Securities Act File No. 33-40682
Investment Company Act File No. 811-06312
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Post-Effective Amendment No. 22 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 22 /X/
(Check appropriate box or boxes)
THE LAZARD FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
30 Rockefeller Plaza, New York, New York 10112
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 632-6000
David M. Goldenberg, Esq.
30 Rockefeller Plaza
New York, New York 10112
(Name and Address of Agent for Services)
copy to:
Stuart H. Coleman, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
It is proposed that this filing will become effective (check appropriate box)
---- immediately upon filing pursuant to paragraph (b)
X on December 29, 2000 pursuant to paragraph (b)
----
---- 60 days after filing pursuant to paragraph (a) (1)
---- on (DATE) pursuant to paragraph (a) (1)
---- 75 days after filing pursuant to paragraph (a) (2)
---- on (DATE) pursuant to paragraph (a) (2) of Rule 485.
If appropriate, check the following box:
this post-effective amendment designates a new effective
---- date for a previously filed post-effective amendment.
<PAGE>
LAZARD FUNDS
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PROSPECTUS
December 29, 2000
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Lazard Mortgage Portfolio
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30 Rockefeller Plaza
New York, New York 10112
(800) 823-6300
AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THE SHARES DESCRIBED IN THIS PROSPECTUS OR DETERMINED
WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE
IS COMMITTING A CRIME.
<PAGE>
TABLE OF CONTENTS
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CAREFULLY REVIEW THIS
IMPORTANT SECTION, WHICH RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
SUMMARIZES THE PORTFOLIO'S
INVESTMENTS, RISKS, PAST
PERFORMANCE AND FEES.
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REVIEW THIS SECTION FOR MORE
INFORMATION ON INVESTMENT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
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REVIEW THIS SECTION FOR FUND MANAGEMENT
DETAILS ON THE PEOPLE AND - INVESTMENT MANAGER
ORGANIZATIONS WHO OVERSEE THE - PRINCIPAL PORTFOLIO MANAGERS
PORTFOLIO. - ADMINISTRATOR
- DISTRIBUTOR
- CUSTODIAN
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REVIEW THIS SECTION FOR SHAREHOLDER INFORMATION
DETAILS ON HOW SHARES ARE - GENERAL
VALUED. HOW TO PURCHASE, SELL - HOW TO BUY SHARES
AND EXCHANGE SHARES, RELATED - HOW TO SELL SHARES
CHARGES AND PAYMENTS OF - INVESTOR SERVICES
DIVIDENDS AND DISTRIBUTIONS. - GENERAL POLICIES
- ACCOUNT POLICIES, DIVIDENDS AND TAXES
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REVIEW THIS SECTION FOR RECENT FINANCIAL HIGHLIGHTS
FINANCIAL INFORMATION.
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WHERE TO LEARN MORE ABOUT THE BACK COVER
PORTFOLIO.
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Lazard Asset Management, a division of Lazard Freres & Co. LLC ("Lazard"),
serves as the Portfolio's investment manager.
THE PORTFOLIO The Lazard Funds, Inc. (the "Fund") consists
of twelve separate portfolios, only one of
which, Lazard Mortgage Portfolio (the
"Portfolio"), is being offered through this
Prospectus. The Portfolio has its own
investment objective, strategies and
risk/return profile. Because you could lose
money by investing in the Portfolio, be sure
to read all risk disclosures carefully
before investing.
You should be aware that the Portfolio:
o Is not a bank deposit
o Is not guaranteed, endorsed or
insured by any bank, financial
institution or government entity,
such as the Federal Deposit Insurance
Corporation
o Is not guaranteed to achieve its stated
goals
The minimum initial investment for
Portfolio Shares is $1,000,000.
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
LAZARD MORTGAGE PORTFOLIO
INVESTMENT OBJECTIVE The Portfolio seeks total return from a
combination of current income and capital
appreciation, along with the preservation of
capital.
