SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
| Filed by the Registrant | [X] | |||
| Filed by a Party other than the Registrant | [ ] | |||
| Check the appropriate box: | ||||
| [ ] | Preliminary Proxy Statement | |||
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| [X] | Definitive Proxy Statement | |||
| [ ] | Definitive Additional Materials | |||
| [ ] | Soliciting Material Pursuant to Rule 14a-12 | |||
THE LAZARD FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
______________________________________________________________________
(Name of Registrants as Specified in Charter)
______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrants)
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required. | ||||
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
| (1 | ) | Title of each class of securities to which transaction applies: | |||
| (2 | ) | Aggregate number of securities to which transaction applies: __________ | |||
| (3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange | |||
| Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it | |||||
| was determined): ______________________________________ | |||||
| (4 | ) | Proposed maximum aggregate value of transaction: __________________ | |||
| (5 | ) | Total fee paid: ______________________________________________ | |||
| [ ] | Fee previously paid with preliminary materials. | ||||
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify | ||||
| the filing for which the offsetting fee was paid previously. Identify the previous filing by | |||||
| registration statement number, or the form or schedule and the date of its filing. | |||||
| (1 | ) | Amount previously paid: ____________________________ | |||
| (2 | ) | Form, schedule or registration statement no.: _____________ | |||
| (3 | ) | Filing party: ______________________________________ | |||
| (4 | ) | Date filed: _______________________________________ | |||
THE LAZARD FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
30 Rockefeller Plaza
New York, New York 10112
March 26, 2007
Dear Shareholder:
You are cordially invited to attend the Joint Special Meeting of Shareholders of The Lazard Funds, Inc. and Lazard Retirement Series, Inc. (together, the “Funds”), to be held at 30 Rockefeller Plaza, 58th Floor, New York, New York 10112, on Thursday, April 26, 2007, at 3:00 p.m. In addition to voting on the proposals described in the Notice of Special Meeting of Shareholders, you will have an opportunity to hear a report on each of the investment portfolios of the Funds and to discuss other matters of interest to you as a shareholder.
Whether or not you plan to attend, please complete, date, sign and mail the enclosed proxy card to assure that your shares are represented at the meeting.
| Sincerely, | |
| Charles Carroll | |
| President |
THE LAZARD FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
30 Rockefeller Plaza
New York, New York 10112
______________________________________________________________________
Notice of Special Joint Meeting of Shareholders
To be Held on April 26, 2007
______________________________________________________________________
A Joint Special Meeting of Shareholders (the “Special Meeting”) of The Lazard Funds, Inc. (“LFI”) and Lazard Retirement Series, Inc. (“LRS” and together with LFI, the “Funds”), each a Maryland corporation, will be held at 30 Rockefeller Plaza, 58th Floor, New York, New York 10112, on Thursday, April 26, 2007, at 3:00 p.m., to consider and act upon the following proposals:
| 1. | To elect each of Mr. Ashish Bhutani, Ms. Nancy A. Eckl and Mr. Leon M. Pollack as a Fund Director, each to serve for an indefinite term and until his or her successor is duly elected and qualified; and | |
| 2. | To transact such other business as may properly come before the Special Meeting and any adjournment thereof. | |
The close of business on March 13, 2007 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournment thereof.
The investment portfolios of LRS are available exclusively as funding vehicles for variable annuity contracts or variable life insurance policies offered through life insurance company separate accounts. Individual contract owners are not the shareholders of LRS’ investment portfolios. Rather, the insurance companies and their separate accounts are the shareholders. To be consistent with Securities and Exchange Commission interpretations of voting requirements, each insurance company will offer contract owners the opportunity to instruct it as to how it should vote shares held by it and the separate accounts on the proposals to be considered at the Special Meeting.
Your vote is important regardless of the size of your holdings in the Portfolio(s). Whether or not you expect to be present at the Special Meeting, please complete and sign the enclosed proxy card and return it promptly in the enclosed envelope, which needs no postage if mailed in the United States. If you desire to vote in person at the Special Meeting, you may revoke your proxy.
| By Order of the Boards of Directors | ||
| Nathan A. Paul | ||
| Secretary | ||
| March 26, 2007 | ||
| New York, New York | ||
THE LAZARD FUNDS, INC.
LAZARD RETIREMENT SERIES, INC.
30 Rockefeller Plaza
New York, New York 10112
_______________________________________
COMBINED PROXY STATEMENT
Special Joint Meeting of Shareholders
April 26, 2007
_______________________________________
This Combined Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of each of The Lazard Funds, Inc. (“LFI”) and Lazard Retirement Series, Inc. (“LRS” and together with LFI, the “Funds”), each a Maryland corporation, for use at the Funds’ Joint Special Meeting of Shareholders (the “Special Meeting”) to be held at 30 Rockefeller Plaza, 58th Floor, New York, New York 10112, on Thursday, April 26, 2007, at 3:00 p.m., and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special Joint Meeting dated March 26, 2007. The Funds are open-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), consisting of the following investment portfolios (each, a “Portfolio”):
| The Lazard Funds, Inc. | Lazard Retirement Series, Inc. | |
| Lazard U.S. Equity Value Portfolio | Lazard Retirement Equity Portfolio | |
| Lazard U.S. Strategic Equity Portfolio | Lazard Retirement Small Cap Portfolio | |
| Lazard Mid Cap Portfolio | Lazard Retirement International Equity Portfolio | |
| Lazard Small Cap Portfolio | Lazard Retirement Emerging Markets Portfolio | |
| Lazard U.S. Small Cap Equity Growth Portfolio | ||
| Lazard International Equity Portfolio | ||
| Lazard International Equity Select Portfolio | ||
| Lazard International Strategic Equity Portfolio | ||
| Lazard International Small Cap Portfolio | ||
| Lazard Emerging Markets Portfolio | ||
| Lazard High Yield Portfolio |
Although each Fund is a separate investment company, the Funds’ Proxy Statements have been combined into this Combined Proxy Statement to reduce expenses to the Funds of soliciting proxies for the Special Meeting.
Each Board of Directors has fixed the close of business on March 13, 2007 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Special Meeting. This Combined Proxy Statement and the accompanying Notice of Special Joint Meeting and forms of proxy were sent to shareholders on or about March 26, 2007. Shareholders are entitled to one vote for each Portfolio share held and fractional votes for each fractional Portfolio share held. Shareholders who own shares in more than one Portfolio should vote each proxy card they receive.
The Portfolios of LRS are available exclusively as funding vehicles for variable annuity contracts or variable life insurance policies offered through life insurance company separate accounts. Individual contract owners are not the shareholders of LRS’ Portfolios. Rather, the insurance companies and their separate accounts are the shareholders. To be consistent with Securities and Exchange Commission (“SEC”) interpretations of voting requirements, each insurance company will offer contract owners the opportunity to instruct it as to how it should vote shares held by it and the separate accounts on the proposals to be considered at the Special Meeting. Therefore, this Combined Proxy Statement is provided to contract owners entitled to give voting instructions regarding Portfolios of LRS.
If the accompanying form of proxy is properly executed and returned in time for such proxy to be voted at the Special Meeting, the shares covered thereby will be voted in accordance with the instructions marked thereon. Executed and returned proxies that are unmarked will be voted FOR the proposals and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Special Meeting or any adjournment thereof. The Boards of Directors do not know of any matters to be considered at the Special Meeting other than the matters described in the Notice of Special Joint Meeting and this Combined Proxy Statement. A shareholder may revoke his or her proxy by appearing at the Special Meeting and voting in person, or by giving written notice of such revocation to the Secretary of the Funds or by submitting a later-dated proxy in time to be recorded before the Special Meeting.
