Exhibit
99.(a)(51)
THE LAZARD
FUNDS, INC.
ARTICLES
SUPPLEMENTARY
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 Corporation
is registered as an open-end company under the Investment Company Act of 1940, as amended (the “1940 Act”).
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 International Equity Value Portfolio, par value one tenth of one cent ($.001) per share, with an aggregate par value of
one hundred fifty thousand dollars ($150,000), that the Corporation has authority to issue are hereby reclassified as fifty million
(50,000,000) unissued shares of Institutional Common Stock, fifty million (50,000,000) unissued shares of Open Common Stock and
fifty million (50,000,000) unissued shares of R6 Common Stock of Lazard US Convertibles Portfolio.
THIRD: The total number
of shares of capital stock of all classes that the Corporation has authority to issue is six billion nine hundred million (6,900,000,000)
shares of Common Stock, par value one tenth of one cent ($.001) per share, having an aggregate par value of six million nine hundred
thousand dollars ($6,900,000.00), classified as shares of Institutional Common Stock, Open Common Stock and R6 Common Stock of
each of the following Portfolios, prior to the foregoing reclassification, 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 |
| 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-Mid Cap Equity 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 |
| Portfolio |
|
Shares Authorized |
| 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 International Equity Value 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 |
| 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 |
| Portfolio |
|
Shares Authorized |
| 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 |
|
50,000,000 |
| Open Common Stock |
|
50,000,000 |
| R6 Common Stock |
|
50,000,000 |
| Lazard Emerging Markets Equity Portfolio |
|
|
| Institutional Common Stock |
|
700,000,000 |
| Open Common Stock |
|
200,000,000 |
| R6 Common Stock |
|
500,000,000 |
| 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 Emerging Markets Equity Blend Portfolio |
|
|
| Institutional Common Stock |
|
50,000,000 |
| Open Common Stock |
|
50,000,000 |
| R6 Common Stock |
|
50,000,000 |
| Lazard Emerging Markets Debt 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 |
| Portfolio |
|
Shares Authorized |
| Lazard Global 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 |
|
800,000,000 |
| Total |
|
6,900,000,000 |
FOURTH: As hereby classified
and reclassified, the total number of shares of capital stock of all classes that the Corporation has authority to issue is six
billion nine hundred million (6,900,000,000) shares of Common Stock, par value 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 shares of Institutional Common
Stock, Open Common Stock and R6 Common Stock of each of the following Portfolios (each, a “Portfolio”), or being unclassified,
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 |
| 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-Mid Cap Equity 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 |
| Portfolio |
|
Shares Authorized |
| 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 |
| 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 |
| Portfolio |
|
Shares Authorized |
| 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 |
|
50,000,000 |
| Open Common Stock |
|
50,000,000 |
| R6 Common Stock |
|
50,000,000 |
| Lazard Emerging Markets Equity Portfolio |
|
|
| Institutional Common Stock |
|
700,000,000 |
| Open Common Stock |
|
200,000,000 |
| R6 Common Stock |
|
500,000,000 |
| 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 Emerging Markets Equity Blend Portfolio |
|
|
| Institutional Common Stock |
|
50,000,000 |
| Open Common Stock |
|
50,000,000 |
| R6 Common Stock |
|
50,000,000 |
| Lazard Emerging Markets Debt 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 |
| Portfolio |
|
Shares Authorized |
| Lazard Global 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 |
|
800,000,000 |
| Total |
|
6,900,000,000 |
FIFTH: The shares of
Institutional Common Stock, Open Common Stock and R6 Common Stock of each Portfolio of the Corporation as classified immediately
hereby (and all shares of Institutional Common Stock, Open Common Stock and R6 Common Stock, respectively, of any Portfolio issued
after these Articles Supplementary become effective regardless of whether such shares are currently unissued or become unissued
as a result of the subsequent redemption or repurchase by the Corporation of such shares) shall have the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption
as previously set forth in the Charter with respect to any particular Portfolio and otherwise as set forth in Article FIFTH of