PRINCIPAL INVESTMENT STRATEGIES The Portfolio invests primarily in
mortgage-related securities issued or
guaranteed by the U.S. Government, its
agencies or instrumentalities. The Portfolio
also invests in mortgage-related securities
rated, at the time of purchase, Aaa/AAA by a
nationally recognized statistical rating
organization.
PRINCIPAL INVESTMENT RISKS A security guaranteed by the U.S. Government
is guaranteed only as to principal and
interest. Neither the market value of the
security nor the Portfolio's share price is
guaranteed.
Prices of certain mortgage-related
securities tend to move inversely with
changes in interest rates. In periods of
declining interest rates, mortgages
underlying a mortgage-related security are
more likely to be prepaid, which could hurt
the Portfolio's share price or yield. Other
mortgage-related securities also are subject
to credit risks associated with the
underlying mortgage properties. These
securities may be more volatile or less
liquid than more traditional debt
securities. The value of your investment in
the Portfolio will go up and down, which
means that you could lose money.
The Portfolio is non-diversified, which
means that it may invest a greater
percentage of its assets in a particular
issuer compared to funds that are
diversified. Accordingly, its performance
may be more sensitive to changes in the
market value of a single issuer or group of
issuers.
<PAGE>
PERFORMANCE BAR CHART AND TABLE
As of the date of this prospectus, the Portfolio had not completed a year of
operations. Accordingly, no performance information is provided.
FEES AND EXPENSES
As an investor, you pay certain fees and expenses in connection with buying and
holding Portfolio shares. The following table illustrates those fees and
expenses.
Keep in mind that the Portfolio has no sales ANNUAL PORTFOLIO
charge (load). Annual Portfolio Operating OPERATING EXPENSES
Expenses are paid out of Portfolio assets, (FEES THAT ARE
and are reflected in the share price. DEDUCTED FROM
PORTFOLIO ASSETS)
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Management fees .40%
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Distribution and
Service (12b-1) fees None
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Other expenses* .86%
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Total Annual Portfolio
Operating Expenses 1.26%
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Fee Waiver and
Expense
Reimbursement** ( .61)%
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Net Operating
Expenses** .65%
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* "Other expenses" are based on estimated amounts for the current fiscal year.
* The Investment Manager has contractually agreed to waive its fee and/or
reimburse the Portfolio through December 31, 2001 to the extent Total
Annual Portfolio Operating Expenses exceed .65% of the Portfolio's
average daily net assets.
<PAGE>
EXPENSE EXAMPLE
Use the table at right to compare the Portfolio's fees and expenses with those
of other funds. It illustrates the amount of fees and expenses you would pay,
assuming the following:
o $10,000 initial investment
o 5% annual return each year
o redemption at the end of each period
o no changes in operating expenses
Because this example is hypothetical and for comparison only, your actual costs
will be higher or lower.
LAZARD MORTGAGE PORTFOLIO 1+ 3+
Year Years
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$66 $339
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+ Year 1 fees and expenses are based on the net amount pursuant to the
contractual agreement.
<PAGE>
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
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LAZARD MORTGAGE PORTFOLIO
Ticker Symbol: Not Available
INVESTMENT OBJECTIVE AND STRATEGIES
Lazard Mortgage Portfolio seeks total return from a combination of current
income and capital appreciation, along with the preservation of capital. The
Portfolio invests primarily in mortgage-related securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities. The Portfolio also
invests in mortgage-related securities rated, at the time of purchase, AAA by
Standard & Poor's Ratings Services or Aaa by Moody's Investors Service, Inc., or
the unrated equivalent as determined by the Investment Manager.
The Portfolio generally invests at least 65% of its assets in mortgage-related
securities of U.S. issuers. The Portfolio generally will invest a majority of
its assets in mortgage-related securities issued or guaranteed by the Government
National Mortgage Association (popularly called "Ginnie Maes"), the Federal
National Mortgage Association ("Fannie 3Maes") and the Federal Home Loan
Mortgage Corporation ("Freddie Macs"). Ginnie Maes are guaranteed as to timely
payment of principal and interest by the Government National Mortgage
Association and this guarantee is backed by the full faith and credit of the
U.S. Government. Fannie Maes and Freddie Macs are not backed by the full faith
and credit of the U.S. Government.
