EXHIBIT (a)(3)
ARTICLES SUPPLEMENTARY
THE LAZARD FUNDS, INC., a Maryland corporation having its principal
office in the State of Maryland at 300 East Lombard Street, Baltimore, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The aggregate number of shares of Common Stock that the
Corporation has authority to issue is increased by two hundred million
(200,000,000) shares of Common Stock, $.001 par value per share, with an
aggregate par value of two hundred thousand dollars ($200,000), all of which
shall be classified as shares of Lazard Mortgage Portfolio (the "Fund" and
together with the other investment portfolios of the Corporation, the "Funds"),
of which one hundred million (100,000,000) of such shares shall be Open Common
Stock and one hundred million (100,000,000) of such shares shall be
Institutional Common Stock of the Fund.
SECOND: The shares of Open Common Stock and Institutional Common Stock
of the Fund shall have the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as set forth in Article FIFTH of the Corporation's
Charter and shall be subject to all provisions of the Corporation's Charter
relating to stock of the Corporation generally, and to the following:
(1) Assets of the Corporation attributable to the Open
Common Stock and to the Institutional Common Stock of the
Fund shall be invested in the same investment portfolio.
(2) At such times (which may vary between and among the
holders of Institutional Common Stock of the Fund) as may be
determined by the Board of Directors (or, with the
authorization of the Board of Directors, by the officers of
the Corporation) in accordance with the Investment Company
Act of 1940, as amended, applicable rules and regulations
thereunder, and applicable rules and regulations of the
National Association of Securities Dealers, Inc., and
reflected in the pertinent registration statement of the
Corporation (the "Corporation's Registration Statement"),
certain of the shares of Institutional Common Stock of the
Fund may be converted automatically into shares of Open
Common Stock in the Fund based on the relative net asset
values of such classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed
by the Board of Directors (or, with the authorization of the
Board of Directors, by the officers of the Corporation) and
reflected in the Corporation's Registration Statement.
THIRD: Immediately before the increase in the aggregate number of
shares as set forth in Article FIRST hereof, the Corporation was authorized to
issue one billion five hundred fifty million (1,550,000,000) shares of stock,
all of which were shares of Common Stock, having a par value of one tenth of one
cent ($.001) each, and an aggregate par value of one million five hundred fifty
thousand dollars ($1,550,000), classified as follows:
<TABLE>
<CAPTION>
SHARES
PORTFOLIO/CLASS AUTHORIZED
--------------- ----------
<S> <C>
Lazard Bantam Value Portfolio - Institutional Common Stock 50,000,000
Lazard Bantam Value Portfolio - Open Common Stock 50,000,000
Lazard Bond Portfolio - Institutional Common Stock 50,000,000
Lazard Bond Portfolio - Open Common Stock 50,000,000
Lazard Emerging Markets Portfolio - Institutional Common Stock 50,000,000
Lazard Emerging Markets Portfolio - Open Common Stock 50,000,000
Lazard Emerging World Funds Portfolio - Institutional Common Stock 50,000,000
Lazard Emerging World Funds Portfolio - Open Common Stock 50,000,000
Lazard Equity Portfolio - Institutional Common Stock 50,000,000
Lazard Equity Portfolio - Open Common Stock 50,000,000
Lazard Global Equity Portfolio - Institutional Common Stock 50,000,000
Lazard Global Equity Portfolio - Open Common Stock 50,000,000
Lazard High Yield Portfolio - Institutional Common Stock 50,000,000
Lazard High Yield Portfolio - Open Common Stock 50,000,000
Lazard International Equity Portfolio - Institutional Common Stock 150,000,000
Lazard International Equity Portfolio - Open Common Stock 50,000,000
Lazard International Fixed-Income Portfolio - Institutional Common Stock 50,000,000
Lazard International Fixed-Income Portfolio - Open Common Stock 50,000,000
