February 19, 2019 | VIA EDGAR |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Rule 17g-1 Fidelity Bond Filing for the following investment companies (each, a “fund”): |
Lazard Global Total Return and Income Fund, Inc. (File Nos. 811-21511; 333-112768) | |
Lazard Retirement Series, Inc. (File Nos. 811-8071; 333-22309) | |
Lazard World Dividend & Income Fund, Inc. (File Nos. 811-21751; 333-124045) | |
The Lazard Funds, Inc. (File Nos. 811-6312; 33-40682) |
Ladies and Gentlemen:
Enclosed for filing, pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), please find the following information with respect to the above-captioned funds. Please note the following for the Securities and Exchange Commission’s records:
1. A copy of a joint Investment Company Bond issued by Federal Insurance Company (the “Bond”), which lists the funds as insureds, is enclosed under Exhibit 99-1.
2. A certificate of the funds’ Assistant Secretary in which she attests to the authenticity and accuracy of resolutions adopted by the members of each fund’s Board of Directors (including those members who are not “interested persons,” as defined in the 1940 Act, of the fund) which authorize the purchase of a joint bond in a form and in an amount which is consistent with Rule 17g-1 under the 1940 Act, is enclosed under Exhibit 99-2.
3. The Bond premium has been paid for the coverage period from March 16, 2019 to March 16, 2020, and the Bond is written for a $8,750,000 limit of liability. Had each fund not been named as an insured under the Bond, each of the funds would have provided and maintained a separate bond in an amount at least equal to the amount listed in Schedule A, attached hereto.
4. A copy of the agreement among the funds entered into pursuant to paragraph (f) of Rule 17g-1 is enclosed under Exhibit 99-3.
Very truly yours,
/s/ Jessica Falzone
Jessica Falzone
Schedule A
Fund | Single Insured Bond Coverage | |||
Lazard Global Total Return and Income Fund, Inc. | $ | 525,000 | ||
Lazard World Dividend & Income Fund, Inc. | $ | 400,000 | ||
Lazard Retirement Series, Inc. | $ | 1,250,000 | ||
The Lazard Funds, Inc. | $ | 2,500,000 |
Exhibit 99.1
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THIS CERTIFIES THAT pending issuance of a Bond in the form described below, the Federal Insurance Company, hereinafter called the Company, is binding coverage described as follows:
1. | Named of Assured: | The Lazard Funds, Inc. | ||
Address: | 30 Rockefeller Plaza New York, New York 10020 |
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2. | Producer: | Marsh USA, Inc | ||
Attn: | Stefanie Pearl | |||
Address: | 1166 Avenue Of The Americas New York, NY 10036 |
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3. | Bond Number: | 81448399 | ||
4. | Bond Type/Form No.: | Financial Institution Investment Company Asset Protection Bond (Ed. 5-98) Form 17-02-1421 |
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5. | Term of Binder: | From: | 12:01 a.m. on | 03/16/2019 |
To: | 12:01 a.m. on | Policy Issuance | ||
6. | Bond Period: | From: | 12:01 a.m. on | 03/16/2019 |
To: | 12:01 a.m. on | 03/16/2020 | ||
7. | Limits of Liability: | 8,750,000 |
1 | Insuring Clause | Limits of Liability | Deductible Amount | ||||||||
1. | Employee | $ | 8,750,000 | $ | 0 | ||||||
2. | On Premises | $ | 8,750,000 | $ | 25,000 | ||||||
3. | In Transit | $ | 8,750,000 | $ | 25,000 | ||||||
4. | Forgery or Alteration | $ | 8,750,000 | $ | 25,000 | ||||||
5. | Extended Forgery | $ | 8,750,000 | $ | 25,000 | ||||||
6. | Counterfeit Money | $ | 8,750,000 | $ | 25,000 | ||||||
7. | Threat to Person | $ | 8,750,000 | $ | 25,000 | ||||||
8. | Computer System | $ | 8,750,000 | $ | 25,000 | ||||||
9. | Voice Initiated Funds Transfer Instruction | $ | 8,750,000 | $ | 25,000 | ||||||
10. | Uncollectible Items of Deposit | $ | 100,000 | $ | 5,000 | ||||||