The presence at the Special Meeting, in person or by proxy, of one-third of the votes entitled to be cast for a Fund shall be necessary and sufficient to constitute a quorum for the transaction of business (a “Quorum”) for that Fund’s Special Meeting. If a Quorum is not present at the Special Meeting, or if a Quorum is present but sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. In determining whether to adjourn the Special Meeting, the following factors may be considered: the percentage of votes actually cast, the percentages of favorable votes cast and the nature of any further solicitation. Any adjournment will require the affirmative vote of a majority of those shares that are represented at the Special Meeting in person or by proxy. Shares represented by properly executed proxies with respect to which a vote is withheld or a broker does not vote will be treated as shares that are present and entitled to vote for purposes of determining a Quorum, but will not constitute a vote “for” a proposal.
In addition to soliciting proxies by mail, the Funds’ officers or employees of the Funds’ investment adviser may solicit proxies by telephone or in person. The costs of proxy solicitation and expenses incurred in connection with preparing this Combined Proxy Statement and its enclosures will be paid for by the Funds.
Investment Adviser, Distributor and Administrator
Lazard Asset Management LLC (“LAM”) and Lazard Asset Management Securities LLC, each with principal office located at 30 Rockefeller Plaza, New York, New York 10112-6300, serve as the Funds’ investment adviser and distributor, respectively. State Street Bank and
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Trust Company, One Lincoln Street, Boston, Massachusetts 02111 serves as the Funds’ administrator.
_______________________________________
Election of Directors
_______________________________________
Summary
The Board of Directors of each Fund is composed of a single class of Directors, who each serve for an indefinite term and until a successor is duly elected and qualified. The number of Directors currently is seven. All shareholders of each Fund will vote for all the nominees for Director.
Shareholders of each Fund are being asked to elect Mr. Ashish Bhutani, Ms. Nancy A. Eckl and Mr. Leon M. Pollack as Directors of the Fund. If elected, each Director will serve for an indefinite term, and until his or her successor is duly elected and qualified.
Mr. Bhutani and Mr. Pollack currently serve as Directors of each Fund, but have not previously been elected by shareholders. Each nominee has agreed to serve, or continue to serve, as a Director if elected. Each of the nominees was first nominated by the Nominating Committee of each Fund’s Board of Directors, consisting of the current Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund (“Independent Directors”), certain of whom also are nominees. Fund Directors recommended Mr. Bhutani and Mr. Pollack to the Nominating Committee, and Ms. Eckl was recommended to the Nominating Committee by executive officers of the Funds and other employees of LAM. In Ms. Eckl’s previous positions with American Beacon Advisors, Inc. (“American Beacon”) and funds advised by it, Ms. Eckl was involved in retention by certain of these entities of LAM as an investment adviser or sub-adviser, for which LAM was paid an investment advisory fee based on a percentage of assets under its management. The Board of Directors of each Fund, including all of the Independent Directors, unanimously proposed all of the nominees for election at this Special Meeting. If any of these nominees is not available for election at the time of the Special Meeting, the persons named as proxies will vote for such substitute nominee as the Boards of Directors may recommend.
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Information about the Nominees and Continuing Directors
Set forth below is the name and certain biographical and other information for the nominees for Director, and the other Directors, as reported to the Funds by each nominee for Director and each continuing Director:
| Name (Age) | Principal Occupation(s) | |||
| Position with the Fund | During the Past | Other | ||
| Address1 (Since) | Five Years | Directorships Held2 | ||
| Independent Directors | ||||
| Kenneth S. Davidson (62) | President, Davidson Capital | Trustee, The Julliard School; | ||
| Director | Management Corporation; | Chairman of the Board, | ||
| (LFI: August 1995 | President, Aquiline Advisors, | Bridgehampton Chamber Music | ||
| LRS: April 1997) | LLC | Festival; Trustee, American | ||
| Friends of the National Gallery, | ||||
| London | ||||
| Nancy A. Eckl (44) | Former Vice President, Trust | None | ||
| Director Nominee | Investments, American Beacon | |||
| and Vice President of certain | ||||
| funds advised by American | ||||
| Beacon | ||||
| Lester Z. Lieberman (76) | Private Investor | Chairman, Healthcare | ||
| Director | Foundation of New Jersey; | |||
| (LFI: May 1991 | Director, Cives Steel Co.; | |||
| LRS: April 1997) | Director, Northside Power | |||
| Transmission Co.; Advisory | ||||
| Trustee, New Jersey Medical | ||||
| School; Director, Public Health | ||||
| Research Institute; Trustee | ||||
| Emeritus, Clarkson University; | ||||
| Council of Trustees, New Jersey | ||||
| Performing Arts Center | ||||
| Leon M. Pollack (66) | Former Managing Director, | Chairman of the Board of | ||
| Director | Donaldson, Lufkin & Jenrette | Trustees, Adelphi University; | ||
| (LFI and LRS: August 2006) | Director, J.B. Hanauer & Co. | |||
| (broker-dealer) | ||||
| Richard Reiss, Jr. (63) | Chairman, Georgica Advisors | Director, O’Charley’s, Inc., a | ||
| Director | LLC, an investment manager | restaurant chain | ||
| (LFI: May 1991 | ||||
| LRS: April 1997) | ||||
| Robert M. Solmson (59) | Former Chief Executive Officer | Director, Colonial | ||
| Director | and Chairman, RFS Hotel | Williamsburg Co. | ||
| (LFI and LRS: | Investors, Inc; Former Director, | |||
| September 2004) | Morgan Keegan & Co., Inc.; | |||
| Former Director, Independent | ||||
| Bank, Memphis | ||||
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| Name (Age) | Principal Occupation(s) | |||
| Position with the Fund | During the Past | Other | ||
| Address1 (Since) | Five Years | Directorships Held2 | ||
| Interested Directors3 | ||||
| Ashish Bhutani (46) | Chief Executive Officer of | None | ||
| Director | LAM; from 2001 to December | |||
| (LFI and LRS: July 2005) | 2002, Co-Chief Executive | |||
| Officer North America of | ||||
| Dresdner Kleinwort Wasserstein | ||||
| and member of its Global | ||||
| Corporate and Markets Board | ||||
| and the Global Executive | ||||
| Committee | ||||
| Charles Carroll (46) | Deputy Chairman and Head of | None | ||
| Director and President | Global Marketing of LAM | |||
| (LFI and LRS: June 2004) | ||||
| 1 | The address of each Director is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112. |
| 2 | Each Director also serves as a Director of Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc., closed-end registered management investment companies (collectively with the Funds, comprised of 17 investment portfolios, the “Lazard Funds”). All of the Independent Directors, except Mr. Lieberman, are also board members of Lazard Alternative Strategies Funds, LLC, a privately-offered fund registered under the 1940 Act and advised by an affiliate of LAM. |
| 3 | Messrs. Bhutani and Carroll are “interested persons” (as defined in the 1940 Act) of the Funds (“Interested Directors”) because of their positions with LAM. |
Set forth below is the name and certain biographical and other information for the Funds’ executive officers (in addition to Mr. Carroll), as reported by them to the Funds.
