -------------
TOTAL PREFERRED STOCKS
 (Identified cost $5,664,250)..............                        5,376,730
                                                               -------------
 
<CAPTION>
                                                PRINCIPAL
                                                 AMOUNT
                                               -----------
<S>                                            <C>             <C>
CONVERTIBLE BONDS--3.0%
PHILIPPINES--1.4%
   Bacnotan Consolidated Industries,
     5.50%, 6/21/04........................    $ 2,000,000         1,700,000
                                                               -------------
UNITED STATES--1.6%
   International CableTel Inc. 144A,
     7.25%, 4/15/05........................      1,700,000         1,819,000
                                                               -------------
TOTAL CONVERTIBLE BONDS
 (Identified cost $3,700,000)..............                        3,519,000
                                                               -------------
SHORT TERM INVESTMENT--6.7%
REPURCHASE AGREEMENT--6.7%
 (Identified cost $7,711,000)
   State Street Bank and Trust Co., 5.70%,
     1/2/96 (collateralized by U.S.
     Treasury Bills, due 12/12/96; total
     par value $8,260,000; valued at
     $7,868,426)...........................      7,711,000         7,711,000
                                                               -------------
TOTAL INVESTMENTS
 (Identified cost $120,661,108) (e)........          102.3%      118,221,120
LIABILITIES IN EXCESS OF CASH AND
 OTHER ASSETS..............................           (2.3)       (2,686,681)
                                                      ----        ----------
NET ASSETS.................................          100.0%    $ 115,534,439
                                                     =====     ============= 
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) Global Depository Receipts.
(d) Company currently in bankruptcy.
(e) The aggregate cost for federal income tax purposes is $120,735,712;
    aggregate gross unrealized appreciation is $6,708,912 and the aggregate
    gross unrealized depreciation is $9,223,504, resulting in net unrealized
    depreciation of $2,514,592.
 * Percentages of common stocks, preferred stocks, and convertible bonds are
   presented in the portfolio by currency denomination.
 
   Percentages by industry are as follows:
   Agriculture 1.9%, Automotive 1.7%, Auto Parts 2.4%, Broadcasting 2.2%,
   Computers 2.2%, Construction Materials 5.3%, Cosmetics & Toiletries 4.4%,
   Electrical Equipment 1.5%, Electronics 1.9%, Engineering & Construction 1.3%,
   Entertainment 1.9%, Financial Services 14.8%, Food & Beverages 2.2%, Health
   Care 2.6%, Household Products 1.8%, Industrial & Machinery 2.3%, Insurance
   0.8%, Leisure Time 1.8%, Lodging 0.3%, Manufacturing 3.3%, Miscellaneous
   5.1%, Mortgage Backed Securities 5.7%, Paper Products 2.0%, Pharmaceuticals
   2.6%, Publishing 2.6%, Real Estate 5.2%, Retailing 2.6%, Retail Trade 2.9%,
   Telecommunication 1.6%, Telecommunication Equipment 2.1%, Telephone 1.0%,
   Textiles, Shoes, and Apparel 1.7%, Transportation & Freight Services 1.9%,
   Venture Capital 2.0%.
Forward Foreign Currency Contracts open at December 31, 1995:
 
<TABLE>
<CAPTION>
                                                        Unrealized
   Contracts           In Exchange       Delivery      Appreciation
   to Deliver              For             Date       (Depreciation)
- ----------------     ---------------     --------     --------------
<S>                  <C>                 <C>          <C>
BEL 93,045,843          $3,141,000        3/13/96        $(32,706)
DEM  7,821,860          $5,436,000        3/13/96         (36,959)
SEK 63,425,392          $9,599,000        3/13/96         101,636
 $   1,094,460       GBP   702,929         1/4/96          (2,786)
 $     117,722       NZD   180,278         1/4/96             138
 $     142,407       NZD   218,583         1/3/96             495
 $     264,919       SEK 1,754,164         1/3/96            (728)
 $     758,901       FIM 3,282,247         1/2/96          (4,257)
                                                         --------
                                                         $ 24,833
                                                         ========
</TABLE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 NUMBER
                                                OF SHARES
                                               -----------
<S>                                            <C>             <C>
LAZARD SPECIAL EQUITY PORTFOLIO
COMMON STOCKS--89.5%
AEROSPACE & DEFENSE--1.2%
   Tech-Sym Corp. (a)........................       17,500     $    557,812
                                                               ------------
AUTO & TRUCK--1.0%
   Oshkosh Truck Corp. Class B...............       18,000          270,000
   Republic Automotive Parts, Inc. (a).......       15,000          191,250
                                                               ------------
                                                                    461,250
                                                               ------------
BUILDING & HOUSING--5.0%
   Puerto Rican Cement Co., Inc. ............       65,000        2,153,125
   Simpson Manufacturing Co. (a).............       15,000          195,000
                                                               ------------
                                                                  2,348,125
                                                               ------------
BUSINESS SERVICES & SUPPLIES--2.6%
   Ennis Business Forms......................      100,000        1,225,000
                                                               ------------
CHEMICALS & PLASTICS--6.2%
   Aceto Corp. ..............................       77,000        1,174,250
   MacDermid, Inc. ..........................       30,000        1,755,000
                                                               ------------
                                                                  2,929,250
                                                               ------------
 
<CAPTION>
                                                 NUMBER
                 DESCRIPTION                    OF SHARES         VALUE
- ---------------------------------------------------------------------------
<S>                                            <C>             <C>
FOOD & BEVERAGE--4.2%
   Farmer Brothers Co. ......................       15,000     $  1,980,000
                                                               ------------
HOUSEHOLD APPLIANCES & HOME
 FURNISHINGS--14.2%
   Allen Organ Co. Class B...................       60,000        2,445,000
   Boston Acoustics, Inc. ...................       40,000          920,000
   Chromcraft Revington, Inc. (a)............        9,000          239,625
   Mikasa, Inc. (a)..........................       22,000          297,000
   National Presto Industries, Inc. .........       47,100        1,872,225
   Virco Manufacturing Co. ..................       99,000          903,375
                                                               ------------
                                                                  6,677,225
                                                               ------------
INDUSTRIAL & MACHINERY--9.7%
   Amtrol, Inc. .............................       25,000          381,250
   Paul Mueller Co. .........................       15,000          476,250
   Penn Engineering & Manufacturing Corp. ...       20,000        1,940,000
   Robbins & Myers, Inc. ....................       40,000        1,140,000
   Tecumseh Products Co. Class A.............       12,000          621,000
                                                               ------------
                                                                  4,558,500
                                                               ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-49
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                NUMBER OF
                 DESCRIPTION                     SHARES           VALUE
- ----------------------------------------------------------------------------
<S>                                            <C>             <C>
 
<CAPTION>
LAZARD SPECIAL EQUITY PORTFOLIO (CONTINUED)
<S>                                            <C>             <C>
MISCELLANEOUS--6.8%
   Brenco, Inc. .............................       15,300     $    156,825
   Matthews International Corp. .............        8,500          159,375
   Mine Safety Appliances Co. ...............          800           38,200
   NCH Corp. ................................       16,400          947,100
   Tranzonic Companies Class A...............       80,000        1,100,000
   Tranzonic Companies Class B...............       40,000          555,000
   Versa Technologies, Inc. .................       16,400          250,100
                                                               ------------
                                                                  3,206,600
                                                               ------------
MULTI-INDUSTRY--4.2%
   American Filtrona Corp. ..................       15,000          502,500
   Core Industries, Inc. ....................       12,300          158,363
   Kysor Industrial Corp. Delaware...........        6,200          150,350
   Latshaw Enterprises, Inc. (a),(b).........       38,400          259,200
   RPC Energy Services, Inc. (a).............       18,500          168,812
   Wynns International, Inc. ................       24,400          722,850
                                                               ------------
                                                                  1,962,075
                                                               ------------
RESTAURANTS, LODGING & ENTERTAINMENT--2.7%
   Bowl America, Inc. Class A................       80,000          610,000
   International Dairy Queen, Inc.
     Class A (a).............................       30,000          682,500
                                                               ------------
                                                                  1,292,500
                                                               ------------
RETAIL--11.0%
   Arden Group, Inc. Class A (a).............       25,000        1,425,000
   Blair Corp. ..............................       58,000        1,834,250
   Dress Barn, Inc. (a)......................      100,000          962,500
   Haverty Furniture Company, Inc. ..........       11,800          160,775
   Value City Department Stores, Inc. (a)....      115,000          776,250
                                                               ------------
                                                                  5,158,775
                                                               ------------
SERVICES--11.6%
   AFA Protective Systems, Inc. (b)..........       15,100        1,661,000
   Grey Advertising, Inc. ...................        4,000          784,000
   Hilb, Rogal & Hamilton Co. ...............      100,000        1,337,500
<CAPTION>
                                                 NUMBER
                 DESCRIPTION                    OF SHARES         VALUE
- ---------------------------------------------------------------------------
<S>                                            <C>             <C>
   Isomedix, Inc. (a)........................       28,400     $    408,250
   Value Line, Inc. .........................       35,000        1,286,250
                                                               ------------
                                                                  5,477,000
                                                               ------------
TEXTILES, SHOES & APPAREL--9.1%
   Fab Industries, Inc. .....................       50,000        1,593,750
   Garan, Inc. ..............................       80,000        1,350,000
   Superior Surgical Manufacturing Company,
     Inc. ...................................      100,000          950,000
   Weyco Group, Inc. ........................       10,000          375,000
                                                               ------------
                                                                  4,268,750
                                                               ------------
TOTAL COMMON STOCKS
 (Identified cost $34,483,841)...............                    42,102,862
                                                               ------------
<CAPTION>
                                                PRINCIPAL
                                                 AMOUNT
                                               -----------
<S>                                            <C>             <C>
SHORT TERM INVESTMENT--11.1%
FEDERAL AGENCY--11.1%
 (Identified cost $5,209,190)
   Federal Home Loan Mortgage Corp., 5.60%,
     1/2/96..................................  $ 5,210,000        5,209,190
                                                               ------------
TOTAL INVESTMENTS
 (Identified cost $39,693,031) (c)...........        100.6%    $ 47,312,052
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS......................................         (0.6)        (291,849)
                                                      ----        ---------
NET ASSETS...................................        100.0%    $ 47,020,203
                                                     =====     ============
</TABLE>
 
(a) Non-income producing security.
(b) Affiliated issuer under the Investment Company Act of 1940 in as much as the
    Portfolio owns more than 5% of the voting securities of the Company.
(c) The aggregate cost for federal income tax purposes is $39,693,031; aggregate
    gross unrealized appreciation is $9,365,862 and the aggregate gross
    unrealized depreciation is $1,746,841, resulting in net unrealized
    appreciation of $7,619,021.
 
