DISTRIBUTION AGREEMENT

                  AGREEMENT made as of May 5, 2005, between The Lazard Funds,
Inc., a Maryland corporation (the "Fund"), and Lazard Asset Management
Securities LLC, a New York limited liability company (the "Distributor").

                              W I T N E S S E T H:

                  WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), authorized to reclassify and issue any unissued shares to any number of
additional classes or series, each having its own investment objective, policies
and restrictions (each such class to be hereinafter referred to as a
"Portfolio"), and it is in the interest of the Fund to offer the shares of each
Portfolio for sale continuously;

                  WHEREAS, the Fund and the Distributor wish to enter into an
agreement with each other with respect to the continuous offering of shares of
$.001 par value common stock of the Fund (the "Common Stock") representing
interests in each Portfolio, to commence after the effectiveness of the Fund's
registration statement filed pursuant to the Securities Act of 1933, as amended
(the "1933 Act"), and the 1940 Act.

                  NOW, THEREFORE, the parties agree as follows:

                  Section 1. APPOINTMENT OF THE DISTRIBUTOR. The Fund hereby
appoints the Distributor as its exclusive agent to sell and to arrange for the
sale of the shares of Common Stock of each Portfolio, including both issued
shares and authorized but unissued shares, on the terms and for the period set
forth in this Agreement and the Distributor hereby accepts such appointment and
agrees to act hereunder.

                  Section 2.  SERVICES AND DUTIES OF THE DISTRIBUTOR.

                  (a) The Distributor agrees to sell, as agent for the Fund,
from time to time during the term of this Agreement, the Common Stock of each
Portfolio upon the terms described in the Prospectus. As used in this Agreement,
the term "Prospectus" shall mean the prospectus included as part of the Fund's
registration statement, as such Prospectus may be amended or supplemented from
time to time, and the term "Registration Statement" shall mean the Registration
Statement most recently filed from time to time by the Fund with the Securities
and Exchange Commission and effective under the 1933 Act and the 1940 Act, as
such Registration Statement is amended by any amendments thereto at the time in
effect.

                  (b) Upon the commencement of each Portfolio's operations, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of shares of the Common Stock of the Portfolio and
will accept such orders on behalf of the Fund as of the time of receipt of such
orders and will transmit such orders as are so accepted to the Fund's transfer
and dividend disbursing agent as promptly as practicable. Purchase orders shall
be deemed effective at the time and in the manner set forth in the Prospectus.

                  (c) The offering price of shares of the Common Stock of each
Portfolio shall be the net asset value (as determined as set forth in the
Prospectus) per share of the Common Stock next determined following receipt of
an order, plus postage and other charges, if any, determined as set forth in the
Prospectus. The Fund shall furnish the Distributor, with all possible
promptness, an advice of each computation of the net asset value of each
Portfolio.





                  (d) The Distributor shall not be obligated to sell any certain
number of shares of the Common Stock of any Portfolio and nothing herein
contained shall prevent the Distributor from entering into like distribution
arrangements with other investment companies so long as the performance of its
obligations hereunder is not impaired thereby.

                  (e) The Distributor is authorized on behalf of the Fund to
purchase shares of the Common Stock of any Portfolio presented to it by dealers
at the price determined in accordance with, and in the manner set forth in, the
Prospectus.

                  Section 3.  DUTIES OF THE FUND.

                  (a) The Fund agrees to sell shares of the Common Stock of any
Portfolio so long as Common Stock is available for sale; and to deliver
certificates for, or cause the Fund's transfer and dividend disbursing agent to
issue non-negotiable share deposit receipts evidencing, such shares of Common
Stock registered in such names and amounts as the Distributor has requested in
writing, as promptly as practicable after receipt by the Fund of the net asset
value thereof and written request of the Distributor therefor.

                  (b) The Fund shall keep the Distributor fully informed with
regard to its affairs and shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of shares of the
Common Stock of the Portfolios, and this shall include one certified copy, upon
request by the Distributor, of all financial statements prepared for the Fund by
independent accountants and such reasonable number of copies of its most current
Prospectus and annual and interim reports as the Distributor may request and
shall cooperate fully in the efforts of the Distributor to sell and arrange for
the sale of shares of the Common Stock of the Portfolios and in the performance
of the Distributor under this Agreement.

                  (c) The Fund shall take, from time to time, all necessary
action to fix the number of authorized shares of Common Stock and such steps,
including payment of the related filing fee, as may be necessary to register the
same under the 1933 Act to the end that there will be available for sale such
number of shares of Common Stock as the Distributor may be expected to sell. The
Fund agrees to file from time to time such amendments, reports and other
documents as may be necessary in order that there may be no untrue statement of
a material fact in the Registration Statement or Prospectus, or necessary in
order that there may be no omission to state a material fact in the Registration
Statement or Prospectus which omission would make the statements therein
misleading.

                  Section 4.  EXPENSES.

                  (a) The Fund shall bear all costs and expenses of the
continuous offering of its shares of Common Stock in connection with: (i) fees
and disbursements of its counsel and independent accountants; (ii) the
preparation, filing and printing of any Registration Statements and/or
Prospectuses required by and under the federal securities laws; and (iii) the
preparation and mailing of annual and interim reports, Prospectuses and proxy
materials to stockholders.

                  (b) The Distributor shall bear (i) the costs and expenses of
preparing, printing and distributing any materials not prepared by the Fund and
other materials used by the Distributor in connection with its offering of
shares of Common Stock for sale to the public, including the additional cost of
printing copies of the Prospectus and of annual and interim reports to
stockholders other than copies thereof required for distribution to stockholders
or for filing with any federal securities authorities, (ii) any expenses of
advertising and promotion incurred by the Distributor in connection with such


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offering and (iii) the expenses of registration or qualification of the
Distributor as a broker or dealer under federal or state laws and the expenses
of continuing such registration or qualification.

