Securities Act File No. 33-40682
Investment Company Act File No. 811-06312
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | S |
| Post-Effective Amendment No. 92 | S |
and
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | S |
| Amendment No. 92 | S |
(Check appropriate box or boxes)
THE LAZARD FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
(212) 632-6000
(Registrant’s Telephone Number, including Area Code)
30 Rockefeller Plaza, New York, New York 10112
(Address of Principal Executive: Number, Street, City, State, Zip Code)
Nathan A. Paul, Esq.
30 Rockefeller Plaza
New York, New York 10112
(Name and Address of Agent for Services)
Copy to:
Janna Manes, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
It is proposed that this filing will become effective (check appropriate box)
| £ | immediately upon filing pursuant to paragraph (b) |
| S | on September 30, 2014 pursuant to paragraph (b) |
| £ | 60 days after filing pursuant to paragraph (a)(1) |
| £ | on (DATE) pursuant to paragraph (a)(1) |
| £ | 75 days after filing pursuant to paragraph (a)(2) |
| £ | on (DATE) pursuant to paragraph (a)(2) of Rule 485. |
| If appropriate, check the following box: | |
| £ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Lazard Funds Prospectus
September 30, 2014
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Institutional |
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R6 |
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Alternatives |
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Lazard Master Alternatives Portfolio |
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The Securities and Exchange Commission has not approved or disapproved the shares described in this Prospectus or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Lazard Funds Table of Contents
2
Carefully review this important section for
2
information on the Portfolio’s investment
objective and fees and a summary of the
Portfolio’s principal investment strategies
and risks.
9
Additional Information About Principal Investment Strategies
and
Review this section for additional information
on the Portfolio’s principal investment
strategies and risks.
11
Review this section for details on the people and
11
organizations who oversee the Portfolio.
11
11
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12
Review this section for details on how shares
12
are valued, how to purchase, sell and exchange
13
shares, related charges and payments of
15
dividends and distributions.
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Where to learn more about the Portfolio. Prospectus1
Lazard Funds Summary Section Lazard Master Alternatives Portfolio Investment Objective The Portfolio seeks long-term capital appreciation. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio, a series of The Lazard Funds, Inc. (the “Fund”).
Institutional
Open
R6 Shareholder Fees (fees paid directly from your investment) 1.00%
1.00%
1.00%
Annual Portfolio Operating Expenses (expenses that you pay each year as a
Management Fees
1.40%
1.40%
1.40%
Distribution and Service (12b-1) Fees
None
.25%
None Other Expenses*
.91%
.91%
.91% Remainder of Other Expenses
.34%
.39%
.34% Total Other Expenses
1.25%
1.30%
1.25%
Total Annual Portfolio Operating Expenses
2.65%
2.95%
2.65%
Fee Waiver and Expense Reimbursement**
.04%
.09%
.09%
Total Annual Portfolio Operating Expenses After Fee Waiver and Expense Reimbursement**
2.61%
2.86%
2.56%
*
“Other Expenses” are based on estimated amounts for the current fiscal year.
**
Reflects a contractual agreement by Lazard Asset Management LLC (the “Investment Manager”) to waive its fee and, if necessary, reimburse the Portfolio through September 30, 2016 to the extent Total Annual Portfolio Operating Expenses exceed 1.70%, 1.95% and 1.65% of the average daily net assets of the Portfolio’s Institutional Shares, Open Shares and R6 Shares, respectively, exclusive of
taxes, brokerage, interest on borrowings, dividend and interest expenses on securities sold short, fees and expenses of “Acquired Funds” and extraordinary expenses, and excluding shareholder redemption fees or other transaction fees. This agreement can only be amended by agreement of the Fund, upon approval by the Fund’s Board of Directors (the “Board”), and the Investment Manager to
lower the net amount shown and will terminate automatically in the event of termination of the Investment Management Agreement between the Investment Manager and the Fund, on behalf of the Portfolio.
Example This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same, giving
effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years Institutional Shares
$
264
$ 816 Open Shares
$
289
$ 895 R6 Shares
$
259
$ 806 Portfolio Turnover The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected
in annual portfolio operating expenses or in the Example, affect the Portfolio’s performance. Because the Portfolio had not commenced investment operations prior to the date of this Prospectus, no portfolio turnover information is presented. 2Prospectus
Shares
Shares
Shares
Redemption Fee (as a % of amount redeemed,
on shares owned for 30 days or less)
percentage of the value of your investment)
Dividend and Interest Expenses on Securities Sold Short
Principal Investment Strategies The Portfolio management
team utilizes an asset allocation investment strategy whereby the Portfolio's assets are invested dynamically in a number
of alternative investment strategies managed by different portfolio management teams of the Investment Manager
(“Investment Strategies”). The Portfolio invests its assets primarily using four Investment Strategies: (1) global equity long/short; (2) US equity long/short; (3) Japanese equity long/short and (4) relative value convertible securities. The weightings of each Investment Strategy will change over time. At any given time the Portfolio’s assets may
not be allocated to all Investment Strategies and/or a significant portion of the Portfolio’s assets may be allocated to one Investment Strategy. The investment approach and process for each Investment Strategy is as follows: Each Investment Strategy selects securities and investments independently, pursuant to the investment process, philosophy and approach of the portfolio management team of the Investment Strategy.
• The global equity long/short strategy seeks attractive risk-adjusted performance through a bottom-up stock selection process supported by fundamental research combined with a defined approach to hedging risk. This strategy seeks to invest long in equity securities of companies that the portfolio
management team believes have high sustainable or improving financial productivity and compelling valuations and to sell short companies that possess the opposite characteristics. The strategy typically invests the majority of its assets outside of the US.
• The US equity long/short strategy seeks to achieve attractive risk-adjusted returns through long positions in equity securities of companies with strong and/or improving financial productivity that have attractive valuations, and short positions in equity securities of companies viewed to possess deteriorating
fundamentals, unattractive valuations or other qualities warranting a short position. Short positions may also be employed as a sector or market hedge. Although the strategy’s investment focus is US companies, the strategy also may invest in non-US companies, including depositary receipts and shares.
•
The Japanese equity long/short strategy seeks to achieve long-term capital appreciation by investing long and short in a diversified portfolio of Japanese equities. This strategy generally seeks to take long positions in securities that the portfolio management team believes will go up in absolute value and take
short positions in securities that the team believes will go down in absolute value.