- --------------------------------------------------------------------------------
<TABLE>
<S>                                            <C>            <C>
LAZARD EMERGING MARKETS PORTFOLIO
COMMON STOCKS--79.9%
ARGENTINA--7.4%
   Capex SA..................................     140,000     $ 1,021,796
   Juan Minetti..............................     144,000         475,105
   Metrogas SA Class B (b)...................      57,000         555,750
   YPF Sociedad Anonima Class D (b)..........      25,000         540,625
                                                              -----------
   TOTAL ARGENTINA...........................                   2,593,276
                                                              -----------
BRAZIL--2.8%
   Capco Automotive Products Corp. (a).......      60,100         428,212
   Makro Atacadista SA (a),(c)...............     100,000         568,500
                                                              -----------
   TOTAL BRAZIL..............................                     996,712
                                                              -----------
CHILE--4.2%
   AFP Provida SA (b)........................      17,000         469,625
   Chilectra SA (b)..........................       8,000         398,000
   Compania De Telefonos Chile (b)...........       7,300         604,987
                                                              -----------
   TOTAL CHILE...............................                   1,472,612
                                                              -----------
 
<CAPTION>
                                                 NUMBER
                                               OF SHARES
                                               ----------
<S>                                            <C>            <C>
CHINA--1.6%
   Ek Chor China Motorcycle Co. .............      47,000     $   546,375
                                                              -----------
COLOMBIA--1.7%
   Banco De Bogota...........................      66,451         318,589
   Banco Industrial Colombiano...............      82,000         290,507
                                                              -----------
   TOTAL COLOMBIA............................                     609,096
                                                              -----------
CZECH REPUBLIC--1.5%
   Komercni Banka AS 144A (a),(c)............      30,000         546,000
                                                              -----------
GREECE--3.0%
   Ergo Bank.................................      10,000         398,372
   Papastratos Cigarette SA..................      10,000         316,336
   Titan Cement Co. SA (a)...................       8,000         335,737
                                                              -----------
   TOTAL GREECE..............................                   1,050,445
                                                              -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-50
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               NUMBER OF
                 DESCRIPTION                     SHARES          VALUE
- -------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO (CONTINUED)
<S>                                            <C>            <C>
HONG KONG--5.2%
   China Hong Kong Photo Products............   1,100,000     $   622,373
   Harbin Power Equipment....................   1,248,000         183,992
   Peregrine Investment......................     360,000         465,568
   Yue Yuen Industrial Holding...............   2,100,000         556,741
                                                              -----------
   TOTAL HONG KONG...........................                   1,828,674
                                                              -----------
HUNGARY--3.0%
   Danubius Hotel............................      51,600         485,296
   Egis Gyogyszergyar........................      25,000         555,332
                                                              -----------
   TOTAL HUNGARY.............................                   1,040,628
                                                              -----------
INDIA--2.9%
   Ashok Leyland Ltd. 144A (a), (c)..........      58,600         600,650
   Hindalco Industries Ltd. 144A (a), (c)....      12,500         426,625
                                                              -----------
   TOTAL INDIA...............................                   1,027,275
                                                              -----------
INDONESIA--5.9%
   Bank Bali.................................     125,750         247,485
   Bimantara Citra (a).......................     540,000         448,721
   Citra Marga Nusaphala Persada.............     470,000         441,942
   Kawasan Industries Jababeka...............     298,000         482,222
   Trias Sentosa.............................     210,000         468,403
                                                              -----------
   TOTAL INDONESIA...........................                   2,088,773
                                                              -----------
ISRAEL--0.5%
   Blue Square (a)...........................      24,000         161,433
                                                              -----------
KOREA--7.8%
   Chosun Brewery............................       7,610         301,251
   Chosun Brewery Ord. (New) (a).............       2,790         109,676
   Korea Chemical............................       3,760         389,401
   Korea Mobile Telecom......................         836         942,420
   Pohang Iron & Steel (b)...................       9,600         210,000
   Samsung Electronics Ltd. 144A (a), (c)....       6,800         397,800
   Shinhan Bank..............................      17,100         381,964
                                                              -----------
   TOTA KOREA................................                   2,732,512
                                                              -----------
LUXEMBOURG--1.4%
   First NIS Regional Fund (a)...............      88,000         484,000
                                                              -----------
MALAYSIA--2.9%
   Genting Berhad............................      33,000         275,466
   Kian Joo Can Factory Berhad...............     125,000         516,793
   Southern Bank Berhad......................     125,000         238,217
                                                              -----------
   TOTAL MALAYSIA............................                   1,030,476
                                                              -----------
MEXICO--6.7%
   Cemex SA..................................     204,000         671,627
   Fomento Economico Series B................     271,200         609,541
   Grupo Fernandez Editores Series B (a).....   1,070,000         298,185
   Pan American Beverage Class A.............      11,000         352,000
   Telefonos de Mexico SA (b)................      13,000         414,375
                                                              -----------
   TOTAL MEXICO..............................                   2,345,728
                                                              -----------
PAKISTAN--1.9%
   Hub Power Ltd. 144A (a),(c)...............      38,000         655,500
                                                              -----------
PERU--1.3%
   Backus & Johnston.........................     265,358         455,851
                                                              -----------
PHILIPPINES--3.4%
   Alaska Milk Corp. (a).....................   2,300,000         333,206
   Benpress Holdings Corp. 144A (c)..........      64,600         323,000
<CAPTION>
                                                 NUMBER
                 DESCRIPTION                   OF SHARES         VALUE
- -------------------------------------------------------------------------
<S>                                            <C>            <C>
   C & P Homes (a)...........................     300,100     $   220,241
   Philippine Commercial International
     Bank (a)................................      34,400         317,377
                                                              -----------
   TOTAL PHILIPPINES.........................                   1,193,824
                                                              -----------
POLAND--0.7%
   Jelfa (a).................................      22,000         253,417
                                                              -----------
PORTUGAL--3.5%
   Corticeira Amorim SA......................      31,800         366,494
   Investec-Consultoria Internacional SA
     (a).....................................      27,000         541,172
   Portugal Telecom SA (a),(b)...............      18,000         342,000
                                                              -----------
   TOTAL PORTUGAL............................                   1,249,666
                                                              -----------
SOUTH AFRICA--5.0%
   JD Group Ltd. ............................     100,654         662,651
   Kersaf Investments........................      50,000         630,915
   Malbak....................................      69,391         480,623
                                                              -----------
   TOTAL SOUTH AFRICA........................                   1,774,189
                                                              -----------
SRI LANKA--0.3%
   Blue Diamond Jewel........................     408,186         120,832
                                                              -----------
TAIWAN--2.1%
   Siliconware Precision Industries Inc. 144A
     (a),(c).................................      16,700         275,550
   Yageo Corp. (a),(c).......................      52,600         473,400
                                                              -----------
   TOTAL TAIWAN..............................                     748,950
                                                              -----------
VENEZUELA--1.1%
   Venezolana De Ceme........................     309,000         379,492
                                                              -----------
ZIMBABWE--2.1%
   Bindura Nickel............................     250,000         362,171
   Delta Corp. ..............................     225,000         376,658
                                                              -----------
   TOTAL ZIMBABWE............................                     738,829
                                                              -----------
TOTAL COMMON STOCKS
 (Identified cost $28,827,960)...............                  28,124,565
                                                              -----------
PREFERRED STOCKS--6.6%
BRAZIL--4.4%
   Brahma Cia Cervejaria.....................   1,700,000         699,606
   Cemig Cia Energetica de Minas Gerais......  20,000,000         442,387
   Dixie Toga SA (a).........................     467,000         408,385
                                                              -----------
   TOTAL BRAZIL..............................                   1,550,378
                                                              -----------
COLOMBIA--2.2%
   Banco Industrial Colombiano SA (b)........      35,000         573,125
   Gran Cadena De Almacenes Class B 144A (a),
     (b).....................................      18,000         207,000
                                                              -----------
   TOTAL COLOMBIA............................                     780,125
                                                              -----------
TOTAL PREFERRED STOCKS
 (Identified cost $2,368,183)................                   2,330,503
                                                              -----------
WARRANTS--0.0%
 (Identified cost $0)
INDONESIA--0.0%
   Bank Bali (a).............................      29,000          12,683
                                                              -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-51
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
PORTFOLIO OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               PRINCIPAL
                 DESCRIPTION                     AMOUNT          VALUE
- -------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO (CONTINUED)
<S>                                            <C>            <C>
CONVERTIBLE BONDS--3.7%
PHILIPPINES--1.3%
   Bacnotan Consolidated Industries, 5.50%,
     6/21/04.................................  $  550,000     $   467,500
                                                              -----------
TAIWAN--1.0%
   United Micro Electronics, 1.25%, 6/8/04...     285,000         357,675
                                                              -----------
UNITED STATES--1.4%
   International Financial Holdings, Inc.
     144A, 6.50%, 8/1/99.....................     370,000         492,100
                                                              -----------
TOTAL CONVERTIBLE BONDS
 (Identified cost $1,527,925)................                   1,317,275
                                                              -----------
SHORT TERM INVESTMENT--13.8%
REPURCHASE AGREEMENT--13.8%
 (Identified cost $4,852,000)
   State Street Bank and Trust Co., 5.70%,
     1/2/96 (collateralized by U.S. Treasury
     Bills, due 12/12/96; total par value
     $5,200,000; valued at $4,953,489).......   4,852,000       4,852,000
                                                              -----------
TOTAL INVESTMENTS
 (Identified cost $37,576,068) (d)...........       104.0%     36,637,026
LIABILITIES IN EXCESS OF CASH AND OTHER
 ASSETS......................................        (4.0)     (1,420,768)
                                                    -----     -----------
NET ASSETS...................................       100.0%    $35,216,258
                                                    =====     ===========
</TABLE>
 
(a) Non-income producing security.
(b) American Depository Receipts.
(c) Global Depository Receipts.
(d) The aggregate cost for federal income tax purposes is $37,579,111; aggregate
    gross unrealized appreciation is $2,072,339 and the aggregate gross
    unrealized depreciation is $3,014,424, resulting in net unrealized
    depreciation of $942,085.
 