| Principal Occupation(s) | ||||
| Name (Age) | Position held with the Fund | During the Past | ||
| Address1 | (Since) | Five Years | ||
| Nathan A. Paul (34) | Vice President and Secretary | Managing Director and General | ||
| (April 2002) | Counsel of LAM | |||
| Stephen St. Clair (48) | Treasurer | Vice President of LAM | ||
| (April 2003) | ||||
| Brian Kawakami (56) | Chief Compliance Officer | Senior Vice President and Chief | ||
| (August 2006) | Compliance Officer of LAM; | |||
| Chief Compliance Officer at | ||||
| INVESCO, from July 2002 to | ||||
| April 2006; Chief Compliance | ||||
| Officer at Aeltus Investment | ||||
| Management, from 1993 to July | ||||
| 2002 | ||||
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| Principal Occupation(s) | ||||
| Name (Age) | Position held with the Fund | During the Past | ||
| Address1 | (Since) | Five Years | ||
| Brian D. Simon (44) | Assistant Secretary | Director of LAM; Vice | ||
| (November 2002) | President, Law & Regulation at | |||
| J. & W. Seligman & Co., from | ||||
| July 1999 through October 2002 | ||||
| David A. Kurzweil (32) | Assistant Secretary | Vice President of LAM; from | ||
| (April 2005) | August 1999 to January 2003, | |||
| an associate at Kirkpatrick & | ||||
| Lockhart LLP, a law firm | ||||
| Cesar A. Trelles (32) | Assistant Treasurer | Fund Administration Manager of | ||
| (December 2004) | LAM since September 2004; | |||
| from August 1998 to August | ||||
| 2004, a manager for Mutual | ||||
| Fund Finance Group at UBS | ||||
| Global Asset Management | ||||
| 1 | The address of each executive officer of the Funds is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112. |
| 2 | Each officer serves for an indefinite term, until his successor is elected and qualified. Each officer serves in the same capacity for the other Lazard Funds. |
Beneficial Ownership of Shares of the Funds and the Lazard Funds
Set forth in the table below is the dollar range of each Director’s ownership of LFI Portfolio shares and aggregate holdings of all of the Lazard Funds, in each case as of December 31, 2006. No Directors owned shares of LRS Portfolios.
| Ashish | Charles | Kenneth S. | Lester Z. | Leon M. | Richard | Robert M. | ||||||||
| Portfolio | Bhutani | Carroll | Davidson | Lieberman | Pollack | Reiss, Jr. | Solmson | |||||||
| U.S. Equity | ||||||||||||||
| Value Portfolio | None | None | None | None | None | None | None | |||||||
| U.S. Strategic |
$10,001-
|
|||||||||||||
| Equity Portfolio | None |
$50,000
|
None | None | None | None | None | |||||||
| Mid Cap | Over | |||||||||||||
| Portfolio |
$100,000
|
None | None | None | None | None | None | |||||||
| Small Cap | ||||||||||||||
| Portfolio | None | None | None | None | None | None | None | |||||||
| U.S. Small Cap | ||||||||||||||
| Equity Growth | ||||||||||||||
| Portfolio | None | None | None | None | None | None | None | |||||||
| International | ||||||||||||||
| Equity Portfolio | None | None | None | None | None | None | None | |||||||
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| Ashish | Charles | Kenneth S. | Lester Z. | Leon M. | Richard | Robert M. | ||||||||
| Portfolio | Bhutani | Carroll | Davidson | Lieberman | Pollack | Reiss, Jr. | Solmson | |||||||
| International | ||||||||||||||
| Equity Select | ||||||||||||||
| Portfolio | None | None | None | None | None | None | None | |||||||
| International | ||||||||||||||
| Strategic Equity |
$10,000-
|
|||||||||||||
| Portfolio | None |
$50,000
|
None | None | None | None | None | |||||||
| International | ||||||||||||||
| Small |
$50,001-
|
|||||||||||||
| Cap Portfolio | None |
$100,000
|
None | None | None | None | None | |||||||
| Emerging Markets | Over | Over | ||||||||||||
| Portfolio |
$100,000
|
$100,000
|
None | None | None | None | None | |||||||
| High Yield | Over | |||||||||||||
| Portfolio | None |
$100,000
|
None | None | None | None | None | |||||||
| Aggregate | ||||||||||||||
| Holdings of all | Over | Over | ||||||||||||
| Lazard Funds |
$100,000
|
$100,000
|
None | None | None | None | None | |||||||
As of the Record Date, Directors and officers of the Funds, as a group, owned less than 1% of the shares of each Portfolio of LFI and did not own any shares of LRS Portfolios.
Board Meetings; Committees of the Boards of Directors
During the fiscal year ended December 31, 2006, the Directors of the Funds met four times. The Board of Directors of each Fund has two committees, the Audit Committee and the Nominating Committee. During the fiscal year ended December 31, 2006, each Director attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he was a Director) and 75% of the meetings held by a committee of the Board of each Fund on which he served (during the period that he served). Although Directors are not required to attend shareholder meetings, Directors are available to participate at the request of shareholders. Mr. Carroll attended the most recent shareholder meeting for LRS.
The function of each Audit Committee is to (1) oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements, (2) assist in Board oversight of the quality and integrity of the Fund’s financial statements and the Fund’s compliance with legal and regulatory requirements relating to accounting, financial reporting, internal control over financial reporting and independent audits, (3) approve engagement of the independent registered public accounting firm and review and evaluate the qualifications, independence and performance of the independent registered public accounting firm and (4) act as a liaison between the Fund’s independent registered public accounting firm and the Board. The Audit Committee of each Fund currently is comprised of all of the Independent Directors. Each Audit Committee met four times during the fiscal year ended December 31, 2006. The Audit Committee Charter for the Funds is available at www.lazardnet.com/lam/us/funds/pdfs/Audit_Committee_Charter.pdf.
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Each Fund’s Nominating Committee is currently comprised of all of the Independent Directors, and its function is to select and nominate candidates for election to the Fund’s Board of Directors. The Nominating Committee of LFI and LRS each met once during the fiscal year ended December 31, 2006. Each Nominating Committee is solely responsible for the selection of nominees to the Fund’s Board of Directors, and the Nominating Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, 30 Rockefeller Plaza, New York, New York 10112. Nominations may be submitted only by a shareholder or group of shareholders (referred to in either case as a “Nominating Shareholder”) that, individually or as a group, has beneficially owned the lesser of (a) 1% of the relevant Fund’s outstanding shares or (b) $500,000 of the Fund’s shares for at least one year prior to the date the Nominating Shareholder submits a candidate for nomination, and not more than one Director nomination may be submitted by a Nominating Shareholder each calendar year.
In evaluating potential nominees, including any nominees recommended by shareholders, each Nominating Committee takes into consideration the factors listed in the Nominating Committee Charter, including character and integrity, business and professional experience, and whether the Nominating Committee believes that the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Nominating Committee. The Nominating Committee Charter for the Funds is not available on the Funds’ or LAM’s website, but is attached to this Combined Proxy Statement as Appendix A.
