COVER 10 c33256_cover.txt JANNA MANES 212-806-6141 JMANES@STROOCK.COM December 3, 2004 U.S. Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549-0505 Attn: Keith A. O'Connell, Esq. Re: The Lazard Funds, Inc. (Registration Nos: 811-06312; 33-40682) -------------------------------------- Ladies and Gentlemen: On behalf of The Lazard Funds, Inc. (the "Fund"), transmitted for filing under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"), is Post-Effective Amendment No. 31 (the "Amendment") to the Fund's Registration Statement on Form N-1A (the "Registration Statement"). The Amendment is marked to show changes made in response to comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") on amendment No. 30 to the Registration Statement filed with the Commission on October 15, 2004 that were provided to me by Mr. Keith A. O'Connell of the Staff via telephone on November 24, 2004. For the convenience of the Staff, those comments have been restated below in their entirety, and the Fund's response is set out immediately following each comment. PRINCIPAL INVESTMENT STRATEGIES 1. COMMENT: Clarify that the 80% policy pursuant to Rule 35d-1 under the 1940 Act applies to equity securities of U.S. companies. Please make the same clarification in the description of the Fund's investment restrictions in the statement of additional information. RESPONSE: The requested changes have been made. STATEMENT OF ADDITIONAL INFORMATION--MANAGEMENT 2. COMMENT: Please describe in further detail the decisions reached by the Board that formed the basis for the decision to approve the Management Agreements. See SEC Release No. IC-26418. RESPONSE: Further detail has been added to the description of the Management Agreement approval process. TANDY REPRESENTATION 3. COMMENT: We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the Staff to be certain that they have provided all information investors require. Since the Fund and its management are in possession of all facts relating to the Fund's disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the Fund acknowledging that: o the Fund is responsible for the adequacy and accuracy of the disclosure in the filings; o Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and o the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the Staff of the Division of Investment Management in connection with our review of your filing or in response to our comments on your filing. RESPONSE: The requested statement from the Fund is filed with this letter. * * * * * Pursuant to paragraph (b)(4) of Rule 485 under the 1933 Act, attached is a letter from our firm as counsel to Fund. Please contact the undersigned regarding any questions or comments on the Amendment. Very truly yours, /s/ Janna Manes __________________ Janna Manes Encls. [STROOCK] December 3, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We are counsel to The Lazard Funds, Inc. (the "Fund") and in so acting have reviewed Post-Effective Amendment No. 31 (the "Post-Effective Amendment") to the Fund's Registration Statement on Form N-1A, Registration File No. 33-40682. Representatives of the Fund have advised us that the Fund will file the Post-Effective Amendment pursuant to paragraph (b) of Rule 485 ("Rule 485") promulgated under the Securities Act of 1933, as amended. In connection therewith, the Fund has requested that we provide this letter. In our examination of the Post-Effective Amendment, we have assumed the conformity to the originals of all documents submitted to us as copies. Based upon the foregoing, we hereby advise you that the prospectus and statement of additional information included as part of the Post-Effective Amendment do not include disclosure which we believe would render it ineligible to become effective pursuant to paragraph (b) of Rule 485. Very truly yours, STROOCK & STROOCK & LAVAN LLP December 3, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mr. Keith A. O'Connell, Esq. Re: The Lazard Funds, Inc. (Registration Nos: 811-06312; 33-40682) -------------------------------------- Ladies and Gentlemen: At the request of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), the undersigned Registrant acknowledges the following: o the Registrant is responsible for the adequacy and accuracy of the disclosure in the filings; o Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and o the Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, The Lazard Funds, Inc. By: /s/ Nathan A. Paul ------------------ Nathan A. Paul Vice President