 *  Percentages of common and preferred stocks and convertible bonds are
    presented in the portfolio by currency denomination.
 
    Percentage by industry are as follows:
 
    Apparel & Textiles 1.6%, Auto Parts 1.2%, Banks 3.4%, Brewery 2.0%,
    Chemicals 1.3 %, Chemicals & Plastics 1.1%, Commercial Services 1.3%,
    Communications 8.3%, Construction Materials 7.7%, Consumer Goods 0.4%,
    Domestic Oil 1.6%, Drugs & Health Care 2.3%, Electrical Equipment 0.5%,
    Electronics 2.9%, Financial Services 10.2%, Food & Beverages 6.1%, Forest
    Products 1.1%, Holding Company--Diversified 1.4%, Homebuilders 0.6%,
    International Oil 1.5%, Leisure Time 3.3%, Manufacturing 1.5%, Metals 1.2%,
    Miscellaneous 4.9%, Mortgage Backed Securities 6.2%, Publishing 2.3%,
    Restaurants, Lodging & Entertainment 2.2%, Retailing 2.9%, Steel 0.6%,
    Tobacco 0.9%, Utilities 4.3%, Wholesale Trade 3.4%.
 
Forward Foreign Currency Contracts open at December 31, 1995:
 
<TABLE>
<CAPTION>
                                               Unrealized
 Contracts      In Exchange     Delivery      Appreciation
to Deliver          For           Date       (Depreciation)
- -----------     -----------     --------     --------------
<S>             <C>             <C>          <C>
 $ 141,295      PEN 326,108      1/2/96          $ (183)
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-52
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                   LAZARD              LAZARD
                                                              LAZARD           INTERNATIONAL        INTERNATIONAL
                                                              EQUITY               EQUITY           FIXED-INCOME
                                                             PORTFOLIO           PORTFOLIO           PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>                  <C>
ASSETS
Investments in securities, at value*.....................  $ 157,812,496       $1,232,294,509       $ 43,018,602
Investments in repurchase agreements, at cost and
  value..................................................      5,694,000           70,037,000          3,866,000
Cash.....................................................            438                1,017                262
Net foreign currency contracts (note 2)..................             --                   --             37,754
Receivables for:
  Investments sold.......................................             --            2,923,500          2,218,953
  Dividends and interest.................................        288,199            2,212,207          1,366,951
  Capital stock sold.....................................        374,224           13,482,088            122,511
Deferred organizational expenses (note 2)................             --               11,265             11,696
Other....................................................             --                   --                 --
                                                           -------------       --------------       ------------
Total assets.............................................    164,169,357        1,320,961,586         50,642,729
                                                           -------------       --------------       ------------
LIABILITIES
Payables for:
  Investments purchased..................................             --           19,016,374          4,816,290
  Capital stock repurchased..............................        191,954              993,056             10,826
  Dividends declared.....................................             --               16,445             37,253
Investment management fees payable (note 3)..............        118,750              798,137            101,798
Net foreign currency contracts (note 2)..................             --               53,656                 --
Due to Manager...........................................             --                   --                 --
Accrued directors fees payable...........................          2,778                2,778              2,778
Accrued expenses and other payables......................         68,887              531,693             49,481
                                                           -------------       --------------       ------------
Total liabilities........................................        382,369           21,412,139          5,018,426
                                                           -------------       --------------       ------------
Net assets, at value.....................................    163,786,988        1,299,549,447         45,624,303
                                                           =============       ==============       ============
NET ASSETS
Paid in capital..........................................    131,965,086        1,169,741,962         43,666,321
Undistributed (distributions in excess of) investment
  income--net............................................             --               63,301             24,037
Unrealized appreciation (depreciation) on:
  Investments--net.......................................     25,156,509          126,910,179          1,763,256
  Foreign currency--net..................................             --              (35,747)            13,676
Accumulated realized gain (loss)--net....................      6,665,393            2,869,752            157,013
                                                           -------------       --------------       ------------
NET ASSETS, AT VALUE.....................................  $ 163,786,988       $1,299,549,447       $ 45,624,303
                                                           =============       ==============       ============
Shares of capital stock outstanding**....................      9,405,110          103,988,517          4,204,312
                                                           =============       ==============       ============
NET ASSET VALUE PER SHARE................................  $       17.41       $        12.50       $      10.85
                                                           =============       ==============       ============
</TABLE>
 
 * For identified cost, see accompanying portfolios of investments
** $0.001 par value, 1,000,000,000 shares authorized
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-53
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                        LAZARD                             LAZARD            LAZARD           LAZARD
       LAZARD         STRATEGIC          LAZARD         INTERNATIONAL       SPECIAL          EMERGING
        BOND            YIELD           SMALL CAP         SMALL CAP          EQUITY          MARKETS
     PORTFOLIO        PORTFOLIO         PORTFOLIO         PORTFOLIO        PORTFOLIO        PORTFOLIO
- -------------------------------------------------------------------------------------------------------
<S> <C>              <C>              <C>               <C>               <C>              <C>
    $ 43,580,431     $ 73,590,413     $ 593,233,828     $ 110,510,120     $ 47,312,052     $ 31,785,026
       1,806,000        3,520,000        47,748,000         7,711,000               --        4,852,000
              63              995               728           763,380            9,076            1,149
              --           28,575                --            24,833               --               --
         366,924        2,934,989         7,165,530                --          221,037           40,889
         553,239        1,845,795           749,739           390,583           53,462           54,388
       2,315,034        1,100,000         1,498,625            48,088            5,151        1,136,426
          11,768           10,221            11,301            10,283               --           14,674
              --               --                --                --           23,086               --
    ------------     ------------     -------------     -------------     ------------     ------------
      48,633,459       83,030,988       650,407,751       119,458,287       47,623,864       37,884,552
    ------------     ------------     -------------     -------------     ------------     ------------
       2,253,838        4,305,501         3,117,733         3,704,869          409,404        2,132,621
         140,279           31,271           348,671            36,706               --          397,087
          40,260           64,009                --                --               --               --
          80,148           93,407           402,416            64,707          156,547           69,012
              --               --                --                --               --              183
              --               --                --                --               --           20,680
           2,778            2,778             2,778             2,778            2,778            2,778
          32,753           60,098           165,149           114,788           34,932           45,933
    ------------     ------------     -------------     -------------     ------------     ------------
       2,550,056        4,557,064         4,036,747         3,923,848          603,661        2,668,294
    ------------     ------------     -------------     -------------     ------------     ------------
      46,083,403       78,473,924       646,371,004       115,534,439       47,020,203       35,216,258
    ============     ============     =============     =============     ============     ============
      45,330,824       80,585,414       569,127,212       119,225,351       37,141,252       37,977,655
          40,199           62,968                --           (22,525)              --            3,727
         343,654        1,207,283        77,375,672        (2,439,988)       7,619,021         (939,042)
              --            8,059                --            27,094               --           (1,569)
         368,726       (3,389,800)         (131,880)       (1,255,493)       2,259,930       (1,824,513)
    ------------     ------------     -------------     -------------     ------------     ------------
    $ 46,083,403     $ 78,473,924     $ 646,371,004     $ 115,534,439     $ 47,020,203     $ 35,216,258
    ============     ============     =============     =============     ============     ============
       4,560,693        8,245,403        40,536,196        10,986,319        3,842,845        3,812,846
    ============     ============     =============     =============     ============     ============
    $      10.10     $       9.52     $       15.95     $       10.52     $      12.24     $       9.24
    ============     ============     =============     =============     ============     ============
</TABLE>
 
                                      F-54
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                          LAZARD           LAZARD
                                                                          LAZARD       INTERNATIONAL    INTERNATIONAL
                                                                          EQUITY          EQUITY        FIXED-INCOME
                                                                        PORTFOLIO        PORTFOLIO        PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>              <C>
INVESTMENT INCOME
Income:
  Interest*.........................................................   $    535,797    $   4,165,491     $  2,966,123
  Dividends*........................................................      2,571,107       24,929,197               --
                                                                       ------------    -------------    -------------
Total investment income.............................................      3,106,904       29,094,688        2,966,123
                                                                       ------------    -------------    -------------
EXPENSES:
  Management fee (note 3)...........................................        982,130        7,895,766          314,329
  Administration fees (note 3)......................................         39,265          147,565           27,200
  Custodian fees (note 3)...........................................         61,339        1,442,079           74,621
  Professional services.............................................         23,741          139,202           38,965
  Registration fees.................................................         40,646          163,159           23,517
  Shareholder services..............................................         28,098           56,217           15,195
  Directors' fees and expenses......................................         11,217           13,792           14,190
  Shareholders' reports.............................................          6,706           12,175            2,337
  Amortization of organizational expenses (note 2)..................             --           13,505           13,505
  Other.............................................................         13,739          111,644            2,173
                                                                       ------------    -------------    -------------
Total expenses before fees waived and expenses reimbursed...........      1,206,881        9,995,104          526,032
  Management fees waived and expenses reimbursed (note 3)...........             --               --          (81,792)
  Administration fees waived (note 3)...............................             --               --               --
  Fees paid indirectly (note 2).....................................           (820)         (12,411)          (1,547)
                                                                       ------------    -------------    -------------
Expenses--net.......................................................      1,206,061        9,982,693          442,693
                                                                       ------------    -------------    -------------
INVESTMENT INCOME--NET..............................................      1,900,843       19,111,995        2,523,430
                                                                       ------------    -------------    -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NET
  Realized gain (loss) on:
     Investments--net*..............................................     17,975,165       34,556,028        2,294,418
     Foreign exchange transactions--net.............................             --      (16,586,286)         423,923
  Net unrealized appreciation (depreciation) during the period on:
     Investments--net...............................................     20,838,939      102,387,630        1,899,941
     Foreign currency--net..........................................             --        1,622,255            8,865
                                                                       ------------    -------------    -------------
  Realized and unrealized gain (loss) on investments--net...........     38,814,104      121,979,627        4,627,147
                                                                       ------------    -------------    -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.....   $ 40,714,947    $ 141,091,622     $  7,150,577
                                                                       ============    =============       ==========
*Net of foreign withholding taxes of:...............................   $     68,660    $   3,114,151     $     29,944
                                                                       ============    =============       ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-55
<PAGE>
 
