Exhibit 99(a)(54)
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 Corporate Income Portfolio to Lazard US High Yield Portfolio, with the effect that the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as Institutional Shares of Lazard US Corporate Income Portfolio are redesignated as Institutional Shares of Lazard US High Yield Portfolio, the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as Open Shares of Lazard US Corporate Income Portfolio are redesignated as Open Shares of Lazard US High Yield Portfolio and the fifty million (50,000,000) issued and unissued authorized shares of Common Stock known as R6 Shares of Lazard US Corporate Income Portfolio are redesignated as R6 Shares of Lazard US High Yield Portfolio.
SECOND: The foregoing amendment to the Charter has 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.
THIRD: 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 |
| 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 |
| Portfolio | Shares Authorized |
| 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 |
| 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 |
| 2 |
| Portfolio | Shares Authorized |
| 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 |
| 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 |
| 3 |
| Portfolio | Shares Authorized |
| Lazard Real Assets Portfolio | |
| Institutional Common Stock | 50,000,000 |
| Open Common Stock | 50,000,000 |
| R6 Common Stock | 50,000,000 |
| Lazard US High Yield 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 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.
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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 February 1, 2024.
| 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 |
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