Remuneration of Directors and Executive Officers
The executive officers of the Funds and the Interested Directors receive no direct remuneration from the Funds. The Independent Directors are compensated for their service to the Lazard Funds at the rate of $60,000 annually, plus $4,000 per Board meeting attended in person or $1,500 per Board meeting attended by telephone, and are reimbursed for actual out-of-pocket expenses relating to attendance at such meetings. The Independent Directors also are paid $1,000 for each committee, subcommittee or other special meetings not held in conjunction with a Board meeting, as specifically authorized by the Board and held in connection with delegated Fund business. The Chairman of the Audit Committees, Lester Z. Lieberman, receives an additional annual fee of $5,000.
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The following table summarizes the compensation paid by each Fund and by the Funds and the Lazard Funds for the calendar year ended December 31, 2006.
|
|
|
||||||||
|
|
Aggregate Compensation |
|
|||||||
| Director |
|
from LRS |
|
||||||
| John J. Burke* | $53,102 | $5,890 | $64,000 | ||||||
| Kenneth S. Davidson | $52,102 | $5,890 | $63,000 | ||||||
| Lester Z. Lieberman | $56,308 | $6,363 | $68,000 | ||||||
| Leon M. Pollack** | $21,753 | $2,390 | $26,788 | ||||||
| Richard Reiss, Jr. | $52,102 | $5,890 | $63,000 | ||||||
| Robert M. Solmson | $50,425 | $5,699 | $61,000 | ||||||
| Ashish Bhutani*** | None | None | None | ||||||
| Charles Carroll*** | None | None | None | ||||||
| * | Mr. Burke resigned as a Director of the Lazard Funds in December 2006. |
| ** | Mr. Pollack became a Director of the Lazard Funds in August 2006. |
| *** | Interested Director. |
Share Ownership and Certain Beneficial Owners
Certain information as to the number of shares outstanding and share ownership for each of the Portfolios of LFI and LRS is set forth on Appendices B and C, respectively.
Required Vote
A plurality of the votes cast at a meeting at which a Quorum is present shall be sufficient to elect Directors for each Fund.
THE BOARD OF DIRECTORS OF EACH FUND, INCLUDING ALL OF THE
INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE “FOR” EACH NOMINEE FOR DIRECTOR.
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that each Fund’s independent registered public accounting firm be selected by a majority of the Independent Directors of the Fund. One of the purposes of each Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination of the independent registered public accounting firm for the Fund. At a joint meeting held on February 8, 2007, each Fund’s Audit Committee recommended and each Fund’s Board, including a majority of the Independent Directors, approved the selection of Anchin, Block & Anchin LLP (“ABA”) as each Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2007. ABA also served as the Funds’ independent registered public accounting firm for the fiscal year ended December 31, 2006. A representative of ABA will not be present at the Special Meeting, but will be available by telephone and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions.
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by ABA for the audit of LFI’s and LRS’ annual financial statements, or
9
services that are normally provided by ABA in connection with the statutory and regulatory filings or engagements, in 2005 for LFI and LRS were $396,600 and $85,200, respectively, and in 2006 for LFI and LRS were $431,900 and $89,600, respectively.
Audit-Related Fees. There were no fees billed in each of the last two fiscal years by ABA to either LFI or LRS for assurance and related services that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under “Audit Fees.”
Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by ABA for tax compliance, tax advice and tax planning (“Tax Services”) in 2005 for LFI and LRS were $67,200 and $22,400, respectively, and in 2006 for LFI and LRS were $69,800 and $23,500, respectively. For each of the Funds, these Tax Services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by ABA, other than the services reported above.
Non-Audit Fees. The aggregate non-audit fees billed by ABA for services rendered in 2005 for LFI and LRS were $67,200 and $22,400, respectively, and in 2006 for LFI and LRS were $69,800 and $23,500, respectively. There were no services provided by ABA to LAM or any entity controlling, controlled by or under common control with LAM that provides ongoing services to the Funds (“Service Affiliates”) in the last two fiscal years of the Funds.
Audit Committee Pre-Approval Policies and Procedures. Each Fund’s Audit Committee pre-approves ABA’s engagements for audit and non-audit services to the Fund and, as required, non-audit services to Service Affiliates on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining ABA’s independence. There were no services provided by ABA to either Fund that were approved pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during the last two fiscal years of the Funds.
Annual Report
Each Fund will furnish, without charge, a copy of its Annual Report for the fiscal year ended December 31, 2006 to any shareholder upon request. Requests for the Annual Report of a Fund should be made by writing to the Fund at 30 Rockefeller Plaza, New York, New York 10112 or by calling 800-823-6300.
Other Matters to Come Before the Meeting
The Directors do not intend to present any other business at the Special Meeting nor are they aware that any shareholder intends to do so. If, however, any other matters are
10
properly brought before the Special Meeting, the persons named in the accompanying proxy will vote thereon in accordance with their judgment.
Shareholders who wish to communicate with Directors should send communications to the relevant Fund, 30 Rockefeller Plaza, New York, New York 10112, to the attention of the Fund’s Secretary. The Fund’s Secretary is responsible for determining, in consultation with other officers of the Fund and Fund counsel, which shareholder communications will be directed to the Director or Directors indicated in the communication.
Additional Voting Information; Expenses of Proxy Solicitation
The Funds will bear the cost of soliciting proxies on behalf of the Funds’ Boards of Directors. Proxies may be solicited by mail, in person or by telephone, and the Funds may reimburse persons holding Portfolio shares in their name or those of their nominees for their expenses in sending soliciting materials to their principals. The total expenses of the Special Meeting, including the solicitation of proxies and the expenses incurred in connection with the preparation of the Combined Proxy Statement, are approximately $55,000.
Authorizations to execute proxies may be obtained by telephonic transmitted instructions in accordance with procedures designed to authenticate the shareholder’s identity. In all cases where a telephonic proxy is solicited, the shareholder will be asked to provide his or her full name, address, social security number or taxpayer identification number and the number of shares owned and to confirm that the shareholder has received the Combined Proxy Statement and proxy card(s) in the mail. Within 72 hours of receiving a shareholder’s telephonic transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder’s instructions and to provide a telephone number to call immediately if the shareholder’s instructions are not correctly reflected in the confirmation.
LAM has advised each Fund that it intends to vote at the Special Meeting shares of a Portfolio as to which it has voting power in the same proportion as votes cast by other shares of the Portfolio for which LAM does not have voting power.
Portfolios of LRS are available exclusively as a funding vehicle for variable annuity contracts or variable life insurance policies offered through life insurance company separate accounts. Individual contract owners are not the shareholders of LRS Portfolios. Rather, the insurance companies and their separate accounts are the shareholders. To be consistent with SEC interpretations of voting requirements, each insurance company will offer contract owners the opportunity to instruct it as to how it should vote shares held by it and the separate accounts on the proposals to be considered at the Special Meeting.
Voting Results
Each Fund will advise its shareholders of the voting results of the matters voted upon at the Special Meeting in its next Semi-Annual Report to Shareholders.
11
Shareholder Proposals
The Funds do not hold annual meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a Fund’s next shareholder meeting subsequent to this Special Meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Funds whether other persons are the beneficial owners of Portfolio shares for which proxies are being solicited from you, and, if so, the number of copies of the Combined Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Portfolio shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS ARE URGED TO VOTE BY MAIL.
| By Order of the Boards of Directors | ||
| Nathan A. Paul | ||
| Secretary | ||
| March 26, 2007 | ||
| New York, New York | ||
12
APPENDIX A
NOMINATING COMMITTEE CHARTER AND PROCEDURES
The Lazard Funds, Inc.
Lazard Retirement Series, Inc.