the Corporation’s Charter and shall be subject to all provisions of the Corporation’s Charter relating to stock of
the Corporation generally, and to the following:
| (1) | As more fully set forth hereinafter, the assets and liabilities and the income and expenses of
the Open Common Stock, Institutional Common Stock and R6 Common Stock of the Corporation shall be determined separately from each
other and, accordingly, the net asset value, dividends and distributions payable to holders, and amounts distributable in the event
of liquidation of the Corporation to holders of shares of the Corporation’s stock may vary from class to class. Except for
these differences, and certain other differences hereinafter set forth, each class of the Corporation’s stock shall have
the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption. |
| (2) | Assets of the Corporation attributable to the Open Common Stock, the Institutional Common Stock
and the R6 Common Stock of each Portfolio shall be invested in the same respective Portfolio. |
| (3) | At such times (which may vary between and among the holders of Institutional Common Stock or R6
Common Stock of the Portfolios) as may be determined by the Board of Directors (or, with the authorization of the Board of Directors,
by the officers of the Corporation) in accordance with the 1940 Act, applicable rules and regulations thereunder, and applicable
rules and regulations of the Financial Industry Regulatory Authority, and reflected in the pertinent registration statement of
the Corporation (the “Registration Statement”), certain of the shares of Institutional Common Stock or R6 Common Stock
of each Portfolio may be automatically converted into shares of the Open Common Stock of the respective Portfolio, based on the
relative net asset values of such classes at the time of conversion, subject to any conditions of conversion that may be imposed
by the Board of Directors (or, with the authorization of the Board of Directors, by the officers of the Corporation) and reflected
in the Registration Statement. |
| (4) | Proceeds from the redemption of a share of Institutional Common Stock, Open Common Stock or R6
Common Stock of a Portfolio, including fractional shares, shall be reduced by the amount of any redemption fee, liquidation fee
or other amount payable on such redemption as may be approved by the Board of Directors of the Corporation and reflected in the
Registration Statement from time to time. |
| (5) | The dividends and distributions of investment income and capital gains with respect to each class
of stock of the Corporation shall be in such amounts as may be declared from time to time by the Board of Directors, and such dividends
and distributions may vary between each class of stock of the Corporation to reflect differing allocations of the expenses of the
Corporation among the classes and any resultant differences between the net asset values per share of the classes, to such extent
and for such purposes as the Board of Directors may deem appropriate. The allocation of investment income, realized and unrealized
capital gains and losses, and expenses and liabilities of the Corporation among the classes shall be determined by the Board of
Directors in a manner that is consistent with applicable law. |
| (6) | Except as may otherwise be required by law, the holders of each class of stock of the Corporation
shall have (a) exclusive voting rights with respect to any matter submitted to a vote of stockholders that affects only holders
of that particular class and (b) no voting rights with respect to any matter submitted to a vote of stockholders that does not
affect holders of that particular class. |
SIXTH: The Board of
Directors of the Corporation has classified the authorized shares of capital stock as provided herein under the authority contained
in its Charter.
IN WITNESS WHEREOF,
The Lazard Funds, Inc. has caused these Articles Supplementary to be signed as of December 8, 2022 in its name and on its behalf
by its duly authorized officers who acknowledge that these Articles Supplementary are the act of the Corporation, and state that
to the best of their knowledge, information and belief, all matters and facts set forth herein relating to the authorization and
approval of these Articles Supplementary are true in all material respects, and that this statement is made under the penalties
of perjury.
| |
THE LAZARD FUNDS, INC. |
| |
|
| |
By: |
/s/ Mark R. Anderson |
| |
|
Name: Mark R. Anderson |
| |
|
Title: Vice President |
| |
|
|
| WITNESS: |
|
| |
|
| /s/ Jessica Falzone |
|
| Name: Jessica Falzone |
|
| Title: Assistant Secretary |
|