• The relative value convertible securities strategy is a long biased strategy investing in convertible fixed income and preferred securities (including those rated below investment grade (“junk”)), with the objectives of current income and long-term capital appreciation. Bottom up fundamental credit, equity and
quantitative analysis is used in conjunction with top down macroeconomic analysis to identify individual securities that the portfolio management team believes offer compelling value versus comparable risk return. The strategy utilizes a relative return approach, focusing on securities convertible into equity
securities that are considered to have low volatility, with a small/mid cap tilt. The strategy utilizes selective strategy level and position level hedges to seek to minimize macro risk and interest rate risk. The strategy may invest in convertible fixed income and preferred securities of any maturity. Convertible
securities generally are expected to have maturities between five and seven years at the time of investment. Preferred securities generally are of perpetual maturities, callable at various points determined by the issuer. The Portfolio will generally have short positions through selling securities “short” and through investments in derivative instruments, principally swap agreements on individual securities, and may use short positions to seek to increase returns or to reduce risk. A short sale involves the sale of a security that the
Portfolio does not own in the expectation of purchasing the same security (or a security exchangeable therefor) at a later date and at a lower price and profiting from the price decline. Similarly, when taking short positions with respect to securities through investments in derivative instruments, the Investment
Manager is expecting the value of such securities to fall during the period of the Portfolio’s investment exposure. In addition, the Investment Strategies may, but are not required to, invest in exchange traded funds (“ETFs”), Prospectus3
enter into futures and forward currency contracts and equity, interest rate, credit default and currency swap agreements; and write put and call options on securities (including ETFs), indexes and
currencies, for hedging purposes or to seek to increase returns. It is expected that the Portfolio will buy and sell securities, and take short positions in securities, frequently in connection with implementing its investment strategy. Principal Investment Risks The value of your investment in the Portfolio will fluctuate, which means you could lose money. Short Position Risk. Short positions in equity securities may involve substantial risks. If a short position appreciates in value during the period of the Portfolio’s investment, there will be a loss to the Portfolio that could be substantial. Short positions involve more risk than long positions because the maximum
sustainable loss on a security purchased is limited to the amount paid for the security plus the transaction costs. However, the Portfolio’s potential loss on a short position is unlimited because, theoretically, there is no limit to the potential price increase of a security. Convertible Securities Risk. The market value of convertible securities generally performs like that of non-convertible fixed income securities; that is, their prices move inversely with changes in interest rates (i.e., as interest rates go up, prices go down). In addition, convertible securities are subject to the risk
that the issuer will not make interest or principal payments, or will not make payments on a timely basis. If there is a decline, or perceived decline, in the credit quality of a convertible security, the security’s value could fall, potentially lowering the Portfolio’s share price. Since it derives a portion of its value
from the common stock into which it may be converted, a convertible security also is subject to the same types of market and issuer risks that apply to the underlying common stock. Fixed-Income and Debt Securities Risk. While fixed-income securities are designed to produce a stable stream of income, their prices move inversely with changes in interest rates (i.e., as interest rates go up, prices go down). Interest rate risk is usually greater for fixed-income securities with longer maturities
or effective durations. Other risk factors could have an effect on the Portfolio’s performance, including:
•
if an issuer fails to make timely interest or principal payments (known as credit risk)
•
if there is a decline, or a perceived decline, in the credit quality of a fixed-income security (or any guarantor of payment on such security) the security’s value could fall, potentially lowering the Portfolio’s share price
•
during unusual market conditions, the Portfolio may not be able to sell certain securities at the time and price it would like Any investments in lower-rated, higher-yielding securities are subject to greater credit risk than its higher rated investments. Non-investment grade securities (“junk bonds”) tend to be more volatile, less liquid and are considered speculative. Some fixed-income securities may give the issuer the option to call, or redeem, the securities before their maturity. If securities held by the Portfolio are called during a time of declining interest rates (which is typically the case when issuers exercise options to call outstanding securities), the Portfolio may have to
reinvest the proceeds in an investment offering a lower yield (and the Portfolio may not fully benefit from any increase in the value of its portfolio holdings as a result of declining interest rates). Adjustable rate securities provide the Portfolio with a certain degree of protection against rises in interest rates, although such securities will participate in any declines in interest rates as well. Certain adjustable rate securities, such as those with interest rates that fluctuate directly or indirectly based on multiples
of a stated index, are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield and possibly loss of principal. Certain fixed-income securities may be issued at a discount from their face value (such as zero coupon securities) or purchased at a
price less than their stated face amount or at a price less than their issue price plus the portion of “original issue discount” previously accrued thereon, i.e., purchased at a “market discount.” The amount of original issue discount and/or market discount on certain obligations may be significant, and accretion of market discount together with 4Prospectus
original issue discount will
cause the Portfolio to realize income prior to the receipt of cash payments with respect to these securities. Preferred Securities Risk. There are various risks associated with investing in preferred securities, including credit risk; interest rate risk; deferral and omission of distributions; subordination; call and reinvestment risk; limited liquidity; and limited voting rights. In addition, unlike common stock, participation in
the growth of an issuer may be limited.
•
Credit risk is the risk that a security held by the Portfolio will decline in price or the issuer of the security will fail to make dividend, interest or principal payments when due because the issuer experiences a decline in its financial status.
•
Interest rate risk is the risk that securities will decline in value because of changes in market interest rates. When market interest rates rise, the market value of such securities generally will fall. Securities with longer periods before maturity or effective durations may be more sensitive to interest rate changes.
•
Preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer.
•
Preferred securities are generally subordinated to bonds and other debt instruments in an issuer’s capital structure in terms of having priority to corporate income, claims to corporate assets and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.
•
During periods of declining interest rates, an issuer may be able to exercise an option to call, or redeem, its issue at par earlier than the scheduled maturity, which is generally known as call risk. If this occurs during a time of lower or declining interest rates, the Portfolio may have to reinvest the proceeds in
lower yielding securities (and the Portfolio may not benefit from any increase in the value of its portfolio holdings as a result of declining interest rates). This is known as reinvestment risk.
•
Certain preferred securities may be substantially less liquid than many other securities, such as common stocks or US Government securities. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the Portfolio or at prices approximating the value at which the
Portfolio is carrying the securities on its books.
•
Generally, traditional preferred securities offer no voting rights with respect to the issuer unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, once all the arrearages have
been paid, the preferred security holders no longer have voting rights. Hybrid-preferred security holders generally have no voting rights. Swap Agreements and Other Derivatives Risk. Swap agreements and other derivatives transactions, including those entered into for hedging purposes, may reduce returns or increase volatility, perhaps substantially. Over-the-counter swap agreements, forward currency contracts, over-the-counter options on
securities (including options on ETFs), indexes and currencies and other over-the-counter derivatives transactions are subject to the risk of default by the counterparty and can be illiquid. These derivatives transactions, as well as the exchange-traded futures and options in which the Portfolio may invest, are
subject to many of the risks of, and can be highly sensitive to changes in the value of, the related index, commodity, interest rate, currency, security or other reference asset. As such, a small investment could have a potentially large impact on the Portfolio’s performance. Use of derivatives transactions, even
when entered into for hedging purposes, may cause the Portfolio to experience losses greater than if the Portfolio had not engaged in such transactions. Counterparty Credit Risk. The Portfolio’s investment strategy is dependent on counterparties to its securities borrowing transactions in connection with short sales of securities and counterparties to derivatives transactions. Transactions with such counterparties are subject to the risk of default by a counterparty,
which could result in a loss of Portfolio assets used as collateral or the loss of monies owed to the Portfolio by a counterparty. Prospectus5
Leverage Risk. The use of leverage, which the Portfolio’s strategy entails, may magnify the Portfolio’s gains or losses. Multi-Strategy Risk. The Portfolio’s ability to achieve its investment objective depends in part on the Investment Manager’s skill in determining the Portfolio’s allocation among the Investment Strategies. The Investment Strategies may not always be complementary. Investment decisions for the Investment
Strategies are made independently of one another and may conflict with each other. For example, it is possible that a security may be purchased in one Investment Strategy at the same time that another Investment Strategy sells the same security, resulting in higher expenses without accomplishing any net
investment result, or that two Investment Strategies purchase the same security at the same time, without aggregating their transactions, resulting in higher expenses. Moreover, the Portfolio’s multi-strategy approach may result in the Portfolio investing a significant percentage of its assets in certain types of
securities (such as securities of a certain asset class or securities of issuers in the same industry or sector), which could be beneficial or detrimental to the Portfolio’s performance depending on the performance of those securities and the overall market environment. The Investment Strategies may underperform the
market generally or underperform other investment strategies that could have been selected for the Portfolio. Market Risk. Market risks, including political, regulatory, market and economic developments, and developments that impact specific economic sectors, industries or segments of the market, can affect the value of the Portfolio’s investments. In addition, turbulence in financial markets and reduced liquidity in
equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the Portfolio. Market Direction Risk. Since the Portfolio will typically hold both long and short positions, an investment in the Portfolio will involve market risks associated with different types of investment decisions than those made for a typical “long only” fund. The Portfolio’s results will suffer both when there is a
general market advance and the Portfolio holds significant “short” positions, or when there is a general market decline and the Portfolio holds significant “long” positions. In recent years, the markets have shown considerable volatility from day to day and even in intra-day trading. Issuer Risk. The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets or
factors unrelated to the issuer’s value, such as investor perception. Small and Mid Cap Companies Risk. Small and mid cap companies carry additional risks because their earnings tend to be less predictable, their share prices more volatile and their securities less liquid than larger, more established companies. The shares of small and mid cap companies tend to trade less
frequently than those of larger companies, which can have an adverse effect on the pricing of these securities and on the ability to sell these securities when the Investment Manager deems it appropriate. Large Cap Companies Risk. Investments in large cap companies may underperform investments in smaller companies during periods when the stocks of such companies are in favor. Japanese Securities Risk. To the extent the Portfolio invests significantly in the securities of companies in Japan, the Portfolio’s performance will be influenced by social, political and economic conditions within Japan and may be more volatile than the performance of funds that do not have significant
investments in a single country. The Japanese economy has only recently emerged from a prolonged economic downturn. Since the year 2000, Japan’s economic growth rate has remained relatively low. The economy is characterized by government intervention and protectionism, an unstable financial services
sector, and relatively high unemployment. Economic growth is heavily dependent on international trade, government support of the financial services sector and other troubled sectors, and consistent government policy. Japan’s economy and stock market have in the recent past had a strong correlation with the
US economic cycle and US stock markets; as a result, Japan’s economy may be affected by any economic problems in the US. Japan also has a growing economic relationship with China and other Southeast Asian countries, and Japan’s economy also may be affected by economic, political or social instability 6Prospectus
in those countries (whether resulting from local or global events). Japan has few natural resources. Any fluctuation or shortage in the commodity markets could have a negative impact on
Japanese securities. In addition, Japan is subject to the risk of natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis. Non-US Securities Risk. The Portfolio’s performance will be influenced by political, social and economic factors affecting the non-US countries and companies in which the Portfolio invests. Non-US securities carry special risks, such as less developed or less efficient trading markets, political instability, a lack
of company information, differing auditing and legal standards, and, potentially, less liquidity. In addition, investments denominated in currencies other than US dollars may experience a decline in value, in US dollar terms, due solely to fluctuations in currency exchange rates. Foreign Currency Risk. Investments denominated in currencies other than US dollars may experience a decline in value, in US dollar terms, due solely to fluctuations in currency exchange rates. The Investment Manager does not intend to actively hedge the Portfolio’s foreign currency exposure. ETF Risk. Shares of ETFs may trade at prices that vary from their net asset values (“NAVs”), sometimes significantly. The shares of ETFs may trade at prices at, below or above their most recent NAV. In addition, the performance of an ETF pursuing a passive index-based strategy may diverge from the
performance of the index. The Portfolio’s investments in ETFs are subject to the risks of such ETF’s investments, as well as to the general risks of investing in ETFs. Portfolio shares will bear not only the Portfolio’s management fees and operating expenses, but also their proportional share of the management
fees and operating expenses of the ETFs in which the Portfolio invests. The Portfolio may be limited by the Investment Company Act of 1940 (the “1940 Act”) in the amount of its assets that may be invested in ETFs unless an ETF has received an exemptive order from the Securities and Exchange
Commission on which the Portfolio may rely or an exemption is available. Securities Selection Risk. Securities and other investments selected by the Investment Manager for the Portfolio may not perform to expectations. This could result in the Portfolio’s underperformance compared to other funds with similar investment objectives or strategies. High Portfolio Turnover Risk. The Portfolio’s investment strategy may involve high portfolio turnover (such as 100% or more). A portfolio turnover rate of 100%, for example, is equivalent to the Portfolio buying and selling all of its securities once during the course of the year. A high portfolio turnover rate
could result in high transaction costs and an increase in taxable capital gains distributions to the Portfolio’s shareholders, which will reduce returns to shareholders. Performance Bar Chart and Table Because the Portfolio had not commenced investment operations prior to the date of this Prospectus, no performance returns are presented. Annual performance returns provide some indication of the risks of investing in the Portfolio by showing changes in performance from year to year. Comparison of
Portfolio performance to an appropriate index indicates how the Portfolio’s average annual returns compare with those of a broad measure of market performance. After the Portfolio commences investment operations, performance information will be available at www.LazardNet.com or by calling (800) 823-6300.
The Portfolio’s past performance (before and after taxes) is not necessarily an indication of how the Portfolio will perform in the future. Management Investment Manager Lazard Asset Management LLC Portfolio Manager/Analyst Matthew Glaser, a portfolio manager/analyst on the Investment Manager’s Master Alternatives team, has been with the Portfolio since September 2014. Jai Jacob, a portfolio manager/analyst on the Investment Manager’s Multi Asset team, has been with the Portfolio since September 2014. Stephen Marra, a portfolio manager/analyst on the Investment Manager’s Multi Asset team, has been with the Portfolio since September 2014. Prospectus7
Purchase and Sale of Portfolio Shares The initial investment minimums are: Institutional Shares
$
100,000 Open Shares*
$
2,500 R6 Shares**
$
1,000,000
*
Unless the investor is a client of a securities dealer or other institution which has made an aggregate minimum initial purchase for its clients of at least $2,500 for Open Shares.
**
There is no minimum investment amount for R6 Shares purchased by certain types of employee benefit plans and individuals considered to be affiliates of the Fund or the Investment Manager, discretionary accounts with the Investment Manager and affiliated and non-affiliated registered investment companies. The subsequent investment minimum for Institutional Shares and Open Shares is $50. Portfolio shares are redeemable through the Fund’s transfer agent, Boston Financial Data Services, Inc. (the “Transfer Agent”), on any business day by telephone, mail or overnight delivery. Clients of financial intermediaries may be subject to the intermediaries’ procedures. Tax Information All dividends and short-term capital gains distributions are generally taxable to you as ordinary income, and long-term capital gains are generally taxable as such, whether you receive the distribution in cash or reinvest it in additional shares. Financial Intermediary Compensation If you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank), the Portfolio and/or the Investment Manager and its affiliates may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Portfolio over another investment. Ask your salesperson or visit your financial intermediary’s website for more information. 8Prospectus
(Open and Institutional Shares only)
Payments to Broker-Dealers and Other Financial Intermediaries
Lazard Funds Additional Information About Principal Investment Strategies and Principal Investment Risks Overview The Fund consists of thirty-one separate Portfolios, one of which is described in this Prospectus. Because you could lose money by investing in the Portfolio, be sure to read all risk disclosures carefully before investing. The Portfolio’s investment objective may only be changed with at least 60 days’ prior notice to shareholders. Additional Information About Principal Investment Strategies The following information supplements, and should be read together with, the information about the Portfolio’s principal investment strategies contained in the “Summary Section.” The Portfolio invests its assets primarily using the following four Investment Strategies: (1) global equity long/short; (2) US equity long/short; (3) Japanese equity long/short and (4) relative value convertible securities. The Investment Manager may add, remove or change an Investment Strategy at any time in its
sole discretion. The Portfolio is not required to utilize any particular investment strategy in any pre-determined amount, or otherwise to continue to invest in any Investment Strategy currently or previously utilized. The allocations to Investment Strategies will change based on the performance of each Investment Strategy or due to other circumstances, such as capacity and liquidity constraints. Cash
flows due to purchases and redemptions of Portfolio shares may be allocated as determined by the Investment Manager in its sole discretion. The allocation to each Investment Strategy will change as determined by the Investment Manager without notice to shareholders. The Portfolio’s net exposure to long and short positions may be net short, meaning that the exposure to short positions is greater than the exposure to long positions. In taking a short position in securities through total return swap agreements (which generally entitle the Portfolio to the economic equivalent of
gains or losses and dividends on the subject securities during the period of the swap agreements), the Portfolio will incur transaction costs similar to interest or financing charges that will reduce any gains or increase any losses. Short sales of securities also may involve additional transaction-related costs such as
those in connection with borrowing the securities sold short. When the Investment Manager determines that adverse market conditions exist, the Portfolio may adopt a temporary defensive position and invest some or all of its assets in money market instruments. In pursuing a temporary defensive strategy, the Portfolio may forgo potentially more profitable investment
strategies and, as a result, may not achieve its stated investment objective. Additional Information About Principal Investment Risks The following information supplements, and should be read together with, the information about the Portfolio’s principal investment risks contained in the “Summary Section.” Short Position Risk. There is a risk that the Portfolio may be unable to fully implement its investment strategy due to a lack of available swap arrangements or securities to borrow to effect short sales or for some other reason. When seeking to effect short sales of securities, the Portfolio may not always be able to borrow a security the Portfolio seeks to sell short at a particular time or at an acceptable price. In addition, the Portfolio may not always be able to close out a short sale position at a particular time or at an acceptable price.