The Portfolio also may invest in other mortgage-related securities issued by
U.S. issuers. The Portfolio may invest up to 35% of its assets in other
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, AAA-rated asset-backed securities and short-term money market
instruments. In addition, the Portfolio may enter into forward roll transactions
with respect to mortgage-related securities. In a forward roll transaction, the
Portfolio sells a mortgage-related security to a financial institution and
simultaneously agrees to purchase a similar security from the institution at a
later date at an agreed upon price.
The Portfolio may engage, to a limited extent, in various investment techniques,
such as options and futures transactions and lending portfolio securities.
ADDITIONAL RISK FACTORS
A security guaranteed by the U.S. Government is guaranteed only as to principal
and interest. Neither the market value of the security nor the Portfolio's share
price is guaranteed. Prices of certain Ginnie Maes and other mortgage-related
securities tend to move inversely with changes in interest rates. While a rise
in rates may allow the Portfolio to invest for higher yields, the most immediate
effect is usually a drop in the security's price, and therefore in the
Portfolio's share price as well. As a result, the value of your investment in
the Portfolio could go up or down, which means that you could lose money.
Although the price of a Ginnie Mae or other mortgage-related security may
decline when interest rates rise, the converse is not necessarily true. In
periods of declining interest rates, the mortgages underlying a mortgage-related
security are more likely to be prepaid, which could hurt the Portfolio's share
price or yield. During periods of rapidly rising interest rates, such mortgages
may be prepaid at slower than expected rates which effectively may lengthen a
mortgage-related security's expected maturity and cause the value of the
security to fluctuate more widely in response to changes in interest rates.
Other mortgage-related securities also are subject to credit risks associated
with the underlying mortgage properties. These securities may be more volatile
and less liquid than more traditional debt securities. Forward roll transactions
involve the risk that the market value of the securities sold by the Portfolio
may decline below the securities' purchase price.
Under adverse market conditions, the Portfolio could invest some or all of its
assets in money market securities. The Portfolio would do this to avoid losses,
but this could reduce the benefit from any upswing in the market for
mortgage-related securities and may result in the Portfolio not achieving its
investment objective.
While the Portfolio may engage in options and futures transactions primarily to
hedge its portfolio, it may also use these transactions to increase returns;
however, there is the risk that these transactions sometimes may reduce returns
or increase volatility. In addition, derivatives, such as options and futures,
can be illiquid and highly sensitive to changes in their underlying security,
interest rate or index. As such, a small investment in certain derivatives could
have a potentially large impact on the Portfolio's performance.
FUND MANAGEMENT
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INVESTMENT MANAGER
Lazard Asset Management, 30 Rockefeller Plaza, New York, New York 10112, serves
as the Investment Manager of the Portfolio. The Investment Manager provides
day-to-day management of the Portfolio's investments and assists in the overall
management of the Portfolio's affairs. The Investment Manager is a division of
Lazard, a New York limited liability company, which is registered as an
investment adviser with the Securities and Exchange Commission (the
"Commission") and is a member of the New York, American and Chicago Stock
Exchanges. Lazard provides its clients with a wide variety of investment
banking, brokerage and related services. The Investment Manager and its
affiliates provide investment management services to client discretionary
accounts with assets totaling approximately $71.6 billion as of September 30,
2000. Its clients are both individuals and institutions, some of whose accounts
have investment policies similar to those of several of the Fund's other
Portfolios.
The Fund has agreed to pay the Investment Manager an investment management fee
at the annual rate of .40% of the Portfolio's average daily net asset value. The
investment management fees are accrued daily and paid monthly.
PRINCIPAL PORTFOLIO MANAGERS
The Portfolio is managed on a team basis. The principal persons who are
primarily responsible for the day-to-day management of the assets of the
Portfolio are Kenneth C. Weiss and Eric S. Silvergold (each since inception).