11. | Audit Expense | $ | 100,000 | $ | 5,000 |
8. | Endorsement(s) effective at inception: |
14-02-9228 | Compliance W/Trade Sanctions Laws |
17-02-2863 | New York Amendatory Endorsement |
17-02-0949 | Named Assured Endorsement |
The Lazard Funds, Inc., |
comprising these Portfolios: |
1. Lazard International Equity Portfolio
2. Lazard US Small-Mid Cap Equity Portfolio
3. Lazard International Small Cap Equity Portfolio
4. Lazard Emerging Markets Equity Portfolio
5. Lazard US Corporate Income Portfolio
6. Lazard International Equity Select Portfolio
7. Lazard US Strategic Equity Portfolio
8. Lazard US Equity Concentrated Portfolio
9. Lazard International Strategic Equity Portfolio
10. Lazard Developing Markets Equity Portfolio
11. Lazard Capital Allocator Opportunistic Strategies Portfolio
12. Lazard Global Listed Infrastructure Portfolio
13. Lazard Emerging Markets Equity Blend Portfolio
14. Lazard Emerging Markets Debt Portfolio
15. Lazard US Short Duration Fixed Income Portfolio
16. Lazard Emerging Markets Multi-Asset Portfolio
17. Lazard US Realty Income Portfolio
18. Lazard US Realty Equity Portfolio
19. Lazard Global Realty Equity Portfolio
20. Lazard Global Dynamic Multi-Asset Portfolio
21. Lazard Global Fixed Income Portfolio
22. Lazard Explorer Total Return Portfolio
23. Lazard Emerging Markets Core Equity Portfolio
24. Lazard Emerging Markets Income Portfolio
25. Lazard Fundamental Long/Short Portfolio
26. Lazard Enhanced Opportunities Portfolio
27. Lazard International Equity Concentrated Portfolio
28. Lazard Global Strategic Equity Portfolio
29. Lazard Global Equity Select Portfolio
30. Lazard Emerging Markets Equity Advantage Portfolio
31. Lazard Managed Equity Volatility Portfolio
32. Lazard International Equity Advantage Portfolio
33. Lazard Real Assets and Pricing Opportunities Portfolio
34. Lazard Equity Franchise Portfolio
35. Lazard Real Assets and Pricing Opportunities Portfolio, Ltd.
Lazard Retirement Series, Inc., |
comprising these Portfolios: |
1. Lazard Retirement US Strategic Equity Portfolio
2. Lazard Retirement International Equity Portfolio
3. Lazard Retirement US Small-Mid Cap Equity Portfolio
4. Lazard Retirement Emerging Markets Equity Portfolio
5. Lazard Retirement International Strategic Equity Portfolio*
6. Lazard Retirement International Equity Select Portfolio*
7. Lazard Retirement US Equity Concentrated Portfolio*
8. Lazard Retirement International Small Cap Equity Portfolio*
9. Lazard Retirement Developing Markets Equity Portfolio*
10. Lazard Retirement Capital Allocator Opportunistic Strategies Portfolio*
11. Lazard Retirement Global Listed Infrastructure Portfolio*
12. Lazard Retirement Emerging Markets Equity Blend Portfolio*
13. Lazard Retirement Global Dynamic Multi-Asset Portfolio
14. Lazard Retirement Emerging Markets Income Portfolio*
15. Lazard Retirement Fundamental Long/Short Portfolio*
16. Lazard Retirement Enhanced Opportunities Portfolio*
17. Lazard Retirement Global Strategic Equity Portfolio*
18. Lazard Retirement International Equity Concentrated Portfolio*
19. Lazard Retirement Real Assets and Pricing Opportunities Portfolio
1.Lazard Global Total Return and Income Fund, Inc.
1.Lazard World Dividend & Income Fund, Inc.
17-02-2437 | Deleting Valuation & Amending Change or Modification |
14-02-14098 | Automatic Increase in Limits |
9. | Premium: | $ | 33,000 | (Prepaid Premium) | ||
10. | Commission Payable: | 16% |
The above Binder is expressly contingent upon receipt, review and acceptance of the subjectivity’s listed below. The Company must receive all of the items identified below on or before the Binder Expiration Date shown above. If all of these items are not received and approved by the Company on or before this date, this Binder will automatically expire without further action or notice.
