0000930413-11-007445 Sample Contracts

THE LAZARD FUNDS, INC. INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 17th, 2011 • Lazard Funds Inc • New York

Agreement, made the 11th day of August, 2005, as amended June 1, 2011, between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a New York limited liability company (the “Investment Manager”).

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THE LAZARD FUNDS, INC. SERVICING AGREEMENT
Servicing Agreement • November 17th, 2011 • Lazard Funds Inc • New York

We wish to enter into this Agreement with you for distribution and/or certain other services with respect to shares (the “Shares”) of the series of The Lazard Funds, Inc. (the “Fund”) set forth on Schedule A attached hereto, as such Schedule may be revised from time to time (each, a “Series”), of which you are the principal underwriter as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Letter of Agreement • November 17th, 2011 • Lazard Funds Inc

This Agreement can only be amended by agreement of the Fund, upon approval by the Fund’s Board of Directors, and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

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