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                      LAZARD                            LAZARD            LAZARD            LAZARD
      LAZARD         STRATEGIC         LAZARD        INTERNATIONAL        SPECIAL          EMERGING
       BOND            YIELD         SMALL CAP         SMALL CAP          EQUITY            MARKETS
     PORTFOLIO       PORTFOLIO       PORTFOLIO         PORTFOLIO         PORTFOLIO         PORTFOLIO
- ------------------------------------------------------------------------------------------------------
 
<S> <C>             <C>             <C>              <C>               <C>               <C>
    $ 2,255,143     $ 6,380,257     $  2,657,903      $    543,364      $    314,283      $    218,910
             --              --        6,738,744         2,093,899         1,318,974           376,771
    -----------     -----------     ------------     -------------     -------------     -------------
      2,255,143       6,380,257        9,396,647         2,637,263         1,633,257           595,681
    -----------     -----------     ------------     -------------     -------------     -------------
        164,220         525,597        4,066,987           736,353           888,834           236,306
         26,180          30,732           91,734            34,635            28,661            25,173
         45,246         104,008          117,360           214,946            32,541           110,068
         24,226          34,117           86,437            35,325            29,918            26,210
         14,302          14,219           49,700            20,181            27,815            26,945
         15,550          13,523           41,852            29,968            23,332            23,460
         11,316          12,978           11,266            11,590            11,314            12,131
          2,943           7,108           12,377             7,681             2,983             5,627
         13,505          13,505           13,505             3,530                --             4,136
          2,664           8,664           56,085            14,044            29,194             2,781
    -----------     -----------     ------------     -------------     -------------     -------------
        320,152         764,451        4,547,303         1,108,253         1,074,592           472,837
        (34,072)             --               --                --          (132,906)         (142,805)
        (21,875)             --               --                --                --           (21,875)
         (1,235)         (5,026)          (9,569)             (614)              (55)             (959)
    -----------     -----------     ------------     -------------     -------------     -------------
        262,970         759,425        4,537,734         1,107,639           941,631           307,198
    -----------     -----------     ------------     -------------     -------------     -------------
      1,992,173       5,620,832        4,858,913         1,529,624           691,626           288,483
    -----------     -----------     ------------     -------------     -------------     -------------
      1,538,947         613,040       48,772,968         2,832,676         5,875,256        (1,723,841)
             --        (829,920)              --        (3,047,215)               --           (79,972)
      1,262,427       3,392,780       45,544,351           215,054         2,433,242           594,358
             --         105,454               --           287,871                --            (2,651)
    -----------     -----------     ------------     -------------     -------------     -------------
      2,801,374       3,281,354       94,317,319           288,386         8,308,498        (1,212,106)
    -----------     -----------     ------------     -------------     -------------     -------------
    $ 4,793,547     $ 8,902,186     $ 99,176,232      $  1,818,010      $  9,000,124      $   (923,623)
     ==========      ==========     ============        ==========        ==========      ============
    $        --     $    12,123     $         --      $    270,513      $     11,220      $     36,665
     ==========      ==========     ============        ==========        ==========      ============
</TABLE>
 
                                      F-56
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       LAZARD                   LAZARD
                                                       LAZARD                       INTERNATIONAL            INTERNATIONAL
                                                       EQUITY                          EQUITY                FIXED-INCOME
                                                     PORTFOLIO                        PORTFOLIO                PORTFOLIO
                                            ----------------------------   -------------------------------   -------------
                                                     YEAR ENDED                      YEAR ENDED               YEAR ENDED
                                                    DECEMBER 31,                    DECEMBER 31,             DECEMBER 31,
                                            ----------------------------   -------------------------------   -------------
                                                1995            1994            1995             1994            1995
- --------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
 Investment income--net...................  $   1,900,843   $    775,588   $   19,111,995   $    5,752,469   $   2,523,430
 Realized gain (loss) on investments and
   foreign exchange transactions..........     17,975,165      3,165,434       17,969,742       50,645,245       2,718,341
 Unrealized appreciation (depreciation)--
   net....................................     20,838,939     (1,765,260)     104,009,885      (68,363,473)      1,908,806
                                            -------------   ------------   --------------   --------------   -------------
Net increase (decrease) in net assets
 resulting from operations................     40,714,947      2,175,762      141,091,622      (11,965,759)      7,150,577
                                            -------------   ------------   --------------   --------------   -------------
Distributions to shareholders:
 From investment income--net..............     (1,412,326)      (819,467)      (6,515,474)      (5,752,469)     (2,523,430)
 From realized gains--net.................    (11,452,652)    (3,479,186)     (14,115,900)     (74,500,587)       (801,842)
 (In excess of) offset to investment
   income--net............................             --             --               --        5,752,469      (1,799,275)
 In excess of realized gains--net.........             --             --               --               --              --
                                            -------------   ------------   --------------   --------------   -------------
                                              (12,864,978)    (4,298,653)     (20,631,374)     (74,500,587)     (5,124,547)
                                            -------------   ------------   --------------   --------------   -------------
Capital stock transaction:
 Net proceeds from sales..................     55,622,979     44,216,711      497,338,051      348,583,561      13,752,209
 Net proceeds from reinvestment of
   distributions..........................     12,294,787      4,207,450       19,395,497       72,041,335       4,630,486
 Cost of shares redeemed..................    (21,085,965)    (4,318,758)    (169,521,331)    (105,923,266)    (10,587,176)
                                            -------------   ------------   --------------   --------------   -------------
Net increase (decrease) in net assets from
 capital stock transactions...............     46,831,801     44,105,403      347,212,217      314,701,630       7,795,519
                                            -------------   ------------   --------------   --------------   -------------
Total increase (decrease) in net assets...     74,681,770     41,982,512      467,672,465      228,235,284       9,821,549
Net assets at beginning of period.........     89,105,218     47,122,706      831,876,982      603,641,698      35,802,754
                                            -------------   ------------   --------------   --------------   -------------
Net assets at end of period*..............  $ 163,786,988   $ 89,105,218   $1,299,549,447   $  831,876,982   $  45,624,303
                                            =============== =============  ================= ================ ===============
Shares issued and repurchased:
Shares outstanding at beginning of
 period...................................      6,482,310      3,391,490       74,103,632       48,980,591       3,499,078
                                            -------------   ------------   --------------   --------------   -------------
 Shares sold..............................      3,491,105      3,088,569       42,535,462       27,102,620       1,219,616
 Shares issued to shareholders from
   reinvestment of distributions..........        710,986        304,879        1,554,544        6,362,069         418,379
 Shares repurchased.......................     (1,279,291)      (302,628)     (14,205,121)      (8,341,648)       (932,761)
                                            -------------   ------------   --------------   --------------   -------------
Net increase (decrease)...................      2,922,800      3,090,820       29,884,885       25,123,041         705,234
                                            -------------   ------------   --------------   --------------   -------------
Shares outstanding at end of period.......      9,405,110      6,482,310      103,988,517       74,103,632       4,204,312
                                            =============== =============  ================= ================ ===============
* Includes undistributed (overdistributed)
 net investment income of:................  $          --   $    (12,571)  $       63,301   $        1,965   $      24,037
                                            =============== =============  ================= ================ ===============
 
<CAPTION>
 
                                               LAZARD
                                           INTERNATIONAL             LAZARD
                                           FIXED-INCOME               BOND
                                             PORTFOLIO              PORTFOLIO
                                          --------------   ---------------------------
                                           YEAR ENDED             YEAR ENDED
                                           DECEMBER 31,           DECEMBER 31,
                                          --------------   ---------------------------
                                               1994             1995           1994
- ----------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
 Investment income--net...................  $  1,206,922   $  1,992,173   $  1,235,348
 Realized gain (loss) on investments and
   foreign exchange transactions..........       180,322      1,538,947     (1,151,722)
 Unrealized appreciation (depreciation)--
   net....................................      (512,114)     1,262,427       (965,163)
                                            ------------   ------------   ------------
Net increase (decrease) in net assets
 resulting from operations................       875,130      4,793,547       (881,537)
                                            ------------   ------------   ------------
Distributions to shareholders:
 From investment income--net..............    (1,206,922)    (1,992,173)    (1,235,348)
 From realized gains--net.................      (287,561)       (16,046)       (58,029)
 (In excess of) offset to investment
   income--net............................            --             --             --
 In excess of realized gains--net.........            --             --             --
                                            ------------   ------------   ------------
                                              (1,494,483)    (2,008,219)    (1,293,377)
                                            ------------   ------------   ------------
Capital stock transaction:
 Net proceeds from sales..................    25,803,649     24,539,689     18,506,638
 Net proceeds from reinvestment of
   distributions..........................     1,439,206      1,820,886      1,205,567
 Cost of shares redeemed..................    (4,276,403)    (7,556,034)    (6,605,325)
                                            ------------   ------------   ------------
Net increase (decrease) in net assets from
 capital stock transactions...............    22,966,452     18,804,541     13,106,880
                                            ------------   ------------   ------------
Total increase (decrease) in net assets...    22,347,099     21,589,869     10,931,966
Net assets at beginning of period.........    13,455,655     24,493,534     13,561,568
                                            ------------   ------------   ------------
Net assets at end of period*..............  $ 35,802,754   $ 46,083,403   $ 24,493,534
                                            =============  =============  =============
Shares issued and repurchased:
Shares outstanding at beginning of
 period...................................     1,279,788      2,650,557      1,319,047
                                            ------------   ------------   ------------
 Shares sold..............................     2,492,028      2,500,066      1,891,145
 Shares issued to shareholders from
   reinvestment of distributions..........       138,395        186,028        125,665
 Shares repurchased.......................      (411,133)      (775,958)      (685,300)
                                            ------------   ------------   ------------
Net increase (decrease)...................     2,219,290      1,910,136      1,331,510
                                            ------------   ------------   ------------
Shares outstanding at end of period.......     3,499,078      4,560,693      2,650,557
                                            =============  =============  =============
* Includes undistributed (overdistributed)
 net investment income of:................  $      1,314   $     40,199   $         --
                                            =============  =============  =============
</TABLE>
 