Lazard Global Total Return and Income Fund, Inc.
Lazard World Dividend & Income Fund, Inc.1
Organization
The Nominating Committee (the “Committee”) of each Fund shall be composed solely of Directors (“Directors”) who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”). The Board of Directors of the Fund (the “Board”) shall select the members of the Committee and shall designate the Chairperson of the Committee.
Responsibilities
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.
Evaluation of Potential Nominees
In evaluating a person as a potential nominee to serve as a Director of the Fund (including any nominees recommended by stockholders as provided below), the Committee shall consider, among other factors it may deem relevant:
| 1 Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc. are each referred to herein as a “Closed-End Fund.” |
A-1
While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund stockholders. The Committee will consider recommendations for nominees from stockholders sent to the Secretary of the Fund, 30 Rockefeller Plaza, New York, New York 10112-6300. The following procedures must be followed to submit Director nominations.
1. Nominations must be submitted in writing.
2. Nominations may be submitted only by a stockholder or group of stockholders (referred to in either case as a “Nominating Stockholder”) that, individually or as a group, has beneficially owned the lesser of (a) 1% of the Fund’s outstanding shares or (b) $500,000 (for each Closed-End Fund, at market value) of the Fund’s shares for at least one year prior to the date the Nominating Stockholder submits a candidate for nomination, and not more than one Director nominations may be submitted by a Nominating Stockholder each calendar year.
3. For a Closed-End Fund, a nomination submission must be received at the address above not less than 120 calendar days before the date of the Fund’s proxy statement released to stockholders in connection with the previous year’s annual meeting. If an annual meeting of stockholders was not held in the previous year, the nomination submission must be received by December 31 of the year preceding the meeting.
4. The nomination submission must include the following information:
A-2
Nomination of Directors
After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.
Review of Charter and Procedures
The Committee shall review the charter and procedures from time to time, as it considers appropriate.
As Revised: April 19, 2005
A-3
APPENDIX B
THE LAZARD FUNDS, INC.
SHARES OUTSTANDING AND OWNERSHIP
Record Shares. As of the Record Date, each Portfolio of LFI had the following number of shares of record outstanding and entitled to vote:
| Portfolio | Institutional Shares |
|
||
| Lazard U.S. Equity Value Portfolio | 697,914.23 | 29,258.53 | ||
| Lazard U.S. Strategic Equity Portfolio | 9,659,873.44 | 1,017,688.25 | ||
| Lazard Mid Cap Portfolio | 17,662,643.81 | 6,916,300.03 | ||
| Lazard Small Cap Portfolio | 11,564,978.94 | 2,403,979.42 | ||
| Lazard U.S. Small Cap Equity Growth Portfolio | 1,342,999.54 | 23,022.91 | ||
| Lazard International Equity Portfolio | 32,646,268.71 | 3,151,288.92 | ||
| Lazard International Equity Select Portfolio | 1,295,417.51 | 973,909.32 | ||
| Lazard International Strategic Equity Portfolio | 30,895,955.46 | 1,081,645.14 | ||
| Lazard International Small Cap Portfolio | 34,126,503.09 | 10,995,026.71 | ||
| Lazard Emerging Markets Portfolio | 142,486,410.31 | 27,444,970.33 | ||
| Lazard High Yield Portfolio | 12,933,154.09 | 410,164.59 |
Certain Beneficial Owners. As of the Record Date, the following shareholders were known by LFI to own of record 5% or more of a class of a Portfolio’s outstanding voting securities:
| Percentage of Total | |||
| Name and Address | Institutional Shares Outstanding | ||
| U.S. Equity Value Portfolio | |||
| Lazard Capital Markets LLC | |||
| Lazard Asset Management LLC | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 94 | % | |
| U.S. Strategic Equity Portfolio | |||
| Nationwide Trust Co. | |||
| Lazard Frères & Co. LLC Employees Savings Plan | |||
| 98 San Jacinto Boulevard, Suite 1100 | |||
| Austin, TX 78701 | 19 | % | |
| Lazard Capital Markets LLC | |||
| Lazard Frères & Co. LLC | |||
| 30 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 6 | % | |
| National Financial Services Corp. | |||
| One World Financial Center | |||
| 200 Liberty Street | |||
| New York, NY 10281 | 6 | % | |
B-1
| Percentage of Total | |||
| Name and Address | Institutional Shares Outstanding | ||
| Lazard Capital Markets LLC | |||
| Iron Workers Local 40361 | |||
| 30 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 5 | % | |
| Mid Cap Portfolio | |||
| Lazard Capital Markets LLC | |||
| Sprinkler Industry | |||
| 30 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 23 | % | |
| Suntrust Bank, Trustee | |||
| Suntrust Bank Inc. 401k Plan | |||
| P.O. Box 4655, Dept. 210 | |||
| Atlanta, GA 30302 | 18 | % | |
| Northern Trust Company, Trustee | |||
| FBO Advocate-DV | |||
| P.O. Box 92994 | |||
| Chicago, IL 60675 | 13 | % | |
| SEI Private Trust Co. | |||
| c/o Suntrust | |||
| One Freedom Valley Drive | |||
| Oaks, PA 19456 | 11 | % | |
| Small Cap Portfolio | |||
| National Financial Services Corp. | |||
| FBO Customers | |||
| One World Financial Center | |||
| 200 Liberty Street | |||
| New York, NY 10281 | 15 | % | |
| Lazard Capital Markets LLC | |||
| Soft Drink Workers Union Local 812 | |||
| 188 Summerfield Street | |||
| Scarsdale, NY 10583 | 14 | % | |
| Pershing LLC | |||
| P.O. Box 8052 | |||
| Jersey City, NJ 07303 | 6 | % | |
| Fidelity Invesetments Institutional Operations Co. Inc. | |||
| Acting as Agent for Employee Benefit Plans | |||
| 100 Magellan Way | |||
| Covington, KY 41015 | 6 | % | |
B-2
| Percentage of Total | |||
| Name and Address | Institutional Shares Outstanding | ||
| Patterson & Co. | |||
| FBO City of Allentown | |||
| 1525 West Wt. Harris Blvd. | |||
| Charlotte, NC 28288 | 5 | % | |