BIOGRAPHICAL INFORMATION OF PRINCIPAL PORTFOLIO MANAGERS
KENNETH C. WEISS. Mr. Weiss has been a Managing Director of the Investment
Manager since February 2000, when he joined the Investment Manager. Prior
thereto, he was President and Chief Executive Officer of Hyperion Capital
Management.
ERIC S. SILVERGOLD. Mr. Silvergold has been a Senior Vice President of the
Investment Manager since December 1999 (a Vice President prior to that time). He
joined the Investment Manager in April 1995.
ADMINISTRATOR
State Street Bank and Trust Company ("State Street"), located at 225 Franklin
Street, Boston, Massachusetts 02110, serves as the Portfolio's administrator.
DISTRIBUTOR
Lazard acts as distributor for the Portfolio.
CUSTODIAN
State Street acts as custodian of the Portfolio's investments.
<PAGE>
SHAREHOLDER INFORMATION
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GENERAL
Portfolio shares are sold, without a sales
charge, on a continuous basis at the net
asset value per share ("NAV") next
determined after an order in proper form is
received by the Fund's Transfer Agent,
Boston Financial Data Services, Inc., or
another authorized entity. The NAV is
determined as of the close of trading on the
floor of the New York Stock Exchange
(normally 4:00 p.m., Eastern time), on each
day the New York Stock Exchange is open for
business. The Portfolio's securities
typically are valued using available market
quotations or at fair value which may be
determined by one or more pricing services.
Debt securities having remaining maturities
of 60 days or less are valued on an
amortized cost basis unless the Board
determines that such method does not
represent fair value.
MINIMUM INVESTMENT
All purchases made by check should be in
U.S. dollars and made payable to "The Lazard
Funds, Inc." Third party checks will not be
accepted. When purchases are made by check
or periodic account investment, redemptions
proceeds will be transmitted to you promptly
upon bank clearance of your purchase check,
which may take up to 15 calendar days.
Please note that the minimum initial
investment is $1,000,000.
<PAGE>
HOW TO BUY SHARES
<TABLE>
<CAPTION>
INITIAL PURCHASE ADDITIONAL PURCHASES
<S> <C> <C>
BY MAIL 1. Complete a Purchase Application. 1. Make a check payable to "The
------- Indicate the services to be used. Lazard Funds, Inc." Write the
shareholder's account number on
the check.
2. Mail the Purchase Application and
a check for $1,000,000 or more
payable to "The Lazard Funds,
Inc." to: 2. Mail the check and the
detachable stub from the Statement
The Lazard Funds, Inc. of Account (or a letter providing
P.O. Box 9363 the account number) to the address
Boston, Massachusetts 02205-9363 set forth in Item 2 under "Initial
Attention: (Name of Portfolio) Purchase - By Mail."
BY WIRE 1. Call (800) 986-3455 toll-free from Instruct the wiring bank to
------- any state and provide the following: transmit the specified amount in
federal funds to State Street Bank
o the name of the Portfolio to and Trust Company, as instructed
be invested in in Item 2 under "Initial Purchase
- By Wire."
o name(s) in which shares are to
be registered
o address
o social security or tax
identification number
o dividend payment election
o amount to be wired
o name of the wiring bank, and
o name and telephone number of the
person to be contacted in connection
with the order.
An account number will then be assigned.
2. Instruct the wiring bank to transmit the specified
amount in federal funds, giving the wiring bank the
account name(s) and assigned account number, to State
Street Bank and Trust Company:
ABA #: 011000028
State Street Bank and Trust Company
Boston, Massachusetts
Custody and Shareholder Services Division
DDA 9905-2375
Attention: (Name of Portfolio)
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 address set forth in Item 2 under "Initial
Purchase - By Mail."
</TABLE>
<PAGE>
HOW TO SELL SHARES
GENERAL
The Fund imposes no charges when shares are sold. However, securities dealers
and other institutions may charge their clients a fee for effecting sales of
Portfolio shares. Upon receipt by the Transfer Agent, Lazard or another
authorized entity of a sale request in proper form, Portfolio shares will be
sold at their next determined NAV. (See below.)