+ For the period July 15, 1994 through December 31, 1994
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-57
<PAGE>
 
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
             LAZARD
            STRATEGIC                                                               LAZARD                    LAZARD
              YIELD                               LAZARD                         INTERNATIONAL                SPECIAL
            PORTFOLIO                           SMALL CAP                          SMALL CAP                  EQUITY
- ---------------------------------               PORTFOLIO                          PORTFOLIO                 PORTFOLIO
                                      ------------------------------     -----------------------------     -------------
           YEAR ENDED                           YEAR ENDED                        YEAR ENDED                YEAR ENDED
          DECEMBER 31,                         DECEMBER 31,                      DECEMBER 31,              DECEMBER 31,
- ---------------------------------     ------------------------------     -----------------------------     -------------
        1995            1994               1995            1994              1995            1994              1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>             <C>               <C>              <C>               <C>             <C>               <C>
    $   5,620,832   $   4,065,416     $    4,858,913   $   2,022,125     $   1,529,624   $     591,036     $     691,626
         (216,880)     (3,078,071)        48,772,968      22,502,779          (214,539)     (4,068,829)        5,875,256
        3,498,234      (2,316,644)        45,544,351     (17,010,725)          502,925      (3,653,545)        2,433,242
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
        8,902,186      (1,329,299)        99,176,232       7,514,179         1,818,010      (7,131,338)        9,000,124
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
       (5,620,832)     (4,065,416)        (4,858,913)     (1,181,605)               --        (591,036)         (691,626)
               --        (182,040)       (48,772,968)    (31,911,994)               --              --        (5,248,285)
          (88,052)             --                 --              --                --         591,036                --
               --              --           (778,930)             --          (594,717)             --                --
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
       (5,708,884)     (4,247,456)       (54,410,811)    (33,093,599)         (594,717)             --        (5,939,911)
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
       22,589,307      47,082,168        239,938,336      96,349,172        45,713,631      87,421,230         2,211,152
        5,445,026       4,028,879         54,147,470      32,373,017           584,483              --         5,125,731
      (15,082,042)    (18,148,713)      (122,152,846)    (24,422,634)      (15,419,174)    (10,380,143)      (24,874,498)
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
       12,952,291      32,962,334        171,932,960     104,299,555        30,878,940      77,041,087       (17,537,615)
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
       16,145,593      27,385,579        216,698,381      78,720,135        32,102,233      69,909,749       (14,477,402)
       62,328,331      34,942,752        429,672,623     350,952,488        83,432,206      13,522,457        61,497,605
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
    $  78,473,924   $  62,328,331     $  646,371,004   $ 429,672,623     $ 115,534,439   $  83,432,206     $  47,020,203
    =============== ===============   ================ ===============   =============== ===============   ===============
        6,846,915       3,449,123         29,940,743      23,005,203         8,034,455       1,244,608         5,170,257
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
        2,439,621       4,889,580         14,336,125       6,292,755         4,381,937       7,756,773           175,167
          590,779         425,219          3,421,484       2,255,296            56,201              --           414,107
       (1,631,912)     (1,917,007)        (7,162,156)     (1,612,511)       (1,486,274)       (966,926)       (1,916,686)
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
        1,398,488       3,397,792         10,595,453       6,935,540         2,951,864       6,789,847        (1,327,412)
    -------------   -------------     --------------   -------------     -------------   -------------     -------------
        8,245,403       6,846,915         40,536,196      29,940,743        10,986,319       8,034,455         3,842,845
    =============== ===============   ================ ===============   =============== ===============   ===============
    $      62,968   $     (13,973)    $           --   $     848,046     $     (22,525)  $       1,577     $          --
    =============== ===============   ================ ===============   =============== ===============   ===============
<CAPTION>
                                     LAZARD
         LAZARD                     EMERGING
     SPECIAL EQUITY                  MARKETS
       PORTFOLIO                    PORTFOLIO
     --------------     ---------------------------------
       YEAR ENDED         YEAR ENDED       PERIOD ENDED
      DECEMBER 31,       DECEMBER 31,      DECEMBER 31,
     --------------     ---------------   ---------------
          1994               1995              1994+
- ---------------------------------------------------------
<S>  <C>                 <C>               <C>
      $     764,923       $   288,483       $    18,035
         10,854,080        (1,803,813)         (187,391)
        (13,546,230)          591,707        (1,532,318)
      -------------     ---------------   ---------------
         (1,927,227)         (923,623)       (1,701,674)
      -------------     ---------------   ---------------
           (760,649)         (136,100)          (18,035)
        (16,861,086)               --                --
                 --                --            18,035
                 --                --                --
      -------------     ---------------   ---------------
        (17,621,735)         (136,100)               --
      -------------     ---------------   ---------------
          6,540,035        28,211,253        19,386,871
         16,313,998           113,328                --
        (59,936,521)       (9,073,505)         (660,292)
      -------------     ---------------   ---------------
        (37,082,488)       19,251,076        18,726,579
      -------------     ---------------   ---------------
        (56,631,450)       18,191,353        17,024,905
        118,129,055        17,024,905                --
      -------------     ---------------   ---------------
      $  61,497,605       $35,216,258       $17,024,905
      ===============   ================== ==================
          7,508,865         1,727,237                --
      -------------     ---------------   ---------------
            429,986         3,079,834         1,786,246
          1,278,144            12,192                --
         (4,046,738)       (1,006,417)          (59,009)
      -------------     ---------------   ---------------
         (2,338,608)        2,085,609         1,727,237
      -------------     ---------------   ---------------
          5,170,257         3,812,846         1,727,237
      ===============   ================== ==================
      $        (918)      $     3,727       $        --
      ===============   ================== ==================
</TABLE>
                                      F-58
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                INCOME FROM INVESTMENT OPERATIONS
                                           -------------------------------------------                LESS:
                                                                               TOTAL       ----------------------------
                                NET                                             FROM         DIVIDENDS        DISTRIBU-      NET
                               ASSET                       NET REALIZED       INVEST-         FROM AND          TIONS       ASSET
                              VALUE,                      AND UNREALIZED        MENT        IN EXCESS OF        FROM        VALUE,
                             BEGINNING     INVESTMENT      GAIN (LOSS)         OPERA-        INVESTMENT       REALIZED      END OF
           PERIOD            OF PERIOD     INCOME-NET     ON INVESTMENTS       TIONS         INCOME-NET         GAINS       PERIOD
<S>                          <C>           <C>           <C>                  <C>          <C>                <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------------------
 
LAZARD EQUITY PORTFOLIO
 Year ended
   12/31/95.................  $ 13.75       $ 0.226          $  4.931         $ 5.157          $(0.175)         $(1.322)    $17.41
   12/31/94.................    13.89         0.141             0.441           0.582           (0.152)          (0.574)     13.75
   12/31/93.................    12.74         0.158             2.172           2.330           (0.165)          (1.015)     13.89
   12/31/92.................    12.34         0.123             0.518           0.641           (0.132)          (0.109)     12.74
   12/31/91.................    11.53         0.107             3.051           3.158           (0.082)          (2.266)     12.34
   12/31/90.................    12.34         0.191            (0.778)         (0.587 )         (0.223)(b)           --      11.53
   12/31/89.................    10.32         0.204             2.231           2.435           (0.214)          (0.201)     12.34
   12/31/88.................     8.73         0.181             1.597           1.778           (0.188)              --      10.32
   6/1/87* to 12/31/87......    10.00         0.110            (1.280)         (1.170 )         (0.100)              --       8.73
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL EQUITY PORTFOLIO
 Year ended
   12/31/95.................    11.23         0.187             1.288           1.475           (0.091)          (0.114)     12.50
   12/31/94.................    12.32         0.078            (0.049)          0.029               --           (1.123)     11.23
   12/31/93.................     9.48         0.021             2.919           2.940           (0.021)          (0.079)     12.32
   12/31/92.................    10.30         0.097            (0.779)         (0.682 )         (0.138)              --       9.48
   10/29/91* to 12/31/91....    10.00         0.020             0.300           0.320           (0.020)              --      10.30
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL FIXED-INCOME PORTFOLIO
 Year ended
   12/31/95.................    10.23         0.701             1.250           1.951           (1.129)          (0.202)     10.85
   12/31/94.................    10.51         0.592            (0.161)          0.431           (0.593)          (0.116)     10.23
   12/31/93.................     9.79         0.571             0.912           1.483           (0.570)          (0.193)     10.51
   12/31/92.................    10.28         0.614            (0.403)          0.211           (0.614)          (0.087)      9.79
   11/8/91* to 12/31/91.....    10.00         0.110             0.280           0.390           (0.110)              --      10.28
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD BOND PORTFOLIO
 Year ended
   12/31/95.................     9.24         0.595             0.863           1.458           (0.594)          (0.004)     10.10
   12/31/94.................    10.28         0.584            (1.010)         (0.426 )         (0.584)          (0.029)      9.24
   12/31/93.................    10.21         0.551             0.302           0.853           (0.551)          (0.232)     10.28
   12/31/92.................    10.25         0.577            (0.004)          0.573           (0.577)          (0.036)     10.21
   11/12/91* to 12/31/91....    10.00         0.140             0.250           0.390           (0.140)              --      10.25
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD STRATEGIC YIELD PORTFOLIO
 Year ended
   12/31/95.................     9.10         0.748             0.430           1.178           (0.758)              --       9.52
   12/31/94.................    10.13         0.762            (0.990)         (0.228 )         (0.761)          (0.039)      9.10
   12/31/93.................     9.50         0.644             0.738           1.382           (0.633)          (0.119)     10.13
   12/31/92.................     9.97         1.049            (0.450)          0.599           (1.049)          (0.020)      9.50
   10/1/91* to 12/31/91.....    10.00         0.250            (0.030)          0.220           (0.250)              --       9.97
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP PORTFOLIO
 Year ended
   12/31/95.................    14.35         0.126             2.951           3.077           (0.154)          (1.323)     15.95
   12/31/94.................    15.26         0.070             0.220           0.290           (0.042)          (1.158)     14.35
   12/31/93.................    12.98         0.019             3.830           3.849           (0.020)          (1.549)     15.26
   12/31/92.................    10.42         0.019             2.560           2.579           (0.019)              --      12.98
   10/30/91* to 12/31/91....    10.00         0.030             0.420           0.450           (0.030)              --      10.42
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO
 Year ended
   12/31/95.................    10.38         0.139             0.056           0.195               --           (0.055)     10.52
   12/31/94.................    10.86         0.072            (0.548)         (0.476 )             --               --      10.38
   12/1/93* to 12/31/93.....    10.00         0.004             0.859           0.863           (0.003)              --      10.86
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
<CAPTION>                                                                                                  
                                                                                                           