                  Section 5.  INDEMNIFICATION.

                  (a) The Fund will indemnify and hold harmless the Distributor
and each person, if any, who controls the Distributor within the meaning of the
1940 Act against any losses, claims, damages or liabilities to which the
Distributor or such controlling person may become subject, under the 1940 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Fund's Registration
Statement, Prospectus or any other written sales material prepared by the Fund
which is utilized by the Distributor in connection with the sale of shares of
Common Stock or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or (in the case
of the Registration Statement and Prospectus) necessary to make the statements
therein not misleading or (in the case of such other sales material) necessary
to make the statements therein not misleading in the light of the circumstances
under which they were made; and will reimburse the Distributor and each such
controlling person for any legal or other expenses reasonably incurred by the
Distributor or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the Fund will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such Registration Statement or Prospectus in conformity with written information
furnished to the Fund by the Distributor specifically for use therein; and
PROVIDED, FURTHER, that nothing herein shall be so construed as to protect the
Distributor against any liability to the Fund or its security holders to which
the Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of the
reckless disregard ("disabling conduct") by the Distributor of its obligations
and duties under this Agreement. This indemnity agreement will be in addition to
any liability which the Fund may otherwise have. Any indemnification hereunder
(unless ordered by a court) shall be made by the Fund only as authorized in the
specific case upon a determination that indemnification of the Distributor is
proper in the circumstances and that the Distributor is not liable by reason of
disabling conduct. Such determination shall be made (i) by the Board of
Directors, by a majority vote of a quorum which consists of Directors who are
neither "interested persons" of the Fund as defined in Section 2(a)(19) of the
1940 Act nor parties to the proceeding, or (ii) if the required quorum is not
obtainable or if a quorum of such Directors so directs, by independent legal
counsel in a written opinion.

                  (b) The Distributor will indemnify and hold harmless the Fund,
each of its directors and officers and each person, if any, who controls the
Fund within the meaning of the 1940 Act, against any losses, claims, damages or
liabilities to which the Fund or any such director, officer or controlling
person may become subject, under the 1940 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, Prospectus or any sales
material not prepared by the Fund which is utilized in connection with the sale
of shares of Common Stock or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or (in the case of the Registration Statement and Prospectus) necessary to make
the statements therein not misleading or (in the case of such other sales
material) necessary to make the statements therein not misleading in the light
of the circumstances under which they were made, in the case of the Registration
Statement and Prospectus to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in conformity with written information furnished to the Fund by the Distributor
specifically for use therein; and the Distributor will reimburse any legal or
other expenses reasonably incurred by the Fund or any such director, officer or
controlling person in connection with investigating or defending any such loss,
claim,


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damage, liability or action. This indemnity agreement will be in addition to any
liability which the Distributor may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
liability which it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

                  Section 6. COMPLIANCE WITH SECURITIES LAWS. The Fund
represents that it is registered as an open-end management investment company
under the 1940 Act, and agrees that it will comply with all of the provisions of
the 1940 Act and of the rules and regulations thereunder. The Fund and the
Distributor each agree to comply with all of the applicable terms and provisions
of the 1940 Act and the 1933 Act. The Distributor agrees to comply with all of
the applicable terms and provisions of the Securities Exchange Act of 1934, as
amended.

                  Section 7. SUSPENSION OF SALES. The Fund shall have the right
to suspend the sales of shares of the Common Stock of one or more Portfolios and
the authority of the Distributor to accept orders for shares of the Common Stock
of any such Portfolio if the Board of Directors of the Fund determines that it
is in the best interest of the Fund or the Portfolio to do so. In that event,
the Distributor may make such sales as are necessary to cover unconditional
orders accepted by it prior to the suspension.

                  Section 8. DURATION AND TERMINATION OF THIS AGREEMENT. This
Agreement shall continue in full force and effect until the earlier of (a)
December 31, 2006 or (b) the first meeting of the shareholders of the Fund after
the date hereof. If approved at such meeting by the affirmative vote of a
majority of the outstanding voting securities of the Fund (as defined by the
1940 Act), this Agreement shall continue in full force and effect from year to
year thereafter if such continuance is approved in the manner required by the
1940 Act and the Distributor shall not have notified the Fund in writing at
least 60 days prior to the anniversary date of the previous continuance that it
does not desire such continuance. This Agreement may be terminated at any time,
without payment of penalty by the Fund, on 60 days' written notice to the
Distributor by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund (as defined by the
1940 Act). This Agreement shall automatically terminate in the event of its
assignment (as defined by the 1940 Act).

                  Section 9. AMENDMENTS OF THIS AGREEMENT. This Agreement may be
amended by the parties only if such amendment is specifically approved by (i)
the Board of Directors of the Fund, and (ii) a majority of those Directors of
the Fund who are not parties to this Agreement or interested persons of any such
party and who have no direct or indirect financial interest in this Agreement,
cast in person at a meeting called for the purpose of voting on such approval.

                  Section 10. NOTICES. Any notice required to be given pursuant
to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (l) to the Distributor at 30 Rockefeller
Plaza, New York, New York 10112, Attention: Secretary or (2) to the Fund at 30
Rockefeller Plaza, New York, New York 10112, Attention: President.


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                  Section 11. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                          LAZARD ASSET MANAGEMENT SECURITIES LLC

                          By:      _________________________________


                          THE LAZARD FUNDS, INC.

                          By:      __________________________________

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