EX-99.(A)(53) 31 c108153_ex99a53.htm

Exhibit 99(a)(53)

 

THE LAZARD FUNDS, INC.

 

ARTICLES OF AMENDMENT

 

THE LAZARD FUNDS, INC., a Maryland corporation having its principal office in the State of Maryland (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The Articles of Incorporation of the Corporation (the “Charter”) are hereby amended to change the name of the Corporation’s Lazard US Small-Mid Cap Equity Portfolio to Lazard US Small Cap Equity Select Portfolio, with the effect that the one hundred fifty million (150,000,000) issued and unissued authorized shares of Common Stock known as Institutional Shares of Lazard US Small-Mid Cap Equity Portfolio are redesignated as Institutional Shares of Lazard US Small Cap Equity Select Portfolio, the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as Open Shares of Lazard US Small-Mid Cap Equity Portfolio are redesignated as Open Shares of Lazard US Small Cap Equity Select Portfolio and the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as R6 Shares of Lazard US Small-Mid Cap Equity Portfolio are redesignated as R6 Shares of Lazard US Small Cap Equity Select Portfolio.

 

SECOND: By action of the Board of Directors of the Corporation, the fifty million (50,000,000) unissued shares of Institutional Common Stock, fifty million (50,000,000) unissued shares of Open Common Stock and fifty million (50,000,000) unissued shares of R6 Common Stock of Lazard Emerging Markets Debt Portfolio, par value one tenth of one cent ($.001) per share, with an aggregate par value of one hundred fifty thousand dollars ($150,000), that the Corporation has authority to issue are hereby reclassified as one hundred fifty million (150,000,000) unissued shares of the Corporation.

 

THIRD: By action of the Board of Directors of the Corporation, the fifty million (50,000,000) unissued shares of Institutional Common Stock, fifty million (50,000,000) unissued shares of Open Common Stock and fifty million (50,000,000) unissued shares of R6 Common Stock of Lazard Global Fixed Income Portfolio, par value one tenth of one cent ($.001) per share, with an aggregate par value of one hundred fifty thousand dollars ($150,000), that the Corporation has authority to issue are hereby reclassified as one hundred fifty million (150,000,000) unissued shares of the Corporation.

 

FOURTH: The foregoing amendments to the Charter have been approved by a majority of the entire Board of Directors and is limited to changes expressly permitted by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

 

FIFTH: The foregoing amendments do not increase the total number of authorized shares of the Corporation or the aggregate par value thereof. Giving effect to the redesignations in the foregoing amendment, the total number of shares of stock that the Corporation has authority to issue remains at six billion nine hundred million (6,900,000,000) shares, all of which are shares of Common Stock, with a par value of one tenth of one cent ($.001) per share, having an aggregate par value of six million nine hundred thousand dollars ($6,900,000.00), classified as follows:

 

Portfolio Shares
Authorized
   
Lazard US Equity Concentrated Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
 
Portfolio Shares
Authorized
   
Lazard US Equity Focus Portfolio    
Institutional Common Stock 100,000,000
Open Common Stock 100,000,000
R6 Common Stock 50,000,000
   
Lazard US Small Cap Equity Select Portfolio    
Institutional Common Stock 150,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard US Sustainable Equity Portfolio  
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard US Systematic Small Cap Equity Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard International Equity Portfolio    
Institutional Common Stock 150,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard International Equity Advantage Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard International Quality Growth Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard US Convertibles Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard International Equity Select Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
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Portfolio Shares
Authorized
   
Lazard International Strategic Equity Portfolio    
Institutional Common Stock 100,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard International Small Cap Equity Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Global Equity Select Portfolio  
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Managed Equity Volatility Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Global Strategic Equity Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Equity Franchise Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Global Listed Infrastructure Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Emerging Markets Core Equity Portfolio    
Institutional Common Stock 100,000,000
Open Common Stock 100,000,000
R6 Common Stock 100,000,000
   
Lazard Emerging Markets Equity Portfolio    
Institutional Common Stock 700,000,000
Open Common Stock 200,000,000
R6 Common Stock 500,000,000

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Portfolio Shares
Authorized
   
Lazard Developing Markets Equity Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Emerging Markets Equity Advantage Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Real Assets Portfolio  
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard US Corporate Income Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard US Short Duration Fixed Income Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Global Dynamic Multi-Asset Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Enhanced Opportunities Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Lazard Opportunistic Strategies Portfolio    
Institutional Common Stock 50,000,000
Open Common Stock 50,000,000
R6 Common Stock 50,000,000
   
Unclassified 1,100,000,000
Total 6,900,000,000

 

The undersigned Vice President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that to the best of his knowledge, information and belief, the matters and

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facts with respect to authorization and approval set forth in these Articles of Amendment are true in all material respects and that this statement is made under penalties of perjury.

 

IN WITNESS WHEREOF, The Lazard Funds, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice President and witnessed by its Assistant Secretary as of September 1, 2023.

 

  THE LAZARD FUNDS, INC.
   
  By: /s/ Mark R. Anderson
    Name: Mark R. Anderson
    Title: Vice President

 

WITNESS:  
   
/s/ Shari Soloway  
Name: Shari Soloway  
Title: Assistant Secretary  
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