If the lender of a borrowed security requires the Portfolio to return the security to it on short notice, and the Portfolio is unable to borrow the security from another lender, the Portfolio may have to buy the borrowed security at an unfavorable price, resulting in a loss. In addition, there is a risk that the
collateral pledged to the Portfolio’s custodian to secure securities borrowings in connection with short sales of securities may not be returned to the Portfolio or may not be returned in a timely manner. It is possible that the market value of the securities the Portfolio holds in long positions will decline at the same time that the market value of the securities to which the Portfolio has short exposure increases, thereby increasing the Portfolio’s potential volatility. Emerging Market Risk. Emerging market countries can generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries Prospectus9
with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation rates. The securities markets of emerging market countries have historically been extremely
volatile. Capital markets worldwide have experienced unprecedented volatility in recent years, causing significant declines in valuation and liquidity in certain emerging markets. These market conditions may continue or worsen. Investments in these countries may be subject to political, economic, legal, market
and currency risks. The risks may include less protection of property rights and uncertain political and economic policies, the imposition of capital controls and/or foreign investment limitations by a country, nationalization of businesses and the imposition of sanctions by other countries, such as the US.
Significant devaluation of emerging market currencies against the US dollar may occur subsequent to acquisition of investments denominated in emerging market currencies. You should be aware that the Portfolio:
•
is not a bank deposit
•
is not guaranteed, endorsed or insured by any bank, financial institution or government entity, such as the Federal Deposit Insurance Corporation
•
is not guaranteed to achieve its stated goals 10Prospectus
Investment Manager Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112-6300, serves as the Investment Manager of the Portfolio. The Investment Manager provides day-to-day management of the Portfolio’s investments and assists in the overall management of the Fund’s affairs. The Investment
Manager and its global affiliates provide investment management services to client discretionary accounts with assets totaling approximately $205 billion as of June 30, 2014. Its clients are both individuals and institutions, some of whose accounts have investment policies similar to those of the Portfolio. The Fund has agreed to pay the Investment Manager an investment management fee at the annual rate of 1.40% of the Portfolio’s average daily net assets. The investment management fee is accrued daily and paid monthly. A discussion regarding the basis for the approval of the investment management agreement between the Fund, on behalf of the Portfolio, and the Investment Manager will be available in the Portfolio’s annual report to shareholders for the year ending December 31, 2014. The Investment Manager manages the Portfolio on a team basis. The team is involved in all levels of the investment process. This team approach allows for every portfolio manager to benefit from the views of his or her peers. The portfolio management team is comprised of multiple team members. Although
their roles and the contributions they make may differ, each member of the team participates in the management of the Portfolio. Members of the portfolio management team discuss the Portfolio, including making investment recommendations, overall portfolio composition, and the like. Research analysts
perform fundamental research on issuers (based on, for example, sectors or geographic regions) in which the Portfolio may invest. The names of the persons who are primarily responsible for the day-to-day management of the assets of the Portfolio are as follows (along with the date they became a portfolio manager of the Portfolio): Matthew Glaser, Jai Jacob and Stephen Marra (each since September 2014) Biographical Information of Principal Portfolio Managers Matthew Glaser, a Managing Director of the Investment Manager, is a portfolio manager/analyst on the Investment Manager’s Master Alternatives team. Prior to joining the Investment Manager in 2014, Mr. Glaser served as Chief of Investment Strategies and Executive Managing Director at Turner
Investments where he was a member of the Executive Management Group, Enterprise Risk Committee and Alternative Strategies Oversight Group. Prior to joining Turner in 2007, Mr. Glaser was with Susquehanna International Group, JP Morgan and Robertson Stephens. He began working in the investment
field in 1995. Jai Jacob, a Managing Director of the Investment Manager, is a portfolio manager/analyst on the Investment Manager’s Multi Asset team. Mr. Jacob began working in the investment field in 1998 when he joined the Investment Manager. Stephen Marra, a Senior Vice President of the Investment Manager, is a portfolio manager/analyst on the Investment Manager’s Multi Asset team, specializing in strategy research. Prior to joining the Multi Asset team, Mr. Marra worked in Settlements, Fixed Income Risk and Quantitative Technology. He
began working in the investment field in 1999 upon joining the Investment Manager. Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of shares of the Portfolio is contained in the Fund’s Statement of Additional Information (“SAI”). State Street Bank and Trust Company (“State Street”), located at One Iron Street, Boston, Massachusetts 02210, serves as the Portfolio’s administrator. Lazard Asset Management Securities LLC (the “Distributor”) acts as distributor for the Fund’s shares. State Street acts as custodian of the Portfolio’s investments. State Street may enter into subcustodial arrangements on behalf of the Portfolio for the holding of non-US securities. Prospectus11
Lazard Funds Shareholder Information Portfolio shares are sold and redeemed, without a sales charge, on a continuous basis at the NAV next determined after an order in proper form is received by the Transfer Agent or another authorized entity. The Fund determines the NAV of the Portfolio’s share Classes as of the close of regular session trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each day the NYSE is open for trading. The Fund values securities for which market quotations are readily available at
market value. Securities and other assets for which current market quotations are not readily available are valued at fair value as determined in good faith in accordance with procedures approved by the Board. Calculation of NAV may not take place contemporaneously with the determination of the prices of portfolio assets used in such calculation. If a significant event materially affecting the value of securities occurs between the close of the exchange or market on which the security is principally traded and the time
when NAV is calculated, or when current market quotations otherwise are determined not to be readily available or reliable, such securities will be valued at their fair value as determined by, or in accordance with procedures approved by, the Board. The fair value of non-US securities may be determined with
the assistance of an independent pricing service using correlations between the movement of prices of such securities and indices of US securities and other appropriate indicators, such as closing market prices of relevant American Depositary Receipts or futures contracts. The effect of using fair value pricing is
that the NAV will reflect the affected securities’ values as determined in the judgment of the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to price securities may result in a value that is different from the most recent closing price of a security and
from the prices used by other investment companies to calculate their portfolios’ NAVs. Non-US securities may trade on days when the Portfolio is not open for business, thus affecting the value of the Portfolio’s assets on days when Portfolio shareholders may not be able to buy or sell Portfolio shares. Eligibility to Purchase R6 Shares The Portfolio does not currently offer R6 Shares. R6 Shares are not subject to any service or distribution fees. Neither the Fund nor the Investment Manager or its affiliates will provide any distribution, shareholder or participant servicing, account maintenance, sub-accounting, sub-transfer agency, administrative, recordkeeping or reporting, transaction processing,
support or similar payments, or “revenue sharing” payments, in connection with investments in, or conversions into, R6 Shares (collectively, “Service Payments”). R6 Shares may be purchased by: “Employee Benefit Plans,” which shall include:
•
retirement plan level, retirement plan administrator level or omnibus accounts;
•
retirement plans—employer-sponsored 401(k) and 403(b), 457, Keogh, profit sharing, money purchase, defined benefit/defined contribution, target benefit and Taft-Hartley plans;
•
non-qualified deferred compensation plans; and
•
post-employment benefit plans, including retiree health benefit plans. Employee Benefit Plans, Board members and other individuals considered to be affiliates of the Fund or the Investment Manager, and discretionary accounts with the Investment Manager, as well as affiliated and non-affiliated registered investment companies may purchase R6 Shares with no investment
minimum. Certain other types of plans, and institutional or other investors, may be eligible to purchase R6 Shares, subject to the minimum investment amount set forth below, including, but not limited to:
•
529 plans;
•
endowments and foundations;
•
states, counties or cities or their instrumentalities;
•
insurance companies, trust companies and bank trust departments; and
•
certain other institutional investors. Except as specifically provided above, R6 Shares may not be purchased by:
•
individual investors and/or retail accounts including accounts purchasing through wrap programs;
•
IRAs and Coverdells;
•
SEPs, SIMPLEs and SARSEPs; and 12Prospectus
•
individual 401(k) and 403(b) plans. Minimum Investment All purchases made by check should be in US Dollars and made payable to “The Lazard Funds, Inc.” Third party checks will not be accepted. The Fund will not accept cash or cash equivalents (such as currency, money orders or travelers checks) for the purchase of Fund shares. Please note the following
minimums in effect for initial investments: Institutional Shares
$
100,000 Open Shares*
$
2,500 R6 Shares**
$
1,000,000
*
Unless the investor is a client of a securities dealer or other institution which has made an aggregate minimum initial purchase for its clients of at least $2,500 for Open Shares.