                                                       RATIOS TO AVERAGE                                                
                                                          NET ASSETS                                                   
                                                       -----------------
                                                                                                NET                      
                                                                      INVEST-                   ASSETS,                    
                                                                       MENT      PORTFOLIO      END OF                    
                                             TOTAL                   INCOME-     TURNOVER       PERIOD                    
           PERIOD                            RETURN++   EXPENSES       NET         RATE        (000'S)                    
<S>                                          <C>        <C>          <C>         <C>           <C>                        
- ------------------------------------------------------------------------------------------------------          
                                                                                                   
                                                                                                     
LAZARD EQUITY PORTFOLIO                                                                                    
 Year ended                                                                                                
   12/31/95.................                 37.7 %      0.92%(h)     1.45%        80.72%     $163,787                   
   12/31/94.................                  4.2        1.05         1.15         66.52        89,105                   
   12/31/93.................                 18.6        1.05(e)      1.31         63.92        47,123                   
   12/31/92.................                  5.3        1.05(d)      1.19        174.45        24,646                   
   12/31/91.................                 27.5        1.93         0.84         90.00        14,821                   
   12/31/90.................                 (4.7 )      1.77         1.62         70.00        14,397                   
   12/31/89.................                 23.6        1.78         1.71         78.00        16,239                   
   12/31/88.................                 20.4        1.84         1.86        111.00        12,336                   
   6/1/87* to 12/31/87......                (11.7 )      1.68+        1.93+        97.00        10,186                   
- ------------------------------------------------------------------------------------------------------

LAZARD INTERNATIONAL EQUITY PORTFOLIO
 Year ended
   12/31/95.................                 13.1        0.95(h)      1.82         62.54     1,299,549
   12/31/94.................                  0.2        0.94         0.75        106.15       831,877
   12/31/93.................                 31.0        0.99         1.13         86.95       603,642
   12/31/92.................                 (6.6 )      1.05(d)      2.13         60.37       176,005
   10/29/91* to 12/31/91....                  3.2        1.05+,(c)    2.19+         0.18         4,967
- ------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL FIXED-INCOME PORTFOLIO
 Year ended
   12/31/95.................                 19.4        1.05(g),(h)   5.99       189.97        45,624
   12/31/94.................                  4.2        1.05(f)      5.68         65.90        35,803
   12/31/93.................                 15.7        1.05(e)      5.50        115.84        13,546
   12/31/92.................                  2.0        1.05(d)      6.08        256.20         8,183
   11/8/91* to 12/31/91.....                  3.9        1.05+,(c)    4.82+         6.43         1,427
- ------------------------------------------------------------------------------------------------------
LAZARD BOND PORTFOLIO
 Year ended
   12/31/95.................                 16.2        0.80(g),(h)   6.07       244.28        46,083
   12/31/94.................                 (4.2 )      0.80(f)      6.11        120.51        24,494
   12/31/93.................                  8.6        0.80(e)      5.22        174.63        13,562
   12/31/92.................                  5.7        0.80(d)      5.59        131.38         8,532
   11/12/91* to 12/31/91....                  3.9        0.80+,(c)    5.50+        10.46         3,256
- ------------------------------------------------------------------------------------------------------
LAZARD STRATEGIC YIELD PORTFOLIO
 Year ended
   12/31/95.................                 13.6        1.09(h)      8.02        205.33        78,474
   12/31/94.................                 (2.3 )      1.05(f)      8.03        195.18        62,328
   12/31/93.................                 15.6        1.05(e)      6.36        215.60        34,943
   12/31/92.................                  6.0        1.05(d)     10.57        122.88         9,641
   10/1/91* to 12/31/91.....                  2.1        1.05+,(c)    9.52+        11.26         4,256
- ------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP PORTFOLIO
 Year ended
   12/31/95.................                 21.5        0.84(h)      0.90         69.68       646,371
   12/31/94.................                  2.0        0.85         0.51         70.11       429,673
   12/31/93.................                 30.1        0.88         0.16         98.47       350,952
   12/31/92.................                 24.8        1.05(d)      0.29        106.91       168,171
   10/30/91* to 12/31/91....                  4.5        1.05+,(c)    2.47+         5.50         2,512
- ------------------------------------------------------------------------------------------------------
LAZARD INTERNATIONAL SMALL CAP PORTFOLIO
 Year ended
   12/31/95.................                  1.9        1.13(h)      1.56        117.53       115,534
   12/31/94.................                 (4.5 )      1.05(f)      0.95        112.92        83,432
   12/1/93* to 12/31/93.....                  8.7        1.05+,(e)    1.76+         0.84        13,522
- ------------------------------------------------------------------------------------------------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-59
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
FINANCIAL HIGHLIGHTS (CONTINUED)
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                INCOME FROM INVESTMENT OPERATIONS
                                           -------------------------------------------                LESS:
                                                                               TOTAL       ----------------------------
                                NET                                             FROM         DIVIDENDS        DISTRIBU-      NET
                               ASSET                       NET REALIZED       INVEST-         FROM AND          TIONS       ASSET
                              VALUE,                      AND UNREALIZED        MENT        IN EXCESS OF        FROM        VALUE,
                             BEGINNING     INVESTMENT      GAIN (LOSS)         OPERA-        INVESTMENT       REALIZED      END OF
           PERIOD            OF PERIOD     INCOME-NET     ON INVESTMENTS       TIONS         INCOME-NET         GAINS       PERIOD
<S>                          <C>           <C>           <C>                  <C>          <C>                <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------------------
 
 
                                         
LAZARD SPECIAL EQUITY PORTFOLIO
 Year ended
   12/31/95.................  $ 11.89       $ 0.195          $  1.725         $ 1.920          $(0.188)         $(1.382)    $12.24
   12/31/94.................    15.73         0.156            (0.557)         (0.401 )         (0.155)          (3.279)     11.89
   12/31/93.................    16.90         0.157             1.478           1.635           (0.157)          (2.648)     15.73
   12/31/92.................    15.14         0.161             2.181           2.342           (0.160)          (0.422)     16.90
   12/31/91.................    11.54         0.230             4.160           4.390           (0.227)          (0.563)     15.14
   12/31/90.................    13.72         0.714            (2.155)         (1.441 )         (0.739)              --      11.54
   12/31/89.................    13.13         0.260             1.874           2.134           (0.264)          (1.280)     13.72
   12/31/88.................    10.64         0.224             2.761           2.985           (0.245)          (0.250)     13.13
   12/31/87.................    11.66         0.112            (0.291)         (0.179 )         (0.105)          (0.736)     10.64
   1/16/86* to 12/31/86.....    10.00         0.075             1.585           1.660               --               --      11.66
- ----------------------------------------------------------------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO
 Year ended
   12/31/95.................     9.86         0.080            (0.660)         (0.580 )         (0.040)              --       9.24
   7/15/94* to 12/31/94.....    10.00         0.010            (0.154)         (0.144 )             --               --       9.86
- ----------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                          RATIOS TO AVERAGE
                                              NET ASSETS
                                         --------------------                     NET
                                                      INVEST-                   ASSETS,
                                                       MENT       PORTFOLIO      END OF
                              TOTAL                   INCOME-     TURNOVER       PERIOD
           PERIOD             RETURN++   EXPENSES       NET         RATE        (000'S)
<S>                          <C>         <C>          <C>         <C>           <C>
- ----------------------------------------------------------------------------------------
LAZARD SPECIAL EQUITY PORTFOLIO
 Year ended
   12/31/95.................   16.3 %      1.59%(g),(h) 1.17%      15.35%     $ 47,020
   12/31/94.................   (2.6 )      1.71         0.87         11.29        61,498
   12/31/93.................   10.2        1.67         0.74         26.31       118,129
   12/31/92.................   15.5        1.70         1.04         10.93       150,488
   12/31/91.................   38.2        1.77         1.63         19.48       111,395
   12/31/90.................  (10.5 )      1.78         4.70(a)      27.18        76,972
   12/31/89.................   16.2        1.78         1.82         40.67       101,522
   12/31/88.................   28.0        1.96         1.87         64.90        74,695
   12/31/87.................   (1.9 )      1.81         0.82         90.86        53,942
   1/16/86* to 12/31/86.....   16.6        2.23+        0.71+        73.12        51,403
- ----------------------------------------------------------------------------------------
LAZARD EMERGING MARKETS PORTFOLIO
 Year ended
   12/31/95.................   (5.9 )      1.30(g),(h)   1.22       102.22        35,216
   7/15/94* to 12/31/94.....   (1.4 )      1.30+,(f)    0.31+        30.68        17,025
- ----------------------------------------------------------------------------------------
</TABLE>
 
  * Commencement of operations.
  + Annualized.
 
