THE LAZARD FUNDS, INC.

                                 RULE 18f-3 PLAN

     Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.

     The Board of The Lazard Funds, Inc. (the "Fund"), including a majority of
the Board members who are not "interested persons" (as defined in the 1940 Act),
which desires to offer multiple classes with respect to each series of the Fund
listed on Schedule A attached hereto, as such Schedule may be revised from time
to time, has determined that the following plan is in the best interests of each
class individually and the Fund as a whole:

     1. CLASS DESIGNATION: Fund shares shall be divided into Institutional
Shares and Open Shares.

     2. DIFFERENCES IN SERVICES: The services offered to shareholders of each
Class shall be substantially the same, except for certain services provided to
Open Shares pursuant to a Distribution and Servicing Plan.

     3. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Institutional Shares and Open
Shares shall be offered at net asset value. Neither Class shall be subject to
any front-end or contingent sales charges.

     Open Shares shall be subject to an annual distribution and servicing fee at
the rate of .25% of the value of the average daily net assets of the Open Class
pursuant to a Distribution and Servicing Plan adopted in accordance with Rule
12b-1 under the 1940 Act.



     4. EXPENSE ALLOCATION. The following expenses shall be allocated, to the
extent practicable, on a Class-by-Class basis: (a) fees under the Distribution
and Servicing Plan; (b) transfer agent fees identified by the Fund's transfer
agent as being attributable to a specific Class; (c) litigation or other legal
expenses relating solely to a specific Class; and (d) fees and expenses of an
administration that are identified and approved by the Fund's Board as being
attributable to a specific Class.

Dated:  July 23, 1996

                                      -2-


                                   SCHEDULE A

Name of Portfolio
----------------------
Lazard Bond Portfolio
Lazard Emerging Markets Portfolio
Lazard Equity Portfolio
Lazard Global Equity Portfolio
Lazard High Yield Portfolio
Lazard International Equity Portfolio
Lazard International Equity Select Portfolio
Lazard International Fixed-Income Portfolio
Lazard International Small Cap Portfolio
Lazard Mid Cap Portfolio
Lazard Mortgage Portfolio
Lazard Small Cap Portfolio
Lazard Strategic Yield Portfolio

Revised:  April 26, 2001

                                      A-1