Checks for sale proceeds ordinarily will be mailed within seven days. Where the
shares to be sold have been purchased by check, the sale proceeds will be
transmitted to you promptly upon bank clearance of your purchase check, which
may take up to 15 calendar days. Alternatively, redemption requests may be
satisfied through a transfer of in-kind portfolio securities:
SELLING SHARES
THROUGH THE TRANSFER AGENT: Shareholders who do not have a brokerage
account with Lazard should submit their sale
requests to the Transfer Agent by telephone
or mail, as follows:
TELEPHONE REDEMPTIONS: A shareholder may
redeem shares by calling the Transfer Agent.
To redeem shares by telephone, the
shareholder must have properly completed and
submitted to the Transfer Agent either a
Purchase Application authorizing such
redemption or a Telephone Redemption
Authorization Form. To place a redemption
request, or to have telephone redemption
privileges added to your account, please
call the Transfer Agent's toll-free number,
(800) 986-3455. In order to confirm that
telephone instructions for redemptions 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.
BY MAIL: 1. Write a letter of instruction to
the Fund. Indicate the dollar amount, or
number of shares to be sold, the Portfolio
name, the shareholder's account number, and
social security or taxpayer identification
number.
2. Sign the letter in exactly the same way
the account is registered. If there is more
than one owner of the account, all must
sign.
3. If shares to be sold 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 a notary
public are not acceptable. Further
documentation may be requested to evidence
the authority of the person or entity making
the sale request. In addition, all
redemption requests that include
instructions for redemption proceeds to be
sent somewhere other than the address on
file, must be signature guaranteed.
4. Mail the letter to the Transfer Agent at
the following address:
The Lazard Funds, Inc. P.O. Box 9363 Boston,
Massachusetts 02205-9363 Attention: (Name of
Portfolio)
THROUGH A LAZARD BROKERAGE
ACCOUNT: Shareholders who have a brokerage account
with Lazard should contact their account
representative for specific instructions on
how to sell Portfolio shares.
INVESTOR SERVICES AUTOMATIC REINVESTMENT PLAN allows your
dividends and capital gain distributions to
be reinvested in additional shares of your
Portfolio or another Portfolio.
EXCHANGE PRIVILEGE allows you to exchange
shares of one Portfolio that have been held
for seven days or more for shares of the
Institutional Class of another Portfolio in
an identically registered account. Shares
will be exchanged at the next determined
NAV. There is no cost associated with this
service. All exchanges are subject to the
minimum initial investment requirements.
A shareholder may exchange shares by writing
or calling the Transfer Agent. To exchange
shares by telephone, the shareholder must
have properly completed and submitted to the
Transfer Agent either a Purchase Application
authorizing such exchanges or a signed
letter requesting that the exchange
privilege be added to the account. 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.
The Fund reserves the right to limit the
number of times shares may be exchanged
between Portfolios, to reject any telephone
exchange order, or to otherwise modify or
discontinue exchange privileges at any time.
The Fund's exchange privilege is not
designed to provide investors with a means
of speculating on short-term market
movements. A pattern of frequent exchanges
can be disruptive to efficient portfolio
management and, consequently, can be
detrimental to the Portfolio's performance
and shareholders. Accordingly, if the Fund's
management determines that an investor is
following a market-timing strategy or is
otherwise engaging in excessive trading, the
Fund, with or without prior notice, may
temporarily or permanently terminate the
availability of the exchange privilege, or
reject in whole or part any exchange
request, with respect to such investor's
account. Generally, an investor who makes
more than four exchanges per Portfolio
during any 12 month period, or who makes
exchanges that appear to coincide with a
market-timing strategy, may be deemed to be
engaged in excessive trading. If an exchange
request is refused, the Fund will take no
other action with respect to the shares
until it receives further instructions from
the investor. The Fund's policy on excessive
trading applies to investors who invest in
the Portfolio directly or through financial
intermediaries.
TELEPHONE REDEMPTION allows you to redeem
shares at the net asset value next
determined after you call the Transfer Agent
with your request.