**
There is no minimum investment amount for R6 Shares purchased by Employee Benefit Plans and certain other eligible investors as described above. The subsequent investment minimum for Institutional Shares and Open Shares is $50. The minimum investment requirements may be waived or lowered for investments effected through banks and other institutions that have entered into arrangements with the Fund or the Distributor; for investments effected on a group basis by certain other entities and their employees, such as pursuant to a
payroll deduction plan and asset-based or wrap programs; and for employees of the Investment Manager and their families. Please consult your financial intermediary for information about minimum investment requirements. The Fund reserves the right to change or waive the minimum initial, and subsequent,
investment requirements at any time. Through the Transfer Agent: Shareholders who do not execute trades through a broker-dealer or other financial intermediary should submit their purchase requests to the Transfer Agent by telephone or mail, as follows: Initial Purchase By Mail
1.
Complete a Purchase Application. Indicate the services to be used.
2.
Send the Purchase Application and a check for at least the minimum investment amount (if applicable) payable to “The Lazard Funds, Inc.” to: regular mail overnight delivery By Wire Your bank may charge you a fee for this service.
1.
Call (800) 986-3455 toll-free from any state and provide the following:
•
the Portfolio(s) and Class of shares to be invested in
•
name(s) in which shares are to be registered
•
address
•
social security or tax identification number
•
dividend payment election
•
amount to be wired
•
name of the wiring bank, and
•
name and telephone number of the person to be contacted in connection with the order. An account number will then be assigned.
2. ABA #: 011000028
3.
Complete a Purchase Application. Indicate the services to be used. Mail the Purchase Application to the address set forth in Item 2 under “Initial Purchase–By Mail” above. Prospectus13
The Lazard Funds, Inc.
P.O. Box 8514
Boston, Massachusetts 02266-8514
Attention: (Name of Portfolio and Class of Shares)
The Lazard Funds, Inc.
30 Dan Road
Canton, Massachusetts 02021-2809
Instruct the wiring bank to transmit the specified amount in federal funds, giving the wiring bank the account name(s) and assigned account number, to State Street:
State Street Bank and Trust Company
Boston, Massachusetts
Custody and Shareholder Services Division
DDA 9905-2375
Attention: (Name of Portfolio and Class of Shares)
The Lazard Funds, Inc.
Shareholder’s Name and Account Number
Additional Purchases By Mail
1.
Make a check payable to “The Lazard Funds, Inc.” Write the shareholder’s account number on the check.
2.
Mail the check and the detachable stub from the Statement of Account (or a letter providing the account number) to the address set forth in Item 2 under “Initial Purchase–By Mail” above. By Wire Instruct the wiring bank to transmit the specified amount in federal funds to State Street, as instructed in Item 2 under “Initial Purchase–By Wire” above. By ACH Shareholders may purchase additional shares of the Portfolio by automated clearing house (“ACH”). To set up the ACH purchases option, call (800) 986-3455. ACH is similar to making Automatic Investments (described below under “Shareholder Information—Investor Services—Automatic Investments”), except
that shareholders may choose the date on which to make the purchase. The Fund will need a voided check or deposit slip before shareholders may purchase by ACH. By Exchange Shareholders may purchase additional shares of the Portfolio by exchange from another Portfolio, as described below under “Shareholder Information—Investor Services—Exchange Privilege.” Purchases through the Automatic Investment Plan (Open Shares only) Investors may participate in the Automatic Investment Plan by making subsequent investments in the Portfolio through automatic deductions from a designated bank account at regular intervals selected by the investor. The Automatic Investment Plan enables an investor to make regularly scheduled investments
and may provide investors with a convenient way to invest for long-term financial goals. To enroll in the Automatic Investment Plan, call (800) 986-3455. Individual Retirement Accounts The Fund may be used as an investment for IRAs. Completion of a Lazard Funds IRA application is required. For a Direct IRA Account (an account other than an IRA rollover) a $5 establishment fee and a $15 annual maintenance and custody fee is payable to State Street for each IRA Fund account; in
addition, a $10 termination fee will be charged and paid to State Street when the account is closed. For more information on IRAs, call (800) 986-3455. Market Timing/Excessive Trading The Portfolio is intended to be a long-term investment vehicle and is not designed to provide investors with a means of speculating on short-term market movements. Excessive trading, market timing or other abusive trading practices may disrupt investment management strategies and harm performance and
may create increased transaction and administrative costs that must be borne by the Portfolio and its shareholders, including those not engaged in such activity. In addition, such activity may dilute the value of Portfolio shares held by long-term investors. The Fund’s Board has approved policies and procedures
with respect to frequent purchases and redemptions of Portfolio shares that are intended to discourage and prevent these practices, including regular monitoring of trading activity in Portfolio shares. The Fund will not knowingly accommodate excessive trading, market timing or other abusive trading practices. The Fund routinely reviews Portfolio share transactions and seeks to identify and deter abusive trading practices. The Fund monitors for transactions that may be harmful to the Portfolio, either on an individual basis or as part of a pattern of abusive trading practices. The Portfolio reserves the right to refuse,
with or without notice, any purchase or exchange request that could adversely affect the Portfolio, its operations or its shareholders, including those requests from any individual or group who, in the Fund’s view, is likely to engage in excessive trading, market timing or other abusive trading practices, and where
a particular account appears to be engaged in abusive trading practices, the Fund will seek to restrict future purchases of Portfolio shares by that account or may temporarily or permanently terminate the availability of the exchange privilege, or reject in whole or part any exchange request, with respect to such
investor’s account. When an exchange request in respect of Portfolio shares is rejected, such shares may be redeemed from the Portfolio on request of the investor. The Fund may deem a shareholder to be engaged in abusive trading practices without advance notice and based on information unrelated to the
specific trades in the shareholder’s 14Prospectus
(Minimum $50)
(Open Shares and Institutional Shares only)
account. For instance, the Fund may determine that the shareholder’s account is linked to another account that was previously restricted or a third party intermediary may provide information to the Fund with respect to a particular account that is of concern to the Fund. Accounts under common ownership,
control or perceived affiliation may be considered together for purposes of determining a pattern of excessive trading practices. An investor who makes more than six exchanges per Portfolio during any twelve-month period, or who makes exchanges that appear to coincide with a market timing strategy, may be
deemed to be engaged in excessive trading. In certain cases, the Fund may deem a single “roundtrip” trade or exchange (redeeming or exchanging the Portfolio’s shares followed by purchasing or exchanging into shares of the Portfolio) as a violation of the Fund’s policy against abusive trading practices. The
Fund’s actions may not be subject to appeal. The Portfolio deducts a 1.00% redemption fee on sales of shares owned for 30 days or less (not charged on shares acquired through reinvestment of dividends or distributions), except that no redemption fee will be charged with respect to shares purchased through certain omnibus account and other service
arrangements established by certain brokers and other financial intermediaries and approved by the Distributor and under certain other circumstances. See “Shareholder Information—How to Sell Shares—Redemption Fee” below. Redemption fees are only one way for the Fund to deter abusive trading practices. To discourage attempts to arbitrage pricing of international securities (among other reasons), the Board has adopted policies and procedures providing that if events materially affecting the value of securities occur between the close
of the exchange or market on which the security is principally traded and the time when the Portfolio’s NAV is calculated, such securities will be valued at their fair value as determined by, or in accordance with procedures approved by, the Board. See “Shareholder Information—General.” The codes of ethics of
the Fund, the Investment Manager and the Distributor in respect of personal trading contain limitations on trading in Portfolio shares. As described below, the Fund may take up to seven days to pay redemption proceeds. This may occur when, among other circumstances, the investor redeeming shares is engaged in excessive trading or if the redemption request otherwise would be disruptive to efficient portfolio management or would otherwise
adversely affect the Portfolio. All of the policies described in this section apply uniformly to all Portfolio accounts. However, while the Fund and the Investment Manager will take reasonable steps to prevent trading practices deemed to be harmful to the Portfolio by monitoring Portfolio share trading activity, they may not be able to
prevent or identify such trading. If the Fund is not able to prevent abusive trading practices, such trading may disrupt investment strategies, harm performance and increase costs to all Portfolio investors, including those not engaged in such activity. The Fund’s policy on abusive trading practices does not apply