- | Nothing is required at this time. |
The foregoing Binder for coverage is subject to modification or withdrawal by the Company if, before the proposed inception date, any new, corrected or updated information becomes known which relates to any proposed Assured’s claims history or risk exposure or which could otherwise change the underwriting evaluation of any proposed Assured and the Company, in its sole discretion, determines that the terms of this Binder are no longer appropriate.
It is expressly stipulated that except as otherwise provided herein, the coverage provided by this Binder is subject to all of the terms and conditions of the quotation letter of January 16, 2019 and attachments thereto issued by the Company.
This Binder may be canceled at any time by the entity referred to in Item 1 by giving written notice of cancellation to the Company. This Binder may be canceled at any time by the Company upon ten (10) days written notice of cancellation to the entity referred to in Item 1 or its agent.
This Binder shall terminate automatically upon the expiration date shown above, or upon issuance of the Bond, whichever occurs first. A short rate premium charge will be made for this Binder unless the Bond is issued by the Company and accepted by the entity referred to above. The Company reserves the right to modify the policies, terms and conditions upon underwriting review of any information received.
This binder does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from offering or providing insurance. To the extent any such prohibitions apply, this binder is void ab initio.
This information is intended for producers that are properly licensed and authorized in at least one of the writing companies that comprise the Chubb Group of Insurance Companies (Chubb). If you are not a licensed and authorized Chubb producer, please direct this communication to the person in your office that holds such designations and contact Chubb to update the contact information for this policy.
By: | Rima Pattanam | Date: | February 8, 2019 |
Authorized Representative |
Exhibit 99.2
ASSISTANT SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Assistant Secretary of The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc., each a Maryland corporation (each, a “Fund” and any two or more together or collectively, the “Funds”).
The undersigned also hereby certifies that the following is a true and correct copy of the resolutions duly adopted by a vote at a joint meeting of the Boards of Directors of the Funds (the “Board”) on January 31, 2019; that the passage of said resolutions by the Board, including a majority of the Directors (collectively, “Board Members”) who are not “interested persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds (the “Independent Directors”), was in all respects legal; and that said resolutions are in full force and effect:
RESOLVED, that, with respect to each Fund, it is the determination of the Board, including a majority of the Independent Directors, that the fidelity bond written by Federal Insurance Company in the amount of $8,750,000, insuring each Fund for covered acts or omissions of their respective officers and employees, in accordance with the requirements of Rule 17g-1 promulgated by the Securities and Exchange Commission (the “SEC”) under Section 17(g) of the 1940 Act (the “Bond”), is reasonable in form and amount after having given due consideration to all relevant factors including, but not limited to, the value of the aggregate assets of each Fund to which any such covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets and the nature of the securities in a Fund’s portfolio or portfolios; and further
RESOLVED, that the Board, including a majority of the Independent Directors, hereby approves the payment by each Fund of the portion of the premium for coverage under the Bond, which is determined based upon the premium that would have been paid by each Fund if each had provided and maintained a single insured bond, having given due consideration to all relevant factors including, but not limited to, the number of Funds, the nature of the business activities of the Funds, the amount of the Bond, the amount of the premium for the Bond, the ratable allocation of the premium among the Funds and the other parties named as insured parties under the Bond, and the extent to which the share of the premium allocated to a Fund is less than the premium the Fund would have had to pay if each had provided and maintained a single insured bond; and further
RESOLVED, that the Board hereby acknowledges that certain rights and responsibilities of the Funds with respect to the Bond and recoveries thereunder shall be governed by the terms of the Joint Insured Fidelity Bond Agreement among the Funds; and further
RESOLVED, that each of the appropriate officers of the Funds be, and hereby is, authorized to take such actions as may be required to amend the Bond to include in the coverage new funds advised by Lazard Asset Management LLC or its affiliates, as of the date each is organized or commences operations; and further
RESOLVED, that each of the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial Officer and the Treasurer be, and hereby is, designated as the officer responsible for making all filings with the SEC and giving all notices on behalf of the Funds with respect to the Bond required by paragraph (g) of Rule 17g-1; and further
RESOLVED, that in the event that the amount of the Bond is required in the future to be increased in order to satisfy the minimum bonding requirements of Rule 17g-1, each of the Secretary and any Assistant Secretary be, and hereby is, authorized to take such actions as may be necessary to increase the
amount of the Bond coverage to comply with such requirements and to allocate the additional premium payable on the Bond among the Funds based upon the premium that would have been paid by a Fund if each had provided and maintained a single insured bond, determined as of the end of the last business day of the month preceding the effective date of the change in coverage; and further
RESOLVED, that the actions taken by the appropriate officer or officers in respect of the matters referred to in the preceding resolutions be, and hereby are, ratified, adopted and confirmed in all respects.