 ++ Total return represents aggregate total return for the periods indicated.
 
(a) The Portfolio received a special distribution from one of its portfolio
    investments. Had the Fund not received this distribution, the ratio would
    have been 2.20%.
 
(b) Includes $.032 per share of distributions from paid-in capital, none of
    which is a return of capital for tax purposes.
 
(c) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 10.84%+ ($0.056) for the
    International Equity Portfolio, 20.70%+ ($0.293) for the International
    Fixed-Income Portfolio, 7.80%+ ($0.114) for the Bond Portfolio, 6.22%+
    ($0.075) for the Strategic Yield Portfolio, and 11.05%+ ($0.085) for the
    Small Cap Portfolio.
 
(d) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.53% ($0.050) for the Equity
    Portfolio, 1.37% ($0.014) for the International Equity Portfolio, 2.80%
    ($0.176) for the International Fixed-Income Portfolio, 3.23% ($0.0251) for
    the Bond Portfolio, 2.99% ($0.192) for the Strategic Yield Portfolio, and
    1.14%+ ($0.006) for the Small Cap Portfolio.
 
(e)  If the Investment Manager had not waived management fees and reimbursed
     certain expenses the ratio of expenses to average net assets (and net
     investment income per share) would have been 1.18% ($0.020) for the Equity
     Portfolio, 2.87%+ ($0.010) for the International Small Cap Portfolio, 2.08%
     ($0.119) for the International Fixed-Income Portfolio, 1.76% ($0.101) for
     the Bond Portfolio, and 1.63% ($0.058) for the Strategic Yield Portfolio.
 
(f) If the Investment Manager had not waived management fees and reimbursed
    certain expenses the ratio of expenses to average net assets (and net
    investment income per share) would have been 1.26% ($0.016) for the
    International Small Cap Portfolio, 1.51% ($0.048) for the International
    Fixed-Income Portfolio, 1.23% ($0.041) for the Bond Portfolio, 1.15%
    ($0.009) for the Strategic Yield Portfolio, and 2.31%+ ($0.034) for the
    Emerging Markets Portfolio.
 
(g) If the Investment Manager and Administrator had not waived certain fees and
    reimbursed certain expenses and the Portfolios had not paid fees indirectly
    the ratio of expenses to average net assets (and net investment income per
    share) would have been 1.25% ($0.678) for the International Fixed-Income
    Portfolio, 0.97% ($0.578) for the Bond Portfolio, 1.81% ($0.157) for the
    Special Equity Portfolio and 2.00% ($0.034) for the Emerging Markets
    Portfolio.
 
(h) "Ratio of total expenses to average net assets" for the year ended December
    31, 1995 includes fees paid indirectly. Excluding fees paid indirectly for
    the year ended December 31, 1995, the expense ratios would have been 0.92%
    for the Equity Portfolio, 0.95% for the International Equity Portfolio,
    1.05% for the International Fixed-Income Portfolio, 0.80% for the Bond
    Portfolio, 1.08% for the Strategic Yield Portfolio, 0.84% for the Small Cap
    Portfolio, 1.13% for the International Small Cap Portfolio, 1.59% for the
    Special Equity Portfolio, 1.30% for the Emerging Markets Portfolio.
 
                                      F-60
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1. ORGANIZATION
 
The Lazard Funds, Inc. (the "Fund") was incorporated in Maryland on May 17, 1991
and is registered under the Investment Company Act of 1940 (the "Act"), as
amended, as an open-end management investment company. The Fund was originally
composed of five portfolios: Lazard International Equity Portfolio (the
"International Equity Portfolio"), Lazard International Fixed-Income Portfolio,
formerly Lazard Global Fixed-Income Portfolio (the "International Fixed-Income
Portfolio"), Lazard Bond Portfolio, formerly Lazard High Quality Bond Portfolio
(the "Bond Portfolio"), Lazard Strategic Yield Portfolio, formerly Lazard
High-Yield Portfolio, (the "Strategic Yield Portfolio") and Lazard Small Cap
Portfolio (the "Small Cap Portfolio").
 
Effective January 1, 1992, the Lazard Equity Fund and the Lazard Special Equity
Fund, Inc. ("Old Funds") were reorganized as separate portfolios ("New Funds")
of the Fund, namely Lazard Equity Portfolio (the "Equity Portfolio"), and Lazard
Special Equity Portfolio (the "Special Equity Portfolio"), respectively. The per
share data included herein includes per share data for both the Old Funds and
New Funds.
 
Effective November 1, 1993, Lazard International Small Cap Portfolio (the
"International Small Cap Portfolio") and Lazard Emerging Markets Portfolio (the
"Emerging Markets Portfolio") were added to the Fund.
 
Effective December 30, 1995, Lazard Global Equity Portfolio, Lazard Bantam Value
Portfolio and Lazard Emerging World Funds Portfolio were added to the Fund. The
Lazard Global Equity Portfolio was first offered for sale on January 4, 1996.
 
The Equity Portfolio and Special Equity Portfolio are operated as "diversified"
as defined in the Act. The remaining Portfolios are "non-diversified."
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies:
 
(A) VALUATION OF INVESTMENTS--The value of securities, other than options listed
on national securities exchanges and debt securities maturing in 60 days or
less, is determined as of the close of regular trading on the New York Stock
Exchange. Options on stocks and stock indices traded on national securities
exchanges are valued as of the close of options trading on such exchanges (which
is currently 4:10 p.m. New York time). Debt securities maturing in sixty days or
less are valued at amortized cost. Each security for which the primary market is
on a national securities exchange is valued at the last sale price in the
principal exchange on which it is traded, or, if no sales are reported on such
exchange on that day, at the closing bid price.
 
Any security held by any Portfolio except the Special Equity Portfolio for which
the primary market is the National Association of Securities Dealers Automated
Quotations National Market System is valued at the last sale price as quoted by
such System or, in the absence of any sale on the valuation date, at the closing
bid price. Any other unlisted security for which current over-the-counter market
quotations or bids are readily available is valued at its last quoted bid price
or, for each of these Portfolios except the Equity Portfolio, if available, the
mean of two such prices.
 
Any security held by the Special Equity Portfolio that is not listed on a
national securities exchange but that is quoted on the National Association of
Securities Dealers Automated Quotations System is valued at the last bid price
as quoted by such System. Any other security held by the Special Equity
Portfolio for which current over-the-counter market quotations or bids are
readily available is valued at its last quoted bid price or, if available, the
mean of two such prices.
 
All other securities and other assets for which current market quotations are
not readily available are valued at fair value as determined in good faith by
the Fund's Board of Directors and in accordance with procedures adopted by the
Board of Directors. The portfolio securities of any of the Portfolios may also
be valued on the basis of prices provided by a pricing service when such prices
are believed by the Investment Manager to reflect the fair market value of such
securities.
 
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME--Security transactions are
accounted for on the trade date. Realized gains and losses on sales of
investments are recorded on a first-in, first-out or specific identification
basis. Dividend income is recorded on the ex-date.
 
                                      F-61
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
Interest income is accrued daily. The Portfolios amortize premiums and accrue
discounts on fixed income securities.
 
(C) FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS--The International Equity
Portfolio, International Fixed-Income Portfolio, Strategic Yield Portfolio,
International Small Cap Portfolio and the Emerging Markets Portfolio (the
"eligible portfolios") may enter into forward foreign currency exchange
contracts ("forward contracts"). To the extent permitted by each eligible
portfolio's investment objectives, restrictions and policies, forward contracts
may be entered into for risk management purposes. Depending on how such
strategies are utilized, the risks associated with their use may vary.
 
Certain risks may arise upon entering into these forward contracts from the
possible movement in foreign exchange rates and the potential inability of
counterparties to meet the terms of their agreements. Forward contracts are
presented at an amount representing the net increase or decrease in value from
the date that the forward contract was entered into, to the financial statement
date. Gains and losses on these forward contracts are included in realized or
unrealized foreign exchange transactions in the accompanying Statements of
Operations.
 
Risk management includes hedging strategies which serve to reduce an eligible
portfolio's exposure to foreign currency fluctuations. Such exposure may exist
during the period that a foreign denominated investment is held, or during the
period between the trade date and settlement date of an investment which is
purchased or sold.
 
(D) FOREIGN CURRENCY TRANSLATIONS--The books and records of the eligible
portfolios are maintained in U.S. dollars. Foreign exchange transactions are
translated into U.S. dollars on the following basis:
 
(i) the foreign currency market value of investment securities, contracts, and
other assets and liabilities stated in foreign currencies are translated at the
exchange rate at the end of the period; and
 
(ii) purchases and sales of investment securities, dividends, interest income
and expenses are translated at the rates of exchange prevailing on the
respective dates of such transactions.
 
The eligible portfolios do not isolate that portion of the results of operations
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with net realized and unrealized gain or loss from investments. Foreign
exchange gain (loss) is treated as ordinary income for federal income tax
purposes to the extent constituting "Section 988 Transactions" pursuant to the
Internal Revenue Code ("IRC"), including, currency gains (losses) related to the
sale of debt securities, forward foreign currency exchange contracts, payments
of liabilities, and collections of receivables.
 
(E) FEDERAL INCOME TAXES--The Fund's policy is to qualify each Portfolio as a
regulated investment company under the IRC and to distribute all of its taxable
income, including any realized net capital gains to shareholders. Therefore, no
Federal income tax provision is required.
 
(F) DIVIDENDS AND DISTRIBUTIONS--The Fund intends to declare dividends from net
investment income on shares of the International Fixed-Income Portfolio, the
Bond Portfolio and the Strategic Yield Portfolio daily and pay such dividends
monthly. Dividends from net investment income on shares of the Equity Portfolio
will be declared and paid quarterly. Dividends from net investment income on
shares of the International Equity Portfolio, Small Cap Portfolio, International
Small Cap Portfolio, Emerging Markets Portfolio and the Special Equity Portfolio
will be declared and paid annually. During any particular year, net realized
gains from investment transactions in excess of available capital loss carry
forwards would be taxable to the Fund if not distributed. The Fund intends to
declare and distribute these amounts annually to shareholders; however, to avoid
taxation a second distribution may be required.
 