| Lazard Capital Markets LLC | |||
| NECA IBEW Local 364 | |||
| 6820 Mill Road | |||
| Rockford, IL 61108 | 5 | % | |
| U.S. Small Cap Equity Growth Portfolio | |||
| Lazard Capital Markets LLC | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 72 | % | |
| Lazard Capital Markets LLC | |||
| The Steamfitters Industry | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 21 | % | |
| International Equity Portfolio | |||
| Citigroup Global Markets Inc. | |||
| 388 Greenwich Street | |||
| New York, NY 10013 | 14 | % | |
| Lazard Capital Markets LLC | |||
| American Friends of the Hebrew University | |||
| 600 Third Avenue, 11th Floor | |||
| New York, NY 10016 | 9 | % | |
| Northern Trust Company, Custodian | |||
| FBO Desert States Employers & UFCW | |||
| P.O. Box 92956 | |||
| Chicago, IL 60675 | 8 | % | |
| Lazard Capital Markets LLC | |||
| The McConnell Foundation | |||
| 800 Shasta View Drive | |||
| P.O. Box 492050 | |||
| Redding, CA 96049 | 7 | % | |
| Northern Trust Company, Custodian | |||
| FBO University of St. Thomas | |||
| P.O. Box 92956 | |||
| Chicago, IL 60675 | 6 | % | |
B-3
| Percentage of Total | |||
| Name and Address | Institutional Shares Outstanding | ||
| National Financial Services Corp. | |||
| 200 Liberty Street | |||
| One World Financial Center | |||
| New York, NY 10281 | 6 | % | |
| Oprah Winfrey Trustee | |||
| Phoenix Investment Trust | |||
| C/O Harpo Inc.- Sophie Lee | |||
| P.O. Box 617666 | |||
| Chicago, IL 60661 | 5 | % | |
| International Equity Select Portfolio | |||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| FBO Customers | |||
| 4800 Deer Lake Drive | |||
| Jacksonville, FL 32246 | 27 | % | |
| National Financial Services LLC | |||
| 200 Liberty Street | |||
| New York, NY 10281 | 13 | % | |
| Prudential Investment Management | |||
| FBO Mutual Fund Clients | |||
| 100 Mulberry Street Gateway Center | |||
| Newark, NJ 07102 | 5 | % | |
| International Strategic Equity Portfolio | |||
| Lazard Capital Markets LLC | |||
| Market Street International | |||
| 30 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 25 | % | |
| First Union National Bank | |||
| Omnibus Reinvest | |||
| 1525 West Wt. Harris Blvd. | |||
| Charlotte, NC 28288 | 12 | % | |
| Wendel & Company 1 | |||
| c/o The Bank of New York Mutual Fund | |||
| P.O. Box 1066 | |||
| Wall Street Trust | |||
| New York, NY 10268 | 8 | % | |
| Lazard Capital Markets LLC | |||
| The Steamfitters Industry | |||
| 30 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 6 | % | |
B-4
| Percentage of Total | |||
| Name and Address | Institutional Shares Outstanding | ||
| Lazard Capital Markets LLC | |||
| The Board of Public Utilities | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 6 | % | |
| Wendel & Company 2 | |||
| c/o The Bank of New York Mutual Fund | |||
| P.O. Box 1066 | |||
| Wall Street Trust | |||
| New York, NY 10268 | 5 | % | |
| Wendel & Company 3 | |||
| c/o The Bank of New York Mutual Fund | |||
| P.O. Box 1066 | |||
| Wall Street Trust | |||
| New York, NY 10268 | 5 | % | |
| International Small Cap Portfolio | |||
| Lazard Asset Management LLC, Agent | |||
| FBO Oregon Investment Council | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 16 | % | |
| Northern Trust Company, Custodian | |||
| FBO Public School Teachers Pension Fund of Chicago | |||
| P.O. Box 92956 | |||
| Chicago, IL 60675 | 9 | % | |
| The Bank of New York, Custodian | |||
| Public Employees Retirement System of Mississippi | |||
| 1 Enterprise Drive | |||
| Quincy, MA 02171 | 6 | % | |
| Emerging Markets Portfolio | |||
| Citigroup Global Markets Inc. | |||
| 388 Greenwich Street | |||
| New York, NY 10013-2375 | 10 | % | |
| Fidelity Investments Institutional Operations Co. Inc. | |||
| As Agent for Certain Employee Benefit Plans | |||
| 100 Magellan Way | |||
| Covington, KY 41015 | 9 | % | |
| Lazard Asset Management LLC, Agent | |||
| FBO Oregon Investment Council | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 6 | % | |
B-5
| Percentage of Total | |||
| Name and Address | Institutional Shares Outstanding | ||
| Savings Plan for Employees & Partners of | |||
| PricewaterhouseCoopers LLP | |||
| 1 Wall Street, 12th Floor | |||
| New York, NY 10286 | 6 | % | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| FBO Customers | |||
| 4800 Deer Lake Drive | |||
| Jacksonville, FL 32246 | 6 | % | |
| High Yield Portfolio | |||
| Mac & Co. | |||
| Mutual Funds Operations | |||
| P.O. Box 3198 | |||
| Pittsburgh, PA 15230 | 29 | % | |
| North Dakota Board of University & School Lands | |||
| P.O. Box 5523 | |||
| Bismarck, ND 58506 | 13 | % | |
| The Bernard Heller Foundation | |||
| 1621 Bushgrove Court | |||
| Westlake Village, CA 91361 | 9 | % | |
| Percentage of Total | |||
| Open Shares Outstanding | |||
| U.S. Equity Value Portfolio | |||
| National Financial Services LLC | |||
| FEBO FMT CO CUST IRA Rollover | |||
| FBO Joseph L. Cuomo | |||
| Oakland, NJ | 32 | % | |
| National Financial Services LLC | |||
| FEBO Samuel & Sandra Block | |||
| Ronkonkoma, NY | 8 | % | |
| National Financial Services LLC | |||
| FEBO Joseph & Eileen Cuomo | |||
| Oakland, NJ | 7 | % | |
| LPL Financial Services | |||
| 9785 Towne Centre Drive | |||
| San Diego, CA 92121 | 6 | % | |
| National Financial Services LLC | |||
| FEBO James L. Aden | |||
| Warner Robins, GA 31088 | 5 | % | |
B-6
| Percentage of Total | |||
| Name and Address | Open Shares Outstanding | ||
| U.S. Strategic Equity Portfolio | |||
| Priac as Trustee/Custodian | |||
| FBO Various Retirement Plans | |||
| 280 Trumbull Street | |||
| One Commercial Plaza | |||
| Hartford, CT 06103 | 59 | % | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| FBO Customers | |||
| 4800 Deer Lake Drive | |||
| Jacksonville, FL 32246 | 9 | % | |
| Mid Cap Portfolio | |||
| Prudential Retirement Insurance & Annuity Co. | |||
| FBO Various Retirement Plans | |||
| 801 Pennsylvania Avenue | |||
| Kansas City, MO 64105 | 19 | % | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| FBO Customers | |||