to automatic investment or automatic exchange privileges. Securities trading in non-US markets are particularly susceptible to time zone arbitrage. As a result, the Portfolio may be at greater risk for market timing than funds that invest in securities trading in US markets. Distribution and Servicing Arrangements The Portfolio offers Institutional Shares and Open Shares and may in the future offer R6 Shares. Each share class has different investment minimums and different expense ratios. The Fund has adopted a plan under rule 12b-1 (the “12b-1 plan”) that allows the Portfolio to pay the Distributor a fee, at the
annual rate of .25% of the value of the average daily net assets of the Portfolio’s Open Shares, for distribution and services provided to holders of Open Shares. Because these fees are paid out of the Portfolio’s assets on an on-going basis, over time these recurring fees will increase the cost of your investment
and may cost you more than paying other types of sales charges. Institutional Shares and R6 Shares do not pay a rule 12b-1 fee. Third parties may receive payments pursuant to the 12b-1 plan. The Investment Manager or the Distributor may provide additional cash payments out of its own resources to financial intermediaries that sell shares and/or provide marketing, shareholder servicing, account administration or other services with respect to Open Shares and Institutional Shares. Such payments are
in addition to any fees paid by the Fund under rule 12b-1. The receipt of such payments pursuant to the 12b-1 plan or from the Prospectus15
Investment Manager or Distributor could create an incentive for the third parties to offer the Portfolio instead of other mutual funds where such payments are not received. Further information is contained in the SAI, and you should consult your financial intermediary for further details. General Checks for sale proceeds ordinarily will be mailed within seven days. Where the shares to be sold have been purchased by check or through the Automatic Investment Plan, the sale proceeds, net of any applicable redemption fee, will be transmitted to you promptly upon bank clearance of your purchase check,
which may take up to 10 calendar days. Redemption requests also may be satisfied, in whole or in part, through a redemption-in-kind (a payment in portfolio securities instead of cash). Redemption Fee The Portfolio will impose a redemption fee equal to 1.00% of the NAV of Portfolio shares acquired by purchase or exchange and redeemed or exchanged within 30 days after such shares were acquired. This fee will be calculated based on the shares’ NAV at redemption and deducted from the redemption
proceeds. The fee will be retained by the Portfolio and used primarily to offset the transaction costs that short-term trading imposes on the Portfolio and its remaining shareholders. The redemption fee will not apply to shares acquired through the reinvestment of dividends or distributions. For purposes of
calculating the 30-day holding period, the Fund will first redeem shares acquired through the reinvestment of dividends or distributions and then will employ the “first in, first out” method, which assumes that the shares redeemed or exchanged are the ones held the longest. The Fund, in its discretion, may waive or reverse the redemption fee for Portfolio shares redeemed or exchanged: (1) through systematic, rebalancing or asset allocation programs, in which beneficial owners of Portfolio shares or participants in Employee Benefit Plans owning Portfolio shares do not exercise
investment discretion, that have been approved by the Distributor; (2) in connection with the Fund’s Systematic Withdrawal Plan, described below; (3) by a fund-of-funds; (4) involuntarily, such as a redemption resulting from failure to maintain a minimum investment or due to a Portfolio merger or liquidation;
(5) in connection with a conversion from one share class to another share class of the same Portfolio; (6) in the event of shareholder death or post-purchase disability; (7) to return an excess contribution in an IRA or qualified plan account; (8) in connection with required minimum distributions from an IRA
or qualified plan account; (9) in programs with financial intermediaries that include on their platforms qualified default investment alternatives for participant-directed individual account plans (with respect to which Department of Labor regulations restrict the imposition of redemption fees and similar fees) and
where adequate systems designed to deter abusive trading practices are in place; (10) by certain accounts under situations deemed appropriate by the Fund, including where the capability to charge a fee does not exist or is not practical and where adequate systems designed to deter abusive trading practices are in
place; or (11) in the event of transactions documented as inadvertent or prompted by bona fide emergencies or other exigent circumstances. In certain situations, a financial intermediary, wrap sponsor or other omnibus account holder may apply the Portfolio’s redemption fees to the accounts of their underlying
shareholders. If this is the case, the Portfolio will rely in part on the account holder to monitor and assess the redemption fee on the underlying shareholder accounts in accordance with this Prospectus. The redemption fee may be waived, modified or terminated at any time, or from time to time, without
advance notice. Selling Shares Through the Transfer Agent: Shareholders who do not execute trades through a broker-dealer or other financial intermediary should submit their sale requests to the Transfer Agent by telephone or mail, as follows: By Telephone A shareholder may redeem shares by calling the Transfer Agent. To redeem shares by telephone, the shareholder must have properly completed and submitted to the Transfer Agent either a Purchase Application authorizing such redemption or a signed letter requesting that the telephone redemption privilege be
added to the account. To place a redemption request, or to have the telephone redemption privilege added to your account, please call the Transfer Agent’s toll-free number, (800) 986-3455. In order to confirm that telephone instructions for redemptions are genuine, the Fund has established reasonable
procedures to be employed by the Fund and 16Prospectus
the Transfer Agent, including the requirement that a form of personal identification be provided. By Mail
1.
Write a letter of instruction to the Fund. Indicate the dollar amount or number of shares to be sold, the Portfolio and Class, the shareholder’s account number, and social security or taxpayer identification number.
2.
Sign the letter in exactly the same way the account is registered. If there is more than one owner of the account, all must sign.
3.
If shares to be sold have a value of $50,000 or more, the signature(s) must be guaranteed by a domestic bank, savings and loan institution, domestic credit union, member bank of the Federal Reserve System, broker-dealer, registered securities association or clearing agency, or other participant in a signature
guarantee program. Signature guarantees by a notary public are not acceptable. Further documentation may be requested to evidence the authority of the person or entity making the redemption request. In addition, all redemption requests that include instructions for redemption
proceeds to be sent somewhere other than the address on file must be signature guaranteed.
4.
Send the letter to the Transfer Agent at the following address: regular mail overnight delivery Automatic Reinvestment Plan allows your dividends and capital gain distributions to be reinvested in additional shares of your Portfolio or another Portfolio. Automatic Investment Plan allows you to purchase Open Shares through automatic deductions from a designated bank account. Systematic Withdrawal Plan allows you to receive payments at regularly scheduled intervals if your account holds at least $10,000 in Portfolio shares at the time plan participation begins. The maximum regular withdrawal amount for monthly withdrawals is 1% of the value of your Portfolio shares at the
time plan participation begins. Exchange Privilege allows you to exchange shares of one Portfolio that have been held for seven days or more for shares of the same Class of another Portfolio in an identically registered account. Shares will be exchanged at the next determined NAV, subject to any applicable redemption fee. There is no
other cost associated with this service. All exchanges are subject to the minimum initial investment requirements. A shareholder may exchange shares by writing or calling the Transfer Agent. To exchange shares by telephone, the shareholder must have properly completed and submitted to the Transfer Agent either a Purchase Application authorizing such exchanges or a signed letter requesting that the exchange privilege be
added to the account. The Transfer Agent’s toll-free number for exchanges is (800) 986-3455. In order to confirm that telephone instructions for exchanges are genuine, the Fund has established reasonable procedures to be employed by the Fund and the Transfer Agent, including the requirement that a form of
personal identification be provided. The Fund reserves the right to limit the number of times shares may be exchanged between Portfolios, to reject any telephone exchange order, or to otherwise modify or discontinue the exchange privilege at any time. If an exchange request is refused, the Fund will take no other action with respect to the shares
until it receives further instructions from the investor. See “Shareholder Information—How to Buy Shares—Market Timing/ Excessive Trading” for more information about restrictions on exchanges. In addition to the policies described above, the Fund reserves the right to:
•
redeem an account, with notice, if the value of the account falls below $1,000 due to redemptions
•
convert Institutional Shares or R6 Shares held by a shareholder whose account is less than $100,000 to Open Shares, upon written notice to the shareholder Prospectus17
The Lazard Funds, Inc.