GENERAL POLICIES
The Fund reserves the right to:
o Redeem an account, with notice, if the value of the account falls
below $1,000 due to redemptions
o Suspend redemptions or postpone payments when the NYSE is closed
for any reason other than its usual weekend or holiday closings
or when trading is restricted by the SEC
o Change the required minimum investment amount
o Delay sending out redemption proceeds for up to seven days (this
usually applies to very large redemptions received without
notice, excessive trading, or during unusual market conditions)
o Make a redemption-in-kind (a payment in portfolio securities
instead of in cash) if it is determined that a redemption is too
large and/or may cause harm to the Portfolio and its shareholders
o Refuse any purchase or exchange request if such request could
adversely affect the Portfolio's NAV, including if such person or
group has engaged in excessive trading (to be determined at the
Fund's discretion)
o Close an account due to excessive trading after prior
notification
ACCOUNT POLICIES, DIVIDENDS AND TAXES
ACCOUNT STATEMENTS
You will receive quarterly statements
detailing your account activity. All
investors will also receive a yearly
statement detailing the tax characteristics
of any dividends and distributions that you
have received in your account. You will also
receive confirmations after each trade
executed in your account.
DIVIDENDS AND DISTRIBUTIONS
Income dividends are normally declared each
business day and paid monthly for the
Portfolio. Net capital gains, if any, are
normally distributed annually but may be
distributed twice annually.
Dividends and distributions of the Portfolio
will be invested in additional shares of the
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.
TAX INFORMATION
Please be aware that the following tax
information is general and refers to the
provisions of the Internal Revenue Code of
1986, as amended, which are in effect as of
the date of this Prospectus. You should
consult a tax adviser about the status of
your distributions from your Portfolio.
All dividends and short-term capital gains
distributions are generally taxable to you
as ordinary income, whether you receive the
distribution in cash or reinvest it in
additional shares. An exchange of the
Portfolio's shares for shares of another
Portfolio will be treated as a sale of the
Portfolio's shares and any gain on the
transaction may be subject to federal income
tax.
Keep in mind that distributions may be
taxable to you at different rates depending
on the length of time the Portfolio held the
applicable investment not the length of time
that you held your Portfolio shares. When
you do sell your Portfolio shares, a taxable
capital gain or loss may be realized, except
for IRA or other tax-advantaged accounts.
Federal law requires the Portfolio to
withhold taxes on distributions paid to
shareholders who:
o fail to provide a social security number
or taxpayer identification number
o fail to certify that their social
security number or taxpayer
identification number is correct
o fail to certify that they are exempt
from withholding
<PAGE>
FINANCIAL HIGHLIGHTS
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As a new Portfolio, financial highlights information is not available for the
Portfolio as of the date of this Prospectus.
For more information about the Portfolio, the following document is available
free upon request:
STATEMENT OF ADDITIONAL INFORMATION (SAI):
The SAI provides more detailed information about the Portfolio, including its
operations and investment policies. It is incorporated by reference and is
legally considered a part of this prospectus.
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YOU CAN GET A FREE COPY OF THE SAI, OR REQUEST OTHER INFORMATION AND DISCUSS
YOUR QUESTIONS ABOUT THE PORTFOLIO BY CONTACTING THE FUND AT:
THE LAZARD FUNDS, INC.
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
TELEPHONE: 1-800-823-6300
HTTP://WWW.LAZARDNET.COM
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You can review the SAI at the Public Reference Room of the Securities and
Exchange Commission in Washington, D.C. For information, call 1-202-942-8090.
You can get text-only copies:
o After paying a duplicating fee, by writing the Public Reference Section of
the Commission, Washington, D.C. 20549-6009, or by e-mail request to
[email protected].
o Free from the Commission's Website at http://www.sec.gov.
