Securities Act File No. 33-40682
Investment Company Act File No. 811-6312
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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. 20 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 20 /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 Service)
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)
X immediately upon filing pursuant to paragraph (b)
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on (DATE) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (DATE) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (DATE) pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
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THE LAZARD FUNDS, INC.
PART A and PART B were filed as part of
Registrant's
Post-Effective Amendment No. 19.
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THE LAZARD FUNDS, INC.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a)(1) Articles of Incorporation1
(a)(2) Articles of Amendment7
(a)(3) Articles Supplementary7
(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 Markets 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 Auditors9
(m) Distribution and Servicing Plan8
(n) Financial Data Schedule9
(o) Rule 18f-3 Plan7
(p) Code of Ethics
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 on May 20, 1991.
2. Incorporated by reference from Registrant's Pre-Effective Amendment
No. 1 filed with the Securities and Exchange Commission on
July 23, 1991.
3. Incorporated by reference from Registrant's Post-Effective Amendment
No. 5 filed with the Securities and Exchange Commission on
September 1, 1993.
4. Incorporated by reference from Registrant's Post-Effective Amendment
No. 6 filed with the Securities and Exchange Commission on March
31, 1994.
5. Incorporated by reference from Registrant's Post-Effective Amendment
No. 8 filed with the Securities and Exchange Commission on October
13, 1995.
6. Incorporated by reference from Registrant's Post-Effective Amendment
No. 9 filed with the Securities and Exchange Commission on December
27, 1995.
7. Incorporated by reference from Registrant's Post-Effective Amendment
No. 10 filed with the Securities and Exchange Commission on August
15, 1996.
8. Incorporated by reference from Registrant's Post-Effective Amendment
No. 15 filed with the Securities and Exchange Commission on
October 31, 1997.
9. Incorporated by reference from Registrant's Post-Effective Amendment
No. 19 filed with the Securities and Exchange Commission on May 1,
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 (b) and by the following
undertaking set forth in the rules promulgated by the Securities and Exchange
Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnificaetion 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 constituting Parts A and B,
respectively, of the Registrant's 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 the Registrant's investment adviser, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by the Registrant's
investment adviser 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 the 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 and
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 10020.
Item 29. Management Services
Not Applicable
Item 30. Undertakings
None
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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 this Amendment to the Registration Statement
pursuant to 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 15th day of August, 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 August 15, 2000
----------------------- Executive, Financial
Herbert W. Gullquist and Accounting Officer)
and Director
/S/Norman Eig* Director August 15, 2000
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Norman Eig
/s/ John J. Burke* Director August 15, 2000
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John J. Burke
/s/ Lester Z. Lieberman* Director August 15, 2000
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Lester Z. Lieberman
/s/ Richard Reiss, Jr.* Director August 15, 2000
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Richard Reiss, Jr.
/s/ John Rutledge* Director August 15, 2000
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John Rutledge
/s/ Kenneth S. Davidson* Director August 15, 2000
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Kenneth S. Davidson
/s/ Carl Frischling* Director August 15, 2000
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Carl Frischling
/s/ William Katz* Director August 15, 2000
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William Katz
*By:/s/ David M. Goldenberg, Esq.
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Attorney-in-fact, David M. Goldenberg, Esq.
EXHIBIT INDEX
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Exhibit 23(p) Code of Ethics