P.O. Box 8514
Boston, Massachusetts 02266-8514
Attention: (Name of Portfolio and Class of Shares)
The Lazard Funds, Inc.
30 Dan Road
Canton, Massachusetts 02021-2809
•
suspend redemptions or postpone payments when the NYSE is closed for any reason other than its usual weekend or holiday closings or when trading is restricted by the Securities and Exchange Commission (the “SEC”)
•
change or waive the required minimum investment amounts
•
delay sending out redemption proceeds for up to seven days (this usually applies to very large redemptions received without notice, excessive trading, or during unusual market conditions)
•
make a redemption-in-kind (a payment in portfolio securities instead of in cash) if it is determined that a redemption is too large and/or may cause harm to the Portfolio and its shareholders Also in addition to the policies described above, the Fund may refuse or restrict purchase or exchange requests for Portfolio shares by any person or group if, in the judgment of the Fund’s management:
•
the Portfolio would be unable to invest the money effectively in accordance with its investment objective and policies or could otherwise be adversely affected
•
the Portfolio receives or anticipates receiving simultaneous orders that may significantly affect the Portfolio (e.g., amounts equal to 1% or more of the Portfolio’s total assets) The Fund also reserves the right to close the Portfolio to investors at any time. Account Policies, Dividends and Taxes Account Statements You will receive quarterly statements detailing your account activity. All investors will also receive an annual statement detailing the tax characteristics of any dividends and distributions that you have received in your account. You will also receive confirmations of each trade executed in your account. To reduce expenses, only one copy of the most recent annual and semi-annual reports of the Fund may be mailed to your household, even if you have more than one account with the Fund. Call (800) 542-1061 if you need additional copies of annual or semi-annual reports. Call the Transfer Agent at the
telephone number listed on the back cover if you need account information. Dividends and Distributions Income and capital gains distributions, if any, are normally distributed annually but may be distributed more frequently. Annual year end distribution estimates are expected to be available on or about November 14, 2014 at www.LazardNet.com or by calling (800) 823-6300. Dividends and distributions of the Portfolio will be reinvested in additional shares of the same Class of the Portfolio at the NAV on the ex-dividend date, and credited to the shareholder’s account on the payment date or, at the shareholder’s election, paid in cash. Each share Class of the Portfolio will generate a
different dividend because each has different expenses. Dividend checks and account statements will be mailed approximately two business days after the payment date. Tax Information Please be aware that the following tax information is general and refers to the provisions of the Internal Revenue Code of 1986, as amended, which are in effect as of the date of this Prospectus. You should consult a tax adviser about the status of your distributions from the Portfolio. All dividends and short-term capital gains distributions are generally taxable to you as ordinary income, and long-term capital gains are generally taxable as such, whether you receive the distribution in cash or reinvest it in additional shares. An exchange of the Portfolio’s shares for shares of another Portfolio will
be treated as a sale of the Portfolio’s shares, and any gain on the transaction may be subject to income taxes. Keep in mind that distributions may be taxable to you at different rates which depend on the length of time the Portfolio held the applicable investment, not the length of time that you held your Portfolio shares. The tax status of any distribution is the same regardless of how long you have been in the
Portfolio and whether you reinvest your distributions or take them in cash. High portfolio turnover and more volatile markets can result in taxable distributions to shareholders, regardless of whether their shares increased in value. When you do sell your Portfolio shares, you will have a taxable capital gain or
loss, unless such shares were held in an IRA or other tax-deferred account. 18Prospectus
Federal law requires the Portfolio to withhold taxes on distributions paid to shareholders who:
•
fail to provide a social security number or taxpayer identification number
•
fail to certify that their social security number or taxpayer identification number is correct
•
fail to certify, or otherwise establish in accordance with applicable law, that they are exempt from withholding Prospectus19
Lazard Funds Financial Highlights No financial highlights are presented for the Portfolio because it had not commenced investment operations prior to December 31, 2013. 20Prospectus
For more information about the Portfolio, the following documents are available, free of charge, upon request: Annual and Semi-Annual Reports (Reports): The Fund’s annual and semi-annual reports to shareholders contain additional information on the Portfolio’s investments. In the annual report, you will find a broad discussion of the market conditions and investment strategies that significantly affected the Portfolio’s performance during its last fiscal year. Statement of Additional Information (SAI): The SAI provides more detailed information about the Portfolio, including its operations and investment policies. It is incorporated by reference and is legally considered a part of this Prospectus. Disclosure of Portfolio Holdings: The Portfolio will publicly disclose its portfolio holdings on a calendar quarter-end basis on its website accessible from http://www.lazardnet.com/lam/us/lazardfunds.shtml, approximately 14 days after such quarter end. The information will remain accessible at least until the Fund files a report on Form N-Q or Form N-CSR for the period that
includes the date as of which the information was current. A description of the Fund’s policies and procedures with respect to the disclosure of the Portfolio’s portfolio holdings is available in the Fund’s SAI. You can get a free copy of the Reports and the SAI at http://www.LazardNet.com, or request the Reports and the SAI and other information and discuss your questions about the Portfolio, by contacting the Fund at: The Lazard Funds, Inc. You also can review the Reports and the SAI at the Public Reference Room of the SEC in Washington, D.C. For information, call (202) 551-8090. You can get text-only copies:
•
After paying a duplicating fee, by writing the Public Reference Branch of the SEC, 100 F Street NE, Room 1580, Washington, D.C. 20549-1520, or by e-mail request to publicinfo@sec.gov.
•
Free from the SEC’s website at http://www.sec.gov. Investment Company Act file no. 811-06312
Investment Manager
Transfer Agent and Dividend Disbursing Agent
Distributor
Legal Counsel
Custodian
Independent Registered Public Accounting Firm No person has been authorized to give any information or to make any representations not contained in this Prospectus, and information or representations not contained herein must not be relied upon as having been authorized by the Fund or the Distributor. This Prospectus does not constitute an offer of any security other than the registered securities to
which it relates or an offer to any person in any jurisdiction where such offer would be unlawful. Lazard Asset Management LLC • 30 Rockefeller Plaza • New York, NY 10112 • www.lazardnet.com The Statement of Additional
Information is incorporated by reference from Registrant’s Post-Effective Amendment No. 89 filed with the Securities
and Exchange Commission (the “SEC”) on July 17, 2014. THE LAZARD FUNDS, INC. Reference is made to Article EIGHTH of Registrant’s Articles
of Incorporation filed as Exhibit (a) and to Section 2-418 of the Maryland General Corporation Law. The application of these provisions
is limited by Article VI of Registrant’s By-Laws filed as Exhibit (b) and by the following undertaking set forth in the rules promulgated
by the SEC: Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of Registrant pursuant
to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person
of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. Reference also is made to the Investment Management Agreement
and the Distribution Agreement filed as Exhibits (d) and (e), respectively. The descriptions of personnel of Lazard Asset Management LLC
(“LAM”) under the Captions “Fund Management” in the Prospectus and “Management” in the Statement
of Additional Information constituting Parts A and B, respectively, of this Registration Statement are incorporated by reference
herein. The following is a list of the directors and senior officers of the Investment Manager. None of the persons listed below
has had other business connections of a substantial nature during the past two fiscal years. Title / Name Arif Joshi The majority of the accounts, books and other documents required
to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder are maintained as
follows: journals, ledgers, securities records and other original records are maintained primarily at the offices of Registrant’s
custodian, State Street Bank and Trust Company. All other records so required to be maintained are maintained at the offices of
LAM, 30 Rockefeller Plaza, New York, New York 10112. SIGNATURES Pursuant to the requirements of
the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies
that it meets all the requirements for effectiveness of the Registration Statement under Rule 485(b) of the Securities Act of 1933
and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 12th day of September, 2014. Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. EXHIBIT INDEX
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: (800) 823-6300
http://www.LazardNet.com
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: (800) 823-6300
Boston Financial Data Services, Inc.