Investment Company Act file no. 811-6312
<PAGE>
THE LAZARD FUNDS, INC.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a)(1) Articles of Incorporation1
(a)(2) Articles of Amendment7
(a)(3) Articles Supplementary
(b) By-Laws1
(d)(1) Form of Investment Management Agreement between
the Registrant and Lazard Asset Management
with respect to the Lazard International Equity
Portfolio4
(d)(2) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with
respect to the Lazard International Fixed-Income
Portfolio4
(d)(3) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with respect
to the Lazard Bond Portfolio4
(d)(4) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with respect
to the Lazard Strategic Yield Portfolio4
(d)(5) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with
respect to the Lazard Small Cap Portfolio4
(d)(6) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with respect to
the Lazard Equity Portfolio4
(d)(7) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with
respect to the Lazard Emerging Market Portfolio3
(d)(8) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with
respect to the Lazard International Small Cap Portfolio3
(d)(9) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with
respect to the Lazard Global Equity Portfolio5
(d)(10) N/A
(d)(11) N/A
(d)(12) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with
respect to the Lazard Mid Cap Portfolio8
(d)(13) Form of Investment Management Agreement between the
Registrant and Lazard Asset Management with respect to
the Lazard High Yield Portfolio8
(d)(14) N/A
(e) Distribution Agreement, as revised7
(g) Form of Custodian Agreement2
(h)(1) Form of Transfer Agency and Service Agreement2
(h)(2) Form of Administration Agreement between the Registrant
and State Street Bank and Trust Company5
(i) Opinion and Consent of Counsel6
(j) Consent of Independent Auditors
(m) Distribution and Servicing Plan8
(n) N/A
(o) Rule 18f-3 Plan7
(p) Code of Ethics10
Other Exhibits:
Power of Attorney of Board Members9
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1. Incorporated by reference from Registrant's Registration Statement on
Form N-1A (file Nos. 33-40682 and 811-6312) filed with the Securities
and Exchange Commission (the "SEC") on May 20, 1991.
2. Incorporated by reference from Registrant's Pre-Effective Amendment
No. 1 filed with the SEC on July 23, 1991.
3. Incorporated by reference from Registrant's Post-Effective Amendment
No. 5 filed with the SEC on September 1, 1993.
4. Incorporated by reference from Registrant's Post-Effective Amendment
No. 6 filed with the SEC on March 31, 1994.
5. Incorporated by reference from Registrant's Post-Effective Amendment
No. 8 filed with the SEC on October 13, 1995.
6. Incorporated by reference from Registrant's Post-Effective Amendment
No. 9 filed with the SEC on December 27, 1995.
7. Incorporated by reference from Registrant's Post-Effective Amendment
No. 10 filed with the SEC on August 15, 1996.
8. Incorporated by reference from Registrant's Post-Effective Amendment
No. 15 filed with the SEC on October 31, 1997.
9. Incorporated by reference from Registrant's Post-Effective Amendment
No. 19 filed with the SEC on May 1, 2000.
10. Incorporated by reference from Registrant's Post-Effective Amendment
No. 20 filed with the SEC on August 15, 2000.
Item 24. Persons Controlled by or under Common Control with Registrant
None.
Item 25. Indemnification
Reference is made to Article EIGHTH of the Registrant's Articles of
Incorporation filed as Exhibit (a) and to Section 2-418 of the Maryland General
Corporation Law. The application of these provisions is limited by Article VIII
of the Registrant's By-Laws filed as Exhibit 2 and by the following undertaking
set forth in the rules promulgated by the SEC:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In
such event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final
adjudication of such issue.
Reference also is made to the Investment Management Agreements and the
Distribution Agreement filed as Exhibits (d) and (e), respectively.
Item 26. Business and Other Connections of Investment Advisers
The description of the Investment Manager under the Captions "Fund
Management - Investment Manager" in the Prospectus and "Management" in
the Statement of Additional Information consituting Parts A and B,
respectively, of this Registration Statement is incorporated by
reference herein. Registrant is fulfilling the requirement of this Item
26 to provide a list of the officers and directors of Lazard Freres &
Co. LLC, the Registrant's investment adviser, together with information
as to any other business, profession, vocation or employment of a
substantial nature engaged in by Lazard Freres & Co. LLC or those of
its officers and directors during the past two years, by incorporating
by reference the information contained in the Form ADV filed with the
SEC pursuant to the Investment Advisers Act of 1940 by Lazard Freres &
Co. LLC (SEC File No. 801-6568).