| 4800 Deer Lake Drive | |||
| Jacksonville, FL 32246 | 15 | % | |
| Charles Schwab & Co. Inc. | |||
| FBO Customers | |||
| 101 Montgomery Street | |||
| San Francisco, CA 94104 | 12 | % | |
| Nationwide Trust Company, Custodian | |||
| FBO IPO Portfolio Accounting | |||
| P.O. Box 182029 | |||
| Columbus, OH 43218 | 11 | % | |
| Wachovia Bank | |||
| FBO Various Retirement Plans | |||
| 1525 West Wt. Harris Boulevard | |||
| Charlotte, NC 26288 | 9 | % | |
| Citistreet Retirement Services | |||
| FBO Reliance Trust Co. | |||
| 2 Tower Center | |||
| P.O. Box 1063 | |||
| East Brunswick, NJ 08816 | 8 | % | |
B-7
| Percentage of Total | |||
| Name and Address | Open Shares Outstanding | ||
| Small Cap Portfolio | |||
| Prudential Retirement Insurance & Annuity Co. | |||
| FBO Various Retirement Plans | |||
| 801 Pennsylvania Ave. | |||
| Kansas City, MO 64105 | 28 | % | |
| Nationwide Life Insurance, QVPA | |||
| c/o IPO Portfolio Account | |||
| P.O. Box 182029 | |||
| Columbus, OH 43218 | 13 | % | |
| Nationwide Life Ins NWVA | |||
| C/O IPO Port Acct | |||
| P.O. Box 182029 | |||
| Columbus, OH 43218 | 8 | % | |
| Mercer Trust FBO Savings Plan | |||
| For Employees of Furniture Brands Intl. | |||
| 1 Investors Way #2 | |||
| Norwood, MA 02062 | 7 | % | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| FBO Customers | |||
| 4800 Deer Lake Drive | |||
| Jacksonville, FL 32246 | 6 | % | |
| ING Life Insurance and Annuity Company | |||
| 151 Farmington Avenue | |||
| Hartford, CT 06156 | 6 | % | |
| Nationwide Trust Co. | |||
| FBO IPO Portfolio Accounting | |||
| P.O. Box 182029 | |||
| Columbus, OH 43218 | 5 | % | |
| U.S. Small Cap Equity Growth Portfolio | |||
| Lazard Capital Markets LLC | |||
| Richard S. Tronz | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 23 | % | |
| Lazard Capital Markets LLC | |||
| Patrick R. Fallon, Custodian | |||
| Duffy J. Fallon | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 17 | % | |
B-8
| Percentage of Total | |||
| Name and Address | Open Shares Outstanding | ||
| Lazard Capital Markets LLC | |||
| Patrick R. Fallon, Custodian | |||
| Tressa K. Fallon | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 16 | % | |
| Lazard Capital Markets LLC | |||
| Patrick R. Fallon, Custodian | |||
| Reilly J. Fallon | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 16 | % | |
| Lazard Capital Markets LLC | |||
| Patrick R. Fallon, Custodian | |||
| Megan M. Fallon | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 12 | % | |
| Lazard Capital Markets LLC | |||
| US Bank FBO IP “Kip” Knelman | |||
| 30 Rockefeller Plaza | |||
| New York, NY 10112 | 10 | % | |
| International Equity Portfolio | |||
| Charles Schwab & Co. Inc. | |||
| Special Custody Account | |||
| FBO Customers | |||
| 101 Montgomery Street | |||
| San Francisco, CA 94104 | 34 | % | |
| Smith Barney 401k Advisor Group Trust | |||
| Smith Barney Corporate Trust Co. | |||
| 2 Tower Center, P.O. Box 1063 | |||
| East Brunswick, NJ 08816 | 15 | % | |
| Prudential Retirement Insurance & Annuity Co. | |||
| FBO Various Retirement Plans | |||
| 801 Pennsylvania Ave. | |||
| Kansas City, MO 64105 | 11 | % | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| FBO Customers | |||
| 4800 Deer Lake Drive | |||
| Jacksonville, FL 32246 | 8 | % | |
B-9
| Percentage of Total | |||
| Name and Address | Open Shares Outstanding | ||
| International Equity Select Portfolio | |||
| Prudential Investment Management | |||
| FBO Mutual Fund Clients | |||
| 100 Mulberry Street Gateway Center | |||
| Newark, NJ 07102 | 13 | % | |
| National Investor Services | |||
| 55 Water Street, 32nd Floor | |||
| New York, NY 10041 | 8 | % | |
| National Financial Services LLC | |||
| FBO Bernhardt Reese Unit Trust | |||
| Palo Alto, CA | 5 | % | |
| International Strategic Equity Portfolio | |||
| Charles Schwab & Co. Inc. | |||
| Special Custody Account | |||
| FBO Customers | |||
| 101 Montgomery Street | |||
| San Francisco, CA 94104 | 82 | % | |
| National Investor Services | |||
| 55 Water Street, 32nd Floor | |||
| New York, NY 10041 | 6 | % | |
| Lazard Capital Markets LLC | |||
| Local 1922 Pension Fund | |||
| 30 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 5 | % | |
| International Small Cap Portfolio | |||
| Charles Schwab & Co. Inc. | |||
| Special Custody Account | |||
| for the benefit of its Customers | |||
| 101 Montgomery St. | |||
| San Francisco, CA 94104 | 78 | % | |
| L&F Indemnity Limited | |||
| Attn: Andrew Elliott | |||
| Belvedere Building | |||
| 69 Pitts Bay Road | |||
| Pembroke, Bermuda HM08 | 6 | % | |
| Emerging Markets Portfolio | |||
| Charles Schwab & Co., Inc. | |||
| Special Custody Account | |||
| FBO Customers | |||
| 101 Montgomery Street | |||
| San Francisco, CA 94104 | 35 | % | |
B-10
| Percentage of Total | |||
| Name and Address | Open Shares Outstanding | ||
| High Yield Portfolio | |||
| State Street Bank & Trust Company | |||
| Custodian for IRA | |||
| FBO Richard J. Urowsky | |||
| 125 Broad Street | |||
| New York, NY 10004 | 12 | % | |
| Lehman Brothers, Inc. | |||
| 70 Hudson Street, 7th Floor | |||
| Jersey City, NJ 07302 | 12 | % | |
| Lazard Capital Markets LLC | |||
| Tara Payne Kupersmith | |||
| 20 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 9 | % | |
| Lazard Capital Markets LLC | |||
| OCF Foundation Inc. | |||
| 20 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 9 | % | |
| Lazard Capital Markets LLC | |||
| Selma Bernstein | |||
| 20 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112 | 6 | % | |
| Thomas & Patricia Cogdill, Trustees | |||
| Cogdill Family Trust | |||
| Hunstville, AL | 6 | % | |
| Lazard Capital Markets LLC | |||
| Ralph E. Weindling | |||
| 20 Rockefeller Plaza, 60th Floor | |||
| New York, NY 10112-0015 | 5 | % | |
Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a Portfolio’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the Portfolio.
B-11
APPENDIX C
LAZARD RETIREMENT SERIES, INC.
