0000930413-12-003266 Sample Contracts

THE LAZARD FUNDS, INC. INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 23rd, 2012 • 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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LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Letter of Agreement • May 23rd, 2012 • Lazard Funds Inc

This Agreement is effective immediately. This Agreement may only be amended by agreement of the Fund and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

FINANCIAL INTERMEDIARY AGREEMENT
Financial Intermediary Agreement • May 23rd, 2012 • Lazard Funds Inc • New York

that either (i) such funds are received by the Custodian prior to 11:30 a.m., Eastern time on T+1, or (ii) Intermediary provides Distributor or its designee a federal funds wire system reference number prior to 11:30 a.m., Eastern time on T+1 evidencing the entry of the wire transfer of the purchase price prior to such time; and

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