Item 27. Principal Underwriters
(a) Lazard Freres & Co. LLC, through its division Lazard Asset Management,
currently serves as an investment adviser or subadviser to the
following investment companies: Lazard Retirement Series, Inc.;
American AAdvantage Fund; International Equity Fund; AmSouth
International Equity Fund; Fortis Series Fund, Inc. Lazard
International Stock Series; EQ Advisors Trust Lazard Large Cap Value
Portfolio and Lazard Small Cap Value Portfolio; Frank Russell Funds
Fixed Income III Portfolio and Multistrategy Bond Portfolio; JNL Series
Trust Lazard/JNL Mid Cap Value Series and Lazard/JNL Small Cap Value
Series; The Managers Funds Managers International Equity Fund; Members
Mutual Funds Members International Stock Fund; Nationwide Investing
Foundation III Prestige Advisor Series Prestige International Fund;
Nationwide Separate Account Trust Nationwide Small Company Fund; New
Covenant Growth Fund; Pacific Select Fund Mid Cap Value Fund; The
Target Funds Target International Equity Portfolio and Target Small
Capitalization Value Portfolio; The Target Portfolio Trust Target
International Equity Portfolio and Target Small Capitalization Value
Portfolio; Prudential Diversified Funds Prudential Diversified Moderate
Growth Fund and Prudential Diversified High Growth Fund; Style Select
Series, Inc. Small-Cap Value Portfolio; TIFF Investment Program, Inc.
TIFF Emerging Markets Fund; and Travelers Series Trust Lazard
International Stock Portfolio.
(b) Registrant is fulfilling the requirement of this Item 27 by
incorporating by reference the information contained in the Form ADV
filed with the SEC pursuant to the Investment Advisers Act of 1940 by
Lazard Freres & Co. LLC (SEC File No. 801-6568) and the information
contained in the Form BD filed with the SEC pursuant to the Securities
Exchange Act of 1934 by Lazard Freres & Co. LLC (SEC File No. 8-2595).
(c) Not applicable.
Item 28. Location of Accounts and Records
The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and
the rules thereunder are maintained as follows: Journals, ledgers,
securities records and other original records are maintained primarily
at the offices of the Registrant's Custodian, State Street Bank & Trust
Company. All other records so required to be maintained are maintained
at the offices of Lazard Freres & Co. LLC, 30 Rockefeller Plaza, New
York, New York 10112.
Item 29. Management Services
Not Applicable
Item 30. Undertakings
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of the Registration Statement under Rule 485(b)
under the Securities Act of 1933 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 29th day
of December, 2000.
THE LAZARD FUNDS, INC.
(Registrant)
By: /s/Herbert W. Gullquist*
-------------------------------------
Herbert W. Gullquist, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/S/Herbert W. Gullquist* President (Principal December 29, 2000
----------------------- Executive, Financial
Herbert W. Gullquist and Accounting Officer)
and Director
/S/Norman Eig* Director December 29, 2000
--------------
Norman Eig
/s/ John J. Burke* Director December 29, 2000
------------------
John J. Burke
/s/ Lester Z. Lieberman* Director December 29, 2000
-----------------------
Lester Z. Lieberman
/s/ Richard Reiss, Jr.* Director December 29, 2000
------------------------
Richard Reiss, Jr.
/s/ John Rutledge* Director December 29, 2000
-----------------------
John Rutledge
/s/ Kenneth S. Davidson* Director December 29, 2000
------------------------
Kenneth S. Davidson
/s/ Carl Frischling* Director December 29, 2000
-----------------------
Carl Frischling
/s/ William Katz* Director December 29, 2000
----------------------
William Katz
*By:/s/ David M. Goldenberg, Esq.
------------------------
Attorney-in-fact, David M. Goldenberg, Esq.
<PAGE>
THE LAZARD FUNDS, INC.
Post-Effective Amendment No. 22 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
---------
EXHIBITS
---------
INDEX TO EXHIBITS
(a)(3) Articles Supplementary
(j) Consent of Independent Auditors