SHARES OUTSTANDING AND OWNERSHIP
Record Shares. As of the Record Date, each Portfolio of LRS had the following number of shares of record outstanding and entitled to vote:
| Portfolio | Investor Shares | Service Shares | ||
| Lazard Retirement Equity Portfolio | N/A | 446,999.48 | ||
| Lazard Retirement Small Cap Portfolio | N/A | 4,538,376.47 | ||
| Lazard Retirement International Equity Portfolio | N/A | 20,483,654.66 | ||
| Lazard Retirement Emerging Markets Portfolio | 2,606,917.79 | 5,774,600.57 |
Certain Beneficial Owners. As of the Record Date, the following shareholders were known by LRS to own of record 5% or more of a class of a Portfolio’s outstanding voting securities:
| Percentage of Total | |||
| Name and Address | Service Shares Outstanding | ||
| Equity Portfolio - Service Shares | |||
| Jefferson National Life Insurance Co. | |||
| Attn: Separate Accts. | |||
| 9920 Corporate Campus Drive | |||
| Louisville, KY 40223 | 53 | % | |
| The Ohio National Life Insurance Co. | |||
| FBO Separate Accounts | |||
| P.O. Box 327 | |||
| Cincinnati, OH 45201 | 16 | % | |
| CNA Insurance/Valley Forge Life | |||
| Attn: Investment Products | |||
| 100 CNA Drive | |||
| Nashville, TN 37214 | 10 | % | |
| American Express Financial Advisers | |||
| 222 AXP Financial Center | |||
| Minneapolis, MN 55474 | 10 | % | |
| Lazard Capital Markets LLC | |||
| Attn: Stephen St. Clair | |||
| 30 Rockefeller Plaza, 57th Floor | |||
| New York, NY 10112 | 5 | % | |
| Small Cap Portfolio - Service Shares | |||
| The Ohio National Life Insurance Co. | |||
| FBO Separate Accounts | |||
| P.O. Box 237 | |||
| Cincinnati, OH 45201 | 70 | % | |
C-1
| Percentage of Total | |||
| Name and Address | Service Shares Outstanding | ||
| Jefferson National Life Insurance Co. | |||
| Attn: Separate Accts. | |||
| 9920 Corporate Campus Drive, Suite 1000 | |||
| Louisville, KY 40223 | 12 | % | |
| Phoenix Life Insurance Company | |||
| 10 Krey Boulevard | |||
| Rensselaer, NY 12144 | 5 | % | |
| International Equity Portfolio - Service Shares | |||
| American Express Financial Advisers | |||
| 222 AXP Financial Center | |||
| Minneapolis, MN 55474 | 83 | % | |
| The Ohio National Life Insurance Co. | |||
| FBO Separate Accounts | |||
| P.O. Box 327 | |||
| Cincinnati, OH 45201 | 5 | % | |
| Emerging Markets Portfolio - Service Shares | |||
| The Ohio National Life Insurance Co. | |||
| FBO Separate Accounts | |||
| P.O. Box 237 | |||
| Cincinnati, OH 45201 | 82 | % | |
| Lincoln Benefit Life | |||
| Nebraska Service Center | |||
| P.O. Box 80469 | |||
| Lincoln, NE 68501 | 19 | % | |
| Emerging Markets Portfolio - Investor Shares | |||
| Fidelity Investments Life Insurance Co. | |||
| FBO Fidelity Investments Variable | |||
| 82 Devonshire Street | |||
| Boston, MA 02109 | 92 | % | |
| Empire Fidelity Investments Life Insurance Co. | |||
| FBO Empire Fidelity Investments | |||
| 82 Devonshire Street | |||
| Boston, MA 02109 | 9 | % | |
Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a Portfolio’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the Portfolio.
C-2
_______________________________________________
THE LAZARD FUNDS, INC.
_______________________________________________
| Lazard U.S. Equity Value Portfolio | Lazard International Equity Portfolio | |
| Lazard U.S. Strategic Equity Portfolio | Lazard International Equity Select Portfolio | |
| Lazard Mid Cap Portfolio | Lazard International Strategic Equity Portfolio | |
| Lazard Small Cap Portfolio | Lazard International Small Cap Portfolio | |
| Lazard U.S. Small Cap Equity Growth Portfolio | Lazard Emerging Markets Portfolio | |
| Lazard High Yield Portfolio |
Mark box at right if an address or comment has been noted on the reverse side of this card. /__/
NAME OF YOUR PORTFOLIO: ___________________________________
CONTROL NUMBER: _______________
| Please be sure to sign and date this Proxy. | Date: | ||
| Shareholder sign here | Co-owner sign here | ||
INSTRUCTION: If you own shares in more than one Portfolio, please complete a separate proxy card for each Portfolio in which you hold shares.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
| 1 | a. | With respect to the proposal to elect Mr. Ashish Bhutani as a Director: | |||
| For /_/ | Withhold Authority /_/ | ||||
| 1 | b. | With respect to the proposal to elect Ms. Nancy A. Eckl as a Director: | |||
| For /_/ | Withhold Authority /_/ | ||||
| 1 | c. | With respect to the proposal to elect Mr. Leon M. Pollack as a Director: | |||
| For /_/ | Withhold Authority /_/ | ||||
| 2 | . | In their discretion, on such other matters as may properly come before the meeting and | |||
| any adjournment thereof. | |||||
RECORD DATE SHARES: _____________________
THE LAZARD FUNDS, INC.
Lazard High Yield Portfolio |
Special Meeting of Shareholders – April 26, 2007
Proxy Solicited on Behalf of Board of Directors
The undersigned holder of shares of one or more of the portfolios listed above (the "Portfolios"), each a series of The Lazard Funds, Inc., a Maryland corporation (the "Fund"), hereby appoints Nathan A. Paul and Brian D. Simon, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at 30 Rockefeller Plaza, 58th Floor, New York, New York 10112, on Thursday, April 26, 2007, at 3:00 p.m., and at any and all adjournments thereof, and thereat to vote all shares of the Portfolios which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL
BE VOTED FOR THE PROPOSALS UNLESS OTHERWISE INDICATED. BY
SIGNING THIS PROXY CARD, RECEIPT OF THE ACCOMPANYING NOTICE OF
SPECIAL MEETING AND PROXY STATEMENT IS ACKNOWLEDGED.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as name or names appear on this proxy. If stock is held jointly, each holder
should sign. If signing as attorney, trustee, executor, administrator, custodian, guardian or
corporate officer, please give full title.
| HAS YOUR ADDRESS CHANGED? | DO YOU HAVE ANY COMMENTS? | |
_______________________________________________
LAZARD RETIREMENT SERIES, INC.
_______________________________________________
Lazard Retirement Equity Portfolio
Lazard Retirement Small Cap Portfolio
Lazard Retirement International Equity Portfolio
Lazard Retirement Emerging Markets Portfolio
Mark box at right if an address or comment has been noted on the reverse side of this card. /__/
NAME OF YOUR PORTFOLIO: ___________________________________
CONTROL NUMBER: _______________
| Please be sure to sign and date this Proxy. | Date: | ||
| Shareholder sign here | Co-owner sign here | ||
INSTRUCTION: If you own shares in more than one Portfolio, please complete a separate proxy card for each Portfolio in which you hold shares.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
| 1 | a. | With respect to the proposal to elect Mr. Ashish Bhutani as a Director: | |||
| For /_/ | Withhold Authority /_/ | ||||
| 1 | b. | With respect to the proposal to elect Ms. Nancy A. Eckl as a Director: | |||
| For /_/ | Withhold Authority /_/ | ||||
| 1 | c. | With respect to the proposal to elect Mr. Leon M. Pollack as a Director: | |||
| For /_/ | Withhold Authority /_/ | ||||
| 2 | . | In their discretion, on such other matters as may properly come before the meeting and | |||
| any adjournment thereof. | |||||
RECORD DATE SHARES: _____________________
LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity Portfolio
Lazard Retirement Small Cap Portfolio
Lazard Retirement International Equity Portfolio
Lazard Retirement Emerging Markets Portfolio
Special Meeting of Shareholders – April 26, 2007
Proxy Solicited on Behalf of Board of Directors
The undersigned holder of shares of one or more of the portfolios listed above (the "Portfolios"), each a series of Lazard Retirement Series, Inc., a Maryland corporation (the "Fund"), hereby appoints Nathan A. Paul and Brian D. Simon, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at 30 Rockefeller Plaza, 58th Floor, New York, New York 10112, on Thursday, April 26, 2007, at 3:00 p.m., and at any and all adjournments thereof, and thereat to vote all shares of the Portfolios of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL
BE VOTED FOR THE PROPOSALS UNLESS OTHERWISE INDICATED. BY
SIGNING THIS PROXY CARD, RECEIPT OF THE ACCOMPANYING NOTICE OF
SPECIAL MEETING AND PROXY STATEMENT IS ACKNOWLEDGED.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as name or names appear on this proxy. If stock is held jointly, each holder
should sign. If signing as attorney, trustee, executor, administrator, custodian, guardian or
corporate officer, please give full title.
| HAS YOUR ADDRESS CHANGED? | DO YOU HAVE ANY COMMENTS? | |