P.O. Box 8514
Boston, Massachusetts 02266-8514
Telephone: (800) 986-3455
Lazard Asset Management Securities LLC
30 Rockefeller Plaza
New York, New York 10112-6300
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
http://www.stroock.com
State Street Bank and Trust Company
One Iron Street
Boston, Massachusetts 02210
Deloitte & Touche LLP
30 Rockefeller Plaza
New York, New York 10112
PART C. OTHER INFORMATION
ITEM 28.
EXHIBITS.
(a)
Articles of Incorporation, Articles of Amendment and Articles Supplementary(1), (2), (3),
(6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18), (19), (20), (21), (22), (24), *
(b)
By-Laws(8)
(d)(1)
Investment Management Agreement, as revised*
(d)(2)
Expense Limitation Agreement, as revised*
(e)
Distribution Agreement, as revised(7)
(g)
Amended and Restated Custodian Contract(1)
(h)(1)
Revised Transfer Agency and Service Agreement(1)
(h)(2)
Amendment to Revised Transfer Agency and Service Agreement(1)
(h)(3)
Administration Agreement(4)
(i)
Opinion and Consent of Counsel(5)
(m)(1)
Distribution and Servicing Plan, as revised*
(m)(2)
Form of Financial Intermediary Agreement(18)
(n)
18f-3 Plan, as revised*
(p)
Code of Ethics(16)
Other Exhibits:
(s)(1)
Powers of Attorney of Board Members (except Trevor M. Morrison and Franci J. Blassberg)(9)
(s)(2)
Power of Attorney of Trevor M. Morrison (23)
(s)(3)
Power of Attorney of Franci J. Blassberg**
*
Filed herewith.
**
To be filed by amendment.
1.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 28 filed with the SEC on April 29, 2003.
2.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 22 filed with the SEC on December 29, 2000.
3.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 25 filed with the SEC on April 30, 2001.
4.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 8 filed with the SEC on October 13, 1995.
5.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 9 filed with the SEC on December 27, 1995.
6.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 31 filed with the SEC on December 3, 2004.
7.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 34 filed with the SEC on July 20, 2005.
8.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 38 filed with the SEC on February 27, 2006.
9.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 42 filed with the SEC on February 13, 2008.
10.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 44 filed with the SEC on April 29, 2008.
11.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 48 filed with the SEC on September 24, 2008.
12.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 51 filed with the SEC on December 22, 2009.
13.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 53 filed with the SEC on April 9, 2010.
14.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 58 filed with the SEC on March 25, 2011.
15.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 62 filed with the SEC on August 12, 2011.
16.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 65 filed with the SEC on November 17, 2011.
17.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 67 filed with the SEC on April 27, 2012.
18.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 69 filed with the SEC on May 23, 2012.
19.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 74 filed with the SEC on June 25, 2013.
20.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 79 filed with the SEC on October 22, 2013.
21.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 81 filed with the SEC on November 27, 2013.
22.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 86 filed with the SEC on April 28, 2014.
23.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 88 filed with the SEC on June 13, 2014.
24.
Incorporated by reference from Registrant’s Post-Effective Amendment No. 91 filed with the SEC on August 27, 2014.
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 30. INDEMNIFICATION.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Directors
Kenneth M. Jacobs
Alexander F. Stern
Chief Executive Officer and Director
Ashish Bhutani
Deputy Chairmen
Charles Carroll
Andrew Lacey
John Reinsberg
Chairman USA
Robert P. DeConcini
Senior Managing Directors
Andreas Hubner
Robert Prugue
Bill Smith
Managing Directors
Jennifer Abate
Aaron Barnfather
Ardra Belitz
Michael Bennett
Christopher Blake
Nicholas Bratt
Charles Burgdorf
Rhett Brown
Irene Cheng
Rohit Chopra
David Cleary
Kenneth Colton
Robert Connin
Alan Custis
Kun Deng
Henry Detering
James Donald
Anthony Dote, Jr.
Yury Dubrovsky
Christian Eckert
Robert Failla
Michael Fry
Jeffrey Gould
Timothy Griffen
Peter Hunsberger
Yugo Ishida
Jai Jacob
Dwight Jacobsen
Yvette Klevan
Werner Krämer
Matthias Kruse
Jay Leupp
Mark Little
Carmine Lizza
Gerald B. Mazzari
Thomas McManus
Jonathan Morris
Andrew Norris
Kevin O’Hare
Prateek Pant
Nathan A. Paul
David Pizzimenti
Michael Powers
Ganesh Ramachandran
Joe Ramos
Shaka Rasheed
Sean Reynolds
Susan Roberts
Patrick Ryan
James Schachtel
Ulrich Schweiger
Denise Simon
Manish Singhai
Darrin Sokol
Craig Straub
Jeremy Taylor
Ronald Temple
Richard Tutino
George Varino
Louisa Vincent
Kelly Ward
Mike Wariebi
Merida Welles
Christopher Whitney
David Willis
ITEM 32. PRINCIPAL UNDERWRITERS.
(a) Lazard Asset Management Securities LLC, a Delaware limited liability company, is the
principal underwriter of the Registrant and also serves as the principal underwriter of Lazard Retirement Series, Inc.
(b) The following information is given regarding directors and officers of Lazard Asset
Management Securities LLC, whose principal business address is 30 Rockefeller Plaza, New York, New York 10112.
Name
Position and Offices with
Underwriter
Position and Offices with
Registrant
Charles L. Carroll
Chief Executive Officer
President and Director
Gerald B. Mazzari
Chief Financial Officer and Chief Operating Officer
None
Nathan A. Paul
Chief Legal Officer
Secretary
(c) Not applicable.
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.
ITEM 34. MANAGEMENT SERVICES.
Not applicable.
ITEM 35. UNDERTAKINGS.
None.
THE LAZARD FUNDS, INC.
By:
/s/ Charles L. Carroll
Charles L. Carroll, Chief Executive Officer
/s/ Charles L. Carroll
Charles L. Carroll
President and Director
September 12, 2014
/s/ Stephen St. Clair
Stephen St. Clair
Treasurer and Chief Financial Officer
September 12, 2014
/s/ Ashish Bhutani
Ashish Bhutani
Director
September 12, 2014
/s/ Kenneth S. Davidson*
Kenneth S. Davidson
Director
September 12, 2014
/s/ Nancy A. Eckl*
Nancy A. Eckl
Director
September 12, 2014
/s/ Trevor M. Morrison*
Trevor M. Morrison
Director
September 12, 2014
/s/ Leon M. Pollack*
Leon M. Pollack
Director
September 12, 2014
/s/ Richard Reiss, Jr.*
Richard Reiss, Jr.
Director
September 12, 2014
/s/ Robert M. Solmson*
Robert M. Solmson
Director
September 12, 2014
*By:
/s/ Nathan A. Paul
Attorney-in-fact, Nathan A. Paul
(a)
Articles Supplementary
(d)(1)
Investment Management Agreement, as revised
(d)(2)
Expense Limitation Agreement, as revised
(m)(1)
Distribution and Servicing Plan, as revised
(n)
18f-3 Plan, as revised