Lazard International Small Cap Portfolio - Institutional Common Stock 50,000,000
Lazard International Small Cap Portfolio - Open Common Stock 50,000,000
Lazard Mid Cap Portfolio - Institutional Common Stock 100,000,000
Lazard Mid Cap Portfolio - Open Common Stock 50,000,000
Lazard Small Cap Portfolio - Institutional Common Stock 150,000,000
Lazard Small Cap Portfolio - Open Common Stock 50,000,000
Lazard Strategic Yield Portfolio - Institutional Common Stock 50,000,000
Lazard Strategic Yield Portfolio - Open Common Stock 50,000,000
-------------
Total 1,550,000,000
=============
</TABLE>
FOURTH: As hereby increased and classified, the total number of shares
of stock which the Corporation has authority to issue is one billion seven
hundred fifty million (1,750,000,000) shares, all of which are shares of Common
Stock, with a par value of one tenth of one cent ($.001) per share, having an
aggregate par value of one million seven hundred fifty thousand dollars
($1,750,000), classified as follows:
<TABLE>
<CAPTION>
SHARES
PORTFOLIO/CLASS AUTHORIZED
--------------- ----------
<S> <C>
Lazard Bantam Value Portfolio - Institutional Common Stock 50,000,000
Lazard Bantam Value Portfolio - Open Common Stock 50,000,000
Lazard Bond Portfolio - Institutional Common Stock 50,000,000
Lazard Bond Portfolio - Open Common Stock 50,000,000
Lazard Emerging Markets Portfolio - Institutional Common Stock 50,000,000
Lazard Emerging Markets Portfolio - Open Common Stock 50,000,000
Lazard Emerging World Funds Portfolio - Institutional Common Stock 50,000,000
Lazard Emerging World Funds Portfolio - Open Common Stock 50,000,000
Lazard Equity Portfolio - Institutional Common Stock 50,000,000
Lazard Equity Portfolio - Open Common Stock 50,000,000
Lazard Global Equity Portfolio - Institutional Common Stock 50,000,000
Lazard Global Equity Portfolio - Open Common Stock 50,000,000
Lazard High Yield Portfolio - Institutional Common Stock 50,000,000
Lazard High Yield Portfolio - Open Common Stock 50,000,000
Lazard International Equity Portfolio - Institutional Common Stock 150,000,000
Lazard International Equity Portfolio - Open Common Stock 50,000,000
Lazard International Fixed-Income Portfolio - Institutional Common Stock 50,000,000
Lazard International Fixed-Income Portfolio - Open Common Stock 50,000,000
Lazard International Small Cap Portfolio - Institutional Common Stock 50,000,000
Lazard International Small Cap Portfolio - Open Common Stock 50,000,000
Lazard Mid Cap Portfolio - Institutional Common Stock 100,000,000
Lazard Mid Cap Portfolio - Open Common Stock 50,000,000
Lazard Small Cap Portfolio - Institutional Common Stock 150,000,000
Lazard Small Cap Portfolio - Open Common Stock 50,000,000
Lazard Strategic Yield Portfolio - Institutional Common Stock 50,000,000
Lazard Strategic Yield Portfolio - Open Common Stock 50,000,000
Lazard Mortgage Portfolio - Institutional Common Stock 100,000,000
Lazard Mortgage Portfolio - Open Common Stock 100,000,000
-------------
Total 1,750,000,000
=============
</TABLE>
FIFTH: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.
SIXTH: The Board of Directors of the Corporation increased the total
number of shares of capital stock that the Corporation has authority to issue
pursuant to Section 2-105(c) of the Maryland General Corporation Law and
classified the increased shares pursuant to authority provided in the
Corporation's Charter.
The undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to the
best of his knowledge, information and belief, the matters and facts with
respect to authorization and approval set forth in these Articles are true in
all material respects and that this statement is made under penalties of
perjury.
<PAGE>
IN WITNESS WHEREOF, The Lazard Funds, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf by its Vice President
and witnessed by its Treasurer on December 28, 2000.
THE LAZARD FUNDS, INC.
By: /s/ David M. Goldenberg
-------------------------------
David M. Goldenberg,
Vice President and Secretary
Witness:
/s/ Bernard J. Grzelak
-----------------------
Bernard J. Grzelak,
Treasurer