Dated this 19th day of February, 2019
/s/ Jessica Falzone | |
Jessica Falzone |
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Exhibit 99.3
THE LAZARD
FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
LAZARD WORLD DIVIDEND & INCOME FUND, INC.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
Amended Joint Fidelity Bond Agreement
THIS AGREEMENT is made as of January 31, 2019 by and among The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc. (collectively, the “Funds”).
WHEREAS, Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc. and the current and future series of The Lazard Funds Inc. and Lazard Retirement Series, Inc. (collectively, the “Portfolios”) have been named as Assureds under the joint insured fidelity bond issued by the Federal Insurance Company, a member of the Chubb Group of Insurance Companies (the “Bond”); and
WHEREAS, the Funds further desire to establish (i) the criteria by which the premium for the Bond shall be allocated amount the Portfolios, and (ii) the criteria by which recoveries under the Bond shall be allocated among the Funds.
NOW, THEREFORE, it is agreed as follows:
1. Each Portfolio shall pay a portion of the premium, which shall be determined as of a specified date (which is the same for all Portfolios), determined by calculating the proportion which the premium that would have been paid by the Portfolio if it had provided and maintained a single joint insured bond bears to the aggregate of the premiums that would have been paid by all of the Portfolios had each provided and maintained a single joint insured bond and applying said proportion to the premium, unless the Funds determine that it would be more equitable for certain Portfolios to pay a different amount. From time to time, adjustments may be made by mutual agreement of the Funds to the portion of the balance of the premium paid by a Portfolio, based on a subsequent change or changes in the net assets of one or more Portfolios or the creation or liquidation of a Portfolio or Portfolios.
2. If the claims or loss of two or more of the Funds under the Bond are so related that the insurer is entitled to assert that the clams must be aggregated, the following rules shall determine, between or among the claimants, the priority of satisfaction of the claims under the Bond.
A. Each Fund claimant shall receive not less than the lesser of (i) the proceeds equal to the full amount of its claim, or (ii) the amount which it would have received had it provided and maintained a single insured bond with the minimum coverage which such Fund would have been required to carry pursuant to Rule 17g-1(d)(1) under the Investment Company Act of 1940, as amended, at the time the claim arose.
B. Subject to the preceding paragraph, as respects each affected Fund, proceeds in respect of a claim under the Bond shall be applied to the unsatisfied claim (or portion thereof) of each affected Portfolio by calculating the proportion which the unsatisfied claim (or portion thereof) of each Portfolio bears to the unsatisfied claims (or portions thereof) of all Portfolios of that Fund and applying said proportion to the remaining amount of insurance paid.
3. This Agreement shall become effective as of the date written above and shall remain in full force and effect with respect to the Bond during the effective period of the Bond, as specified therein.
Any Fund may withdraw from this Agreement upon written notice to the other Funds. The withdrawing Fund shall be entitled to receive an amount equal to the portion of the share of the premium on the Bond borne by the withdrawing party which is proportional to the unexpired term of the Bond for which the premium has been paid.
4. The obligations of the Funds are not binding upon any of the Board members or holders of shares or interests of any such Fund individually.
IN WITNESS WHEREOF each Fund has caused this Agreement to be executed on their behalf by their officer hereunto duly authorized as of the day and year written above.
THE LAZARD FUNDS, INC. | ||
By: | /s/ Mark R. Anderson | |
Mark R. Anderson | ||
Secretary | ||
LAZARD RETIREMENT SERIES, INC. | ||
By: | /s/ Mark R. Anderson | |
Mark R. Anderson | ||
Secretary | ||
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC. | ||
By: | /s/ Mark R. Anderson | |
Mark R. Anderson | ||
Secretary | ||
LAZARD WORLD DIVIDEND & INCOME FUND, INC. | ||
By: | /s/ Mark R. Anderson | |
Mark R. Anderson | ||
Secretary |
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