Income distributions and capital gains distributions are determined in
accordance with federal income tax regulations which may differ from generally
accepted accounting principles. These differences which may result in
distribution reclassifications are primarily due to differing treatments of
foreign currency transactions. Permanent book and tax differences relating to
shareholder distributions
 
                                      F-62
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
will result in reclassifications and may affect the allocation between
investment income--net and realized gains--net.
 
(G) ORGANIZATIONAL EXPENSES--Costs incurred by the Fund in connection with its
organization and initial registration of shares have been deferred and are being
amortized on a straight line basis over a five-year period from the date of
commencement of operations of each Portfolio. In the event that any of the
initial shares of any of the Portfolios during such period are redeemed, the
appropriate Portfolio will be reimbursed by such holder for any unamortized
organizational expenses in the same proportion as the number of shares redeemed
bears to the number of initial shares held at the time of redemption.
 
(H) ALLOCATION OF EXPENSES--Expenses not directly chargeable to a specific
Portfolio are allocated primarily on the basis of relative net assets.
 
(I) FEES PAID INDIRECTLY--Portfolios leaving excess cash in demand deposit
accounts may receive credits which are available to offset custody expenses. The
Statements of Operations report gross custody expense, and reflect the amount of
such credits as a reduction in total expenses.
 
(J) ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires the Fund to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and expense
during the reporting period. Actual results could differ from those estimates.
 
3. INVESTMENT MANAGEMENT AGREEMENT AND
   OTHER TRANSACTIONS WITH AFFILIATES
 
The Fund has entered into an investment management agreement (the "Management
Agreement") with Lazard Freres Asset Management (the "Manager"), a division of
Lazard Freres & Co. LLC, on behalf of each Portfolio. Pursuant to the Management
Agreement, the Manager will regularly provide the Portfolios with investment
research, advice and supervision and furnish continuously an investment program
for each Portfolio consistent with its investment objectives and policies,
including the purchase, retention and disposition of securities. Each of the
Portfolios pays the Manager an investment management fee at the annual rate set
forth below as a percentage of the average daily value of the net assets of the
relevant Portfolio: Equity Portfolio, 0.75%; International Equity Portfolio,
0.75%; International Fixed-Income Portfolio, 0.75%; Bond Portfolio, 0.50%;
Strategic Yield Portfolio, 0.75%; Small Cap Portfolio, 0.75%; International
Small Cap, 0.75%; Special Equity Portfolio, 1.50% and Emerging Markets
Portfolio, 1.00%. The investment management fees are accrued daily and payable
monthly with the exception of those paid by the Special Equity Portfolio, which
are payable quarterly.
 
Under certain state regulations, if the total expenses of any of the Portfolios
exceed certain limitations the Fund's Manager is required to reimburse the
Portfolio for such excess.
 
The Manager has agreed to maintain the annualized total operating expenses of
the International Fixed-Income Portfolio at a level not to exceed 1.05%;
Emerging Market Portfolio at a level not to exceed 1.30%; and Bond Portfolio at
a level not to exceed 0.80% of the average daily value of net assets of the
relevant portfolio until December 31, 1996 or such time as the respective
Portfolio reaches total net assets of $100 million. For the period commencing
May 1, 1995, the Manager has agreed to bear total operating expenses (exclusive
of extraordinary expenses) of the Special Equity Portfolio in excess of 1.50% of
the average daily value of the net assets until October 31, 1996, or such time
as the total net assets of the Portfolio equals or exceeds $90 million.
 
For the year ended December 31, 1995, the Manager did not impose part of its
management fee amounting to $81,792 for International Fixed-Income Portfolio,
$34,072 for Bond Portfolio, $104,245 for Special Equity Portfolio and $142,805
for Emerging Markets Portfolio. For the Special Equity Portfolio, the Manager
reimbursed $28,661 for Administrative Fees.
 
Effective June 1, 1995, the Fund has engaged State Street Bank and Trust Company
("State Street") to provide certain administrative services. Each Portfolio will
bear the cost of such expenses at the annual rate of $37,500 plus 0.02% of
average assets up to average assets of $1 billion and plus 0.01% of average
assets over $1 billion. State Street has agreed to waive the $37,500 fee for the
Bond and
 
                                      F-63
<PAGE>
 
- --------------------------------------------------------------------------------
The Lazard Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
Emerging Markets Portfolios for one year or until each Portfolio reaches net
assets of $50 million.
 
The Fund has a distribution agreement with Lazard Freres & Co. LLC. As the
distributor, Lazard Freres & Co. LLC acts as distributor for shares of each of
the Portfolios and bears the cost of printing and mailing prospectuses to
potential investors and of any advertising expenses incurred in connection with
the distribution of shares.
 
Certain Directors of the Fund are Managing Directors of the Manager. The Fund
pays each director who is not an officer of the Manager or an interested
Director, $20,000 per year, plus $1,000 per meeting attended, and reimburses
them for travel and out of pocket expenses.
 
4. SECURITY TRANSACTIONS AND TRANSACTIONS
   WITH AFFILIATES
 
Purchase and sales of portfolio securities, (excluding short-term securities),
for the year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
                          PURCHASES         SALES
                        -------------   -------------
<S>                     <C>             <C>
Equity Portfolio        $ 136,115,551   $  98,319,414
International Equity      958,136,052     617,956,968
International Fixed-
  Income                   82,002,248      77,059,477
Bond(1)                    93,823,671      77,259,918
Strategic Yield(2)        142,277,826     127,543,921
Small Cap                 433,744,267     348,508,399
International Small Cap   137,601,260     108,309,231
Special Equity              8,213,439      33,702,368
Emerging Markets           39,309,777      22,364,600
</TABLE>
 
(1) Includes purchases and sales of U.S. Government securities of $68,932,503
    and $63,560,433, respectively.
(2) Includes purchases and sales of U.S. Government securities of $15,853,916
    and $17,588,675, respectively.
 
For the period, the Small Cap Portfolio and Special Equity Portfolio paid
brokerage commissions of $3,324 and $13,658, respectively, to Lazard Freres &
Co. LLC for portfolio transactions executed on behalf of the Portfolios.
 
Included in the payable for investments purchased at December 31, 1995, for the
Special Equity Portfolio, is $285,255 for unsettled purchases with Lazard Freres
& Co. LLC.
 
5. FEDERAL INCOME TAXES
 
For Federal income tax purposes capital loss carryforwards (exclusive of certain
capital losses incurred after October 31) of $3,297,896 and $1,537,156 are
available to the extent provided by regulations to offset future realized
capital gains of the Strategic Yield Portfolio and Emerging Markets Portfolio,
respectively. These losses expire through 2003.
 
Additionally, certain capital and currency losses incurred after October 31,
within the taxable year are deemed to arise on the first business day of the
Portfolio's next taxable year. During the year ended December 31, 1995,
International Equity Portfolio, Bond Portfolio, Strategic Yield Portfolio, Small
Cap Portfolio, International Small Cap Portfolio, and Emerging Markets Portfolio
will elect to defer net capital and currency losses of $4,705,302, $29,502,
$7,241, $1,687,171, $1,180,891, and $284,313, respectively. The Special Equity
Portfolio and the International Equity Portfolio redesignated $50,277, and
$2,679,708, respectively, of ordinary income dividends to long-term capital gain
distributions.
 
6. PRIVATE PLACEMENTS
 
At December 31, 1995, the Small Cap Portfolio held the following securities
which were private placements and represented 0.20% (at value) of the net assets
of the Portfolio:
<TABLE>
<CAPTION>
                             ACQUISITION
         SECURITY               DATE         VALUE
- ---------------------------  -----------   ----------
<S>                          <C>           <C>
Interactive Light Holdings
  Inc. 8.00%, 1/25/99           2/4/94     $  500,000
Verbex Voice Systems Inc.
  Series F Preferred
  (conv.)                      7/12/93        500,343
Verbex Voice Systems Inc.       6/7/94        180,501
Verbex Voice Systems Inc.
  10.00%, 12/31/95             3/17/95        100,000
                                           ----------
                                           $1,280,844
                                           ==========
</TABLE>
Verbex Voice Systems Inc. and Interactive Light Holdings Inc. are valued as
determined in good faith by the Fund's Board of Directors and in accordance with
the procedures adopted by the Board of Directors. The Small Cap Portfolio will
bear any cost, including those involved in registration under the Securities Act
of 1933, in connection with the disposition of such securities.
 
                                      F-64

<PAGE>
- --------------------------------------------------------------------------------
THE LAZARD FUNDS, INC.
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders
The Lazard Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including
the schedules of portfolio investments, of The Lazard Funds, Inc. (comprised of,
Lazard  Equity  Portfolio,   Lazard  International   Equity  Portfolio,   Lazard
International  Fixed-Income Portfolio,  Lazard Bond Portfolio,  Lazard Strategic
Yield  Portfolio,  Lazard Small Cap Portfolio,  Lazard  International  Small Cap
Portfolio,   Lazard  Special  Equity  Portfolio,  and  Lazard  Emerging  Markets
Portfolio) as of December 31, 1995, and the related statements of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period  then  ended and the  financial  highlights  for each of the
periods  presented,  except  as noted  below.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  highlights  based on our audits.  The  financial  highlights  for the
periods through  December 31, 1991 of Lazard Equity Portfolio and Lazard Special
Equity  Portfolio were audited by other auditors whose reports dated February 5,
1992 and February 3, 1992, respectively, expressed unqualified opinions on those
financial highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the financial statements and financial highlights audited by us,
as stated  above,  present  fairly,  in all  material  respects,  the  financial
position of each of the  respective  portfolios  constituting  the Lazard Funds,
Inc. as of December 31, 1995, the results of their  operations for the year then
ended and  changes  in their net  assets for each of the two years in the period
then ended and the financial  highlights for the periods presented in conformity
with generally accepted accounting principles. 

                                                      ANCHIN, BLOCK & ANCHIN LLP

New York, New York
January 27, 1996


                                      F-65


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