Exhibit 99(d)(2)

LAZARD ASSET MANAGEMENT LLC

30 Rockefeller Plaza

New York, New York 10112

August 15, 2013

The Lazard Funds, Inc.

30 Rockefeller Plaza

New York, New York 10112

Re: Letter of Agreement

Ladies and Gentlemen:

Lazard Asset Management LLC (“LAM”), intending to be legally bound, hereby confirms its agreement as follows in respect of each of the portfolios (each, a “Portfolio”) of The Lazard Funds, Inc. (the “Fund”) set forth on Schedule A hereto:

For the  respective periods set forth on Schedule A hereto, if the aggregate direct expenses of a Portfolio, exclusive of taxes, brokerage, interest on borrowings, fees and expenses of “Acquired Funds” (as defined in Form N-1A) and extraordinary expenses, and excluding shareholder redemption fees or other transaction fees, but including the management fee stated in the Investment Management Agreement between LAM and the Fund, on behalf of the Portfolios (the “Investment Management Agreement”), exceed the percentage of the value of the Portfolio’s average daily net assets set forth opposite the Portfolio’s name on Schedule A hereto, the Fund, on behalf of the Portfolio, may deduct from the payment to be made to LAM under the Investment Management Agreement, or LAM will bear, such excess expense.

This Agreement is effective immediately. This Agreement may only be amended by agreement of the Fund and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

LAZARD ASSET MANAGEMENT LLC
By:
	Gerald Mazzari
	Managing Director

Accepted and Agreed To:

THE LAZARD FUNDS, INC.,

on behalf of each of the Portfolios

set forth on Schedule A hereto

By:
	Stephen St. Clair
	Treasurer

SCHEDULE A

	Maximum Total Portfolio
	Operating Expenses
	(as a percentage of
	average daily net assets)
Name of Portfolio	Institutional Shares	Open Shares
From May 1, 2013 through April 30, 2014
Lazard US Equity Concentrated Portfolio	0.95%	1.25%
Lazard US Strategic Equity Portfolio	0.75%	1.05%
Lazard US Mid Cap Equity Portfolio	1.05%	1.35%
Lazard US Small-Mid Cap Equity Portfolio	1.15%	1.45%
Lazard International Equity Portfolio	1.05%	1.35%
Lazard International Strategic Equity Portfolio	1.15%	1.45%
Lazard International Small Cap Equity Portfolio	1.13%	1.43%
Lazard Emerging Markets Equity Portfolio	1.30%	1.60%
Lazard Developing Markets Equity Portfolio	1.30%	1.60%
Lazard Emerging Markets Equity Blend Portfolio	1.30%	1.60%
Lazard Emerging Markets Debt Portfolio	1.00%	1.30%
Lazard US Corporate Income Portfolio	0.55%	0.85%
Lazard US Short Duration Fixed Income Portfolio	0.40%	0.70%
Lazard Global Fixed Income Portfolio	0.80%	1.10%
Lazard Capital Allocator Opportunistic  Strategies Portfolio	1.02%	1.32%
Lazard Multi-Asset Targeted Volatility Portfolio	0.90%	1.20%
From May 1, 2013 through April 30, 2023
Lazard Global Listed Infrastructure Portfolio	1.30%	1.60%
Lazard International Equity Select Portfolio	1.15%	1.45%
Lazard Emerging Markets Multi-Strategy Portfolio	1.30%	1.60%
From May 1, 2014 through April 30, 2023
Lazard US Equity Concentrated Portfolio	1.10%	1.40%
Lazard Emerging Markets Debt Portfolio	1.10%	1.40%
June 28, 2013 through June 27, 2014
Lazard Explorer Total Return Portfolio	1.30%	1.60%
August 15, 2013 through April 30, 2016
Lazard US Realty Income Portfolio	1.00%	1.30%
Lazard Global Realty Equity Portfolio	1.15%	1.45%

August 15, 2013 through April 30, 2023
Lazard US Realty Equity Portfolio	1.05%	1.35%
October 31, 2013 through October 31, 2014
Lazard Emerging Markets Core Equity Portfolio	1.30%	1.60%