https://www.sec.gov/Archives/edgar/data/874964/000093041325001861/c112749_497.htm497 1 c112749_497.htm
THE LAZARD FUNDS, INC.
Lazard US Systematic Small Cap Equity Portfolio
Supplement to Current Summary Prospectus and Prospectus
For all existing and prospective shareholders of Lazard US Systematic Small Cap Equity Portfolio:
· Lazard US Systematic Small Cap Equity Portfolio (the “Acquired Portfolio”) will be converted from a mutual fund into an exchange-traded fund (“ETF”), which is expected to occur on or about September 12, 2025.
· If you are an existing shareholder of the Acquired Portfolio, and your account can hold an ETF, your portfolio shares will be converted, and no action is needed by you.
· If you hold shares of the Acquired Portfolio in an account that cannot hold an ETF (i.e., your account is not permitted to purchase securities traded in the stock market), there are certain actions you can take. See the “Questions and Answers” section below for further information.
At a meeting held on May 20, 2025, the Board of Directors of The Lazard Funds, Inc. (“LFI”) approved on behalf of the Acquired Portfolio and the Board of Trustees of Lazard Active ETF Trust (“LAE”) approved on behalf of Lazard US Systematic Small Cap Equity ETF (the “Acquiring Portfolio” and together with the Acquired Portfolio, the “Portfolios”) (the Board of Directors of LFI and the Board of Trustees of LAE are referred to herein collectively as the “Board”) an Agreement and Plan of Reorganization (the “Plan”) pursuant to which the Acquired Portfolio, a series of LFI with approximately $46.9 million in assets as of March 31, 2025, will transfer its assets and liabilities to the Acquiring Portfolio, a series of LAE, in exchange for shares of the Acquiring Portfolio in a tax-free reorganization (the “Reorganization”). The Acquiring Portfolio is, and will be immediately prior to the date of the closing, a shell series, without assets or liabilities, created for the purpose of acquiring the assets and liabilities of the Acquired Portfolio. The Board, including all of the Directors who are not “interested persons” of LFI (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), determined that participation in the Reorganization is in the best interests of the Acquired Portfolio and that the interests of existing shareholders of the Acquired Portfolio will not be diluted as a result of the Reorganization. The Reorganization is expected to become effective on or about September 12, 2025.
The Acquiring Portfolio will have identical investment objective, fundamental investment policies and investment strategies as the Acquired Portfolio. Lazard Asset Management LLC (“LAM”), the Acquired Portfolio’s current investment manager, will serve as the investment manager of the Acquiring Portfolio. The Acquiring Portfolio’s portfolio management team is expected to be composed of Oren Shiran and Stefan T. Tang, the Acquired Portfolio’s current portfolio managers.
The Board believes the Reorganization will permit shareholders of the Acquired Portfolio to pursue the same investment objective in an ETF structure, which provides multiple benefits for shareholders, including lower costs, the potential for increased tax efficiency, intraday trading and full daily holdings transparency.
The Reorganization is structured to be a tax-free reorganization under the United States Internal Revenue Code of 1986, as amended. As a result, the Acquired Portfolio shareholders generally will not recognize a taxable gain (or loss) for U.S. tax purposes as a result of the Reorganization (although cash received as part of a Reorganization may be taxable, as noted below).
In connection with the Reorganization, shareholders of the Acquired Portfolio will generally receive ETF shares of the Acquiring Portfolio equal in aggregate net asset value to the number of shares of the Acquired Portfolio they own and may receive a cash payment in lieu of fractional shares of the
Acquiring Portfolio. Shareholders who do not want or cannot hold Acquiring Portfolio shares may redeem out of the Acquired Portfolio or exchange their Acquired Portfolio shares for shares of another fund. A redemption or exchange of shares would generally be a taxable event for shareholders holding shares in taxable accounts.
For the avoidance of doubt, the Acquiring Portfolio shall not issue fractional shares, and cash shall be distributed to Acquired Portfolio Shareholders in connection with this Reorganization in lieu of fractional Acquiring Portfolio Shares
Completion of the Reorganization is subject to making various filings with the U.S. Securities and Exchange Commissions (the “SEC”) and a number of conditions under the Plan. The Reorganization does not require shareholder approval. Acquired Portfolio shareholders will receive an information statement/prospectus describing in detail both the Reorganization and the Acquiring Portfolio, and a summary of the Board’s considerations in approving the Reorganization.
In anticipation of the Reorganization:
· on or about May 22, 2025, R6 Shares of the Acquired Portfolio will be closed to new shareholders and subsequent purchases by existing shareholders through the time of the Reorganization;
· on or about May 30, 2025, all Rule 12b-1 fees on Open Shares of the Acquired Portfolio will be waived and all issued and outstanding Open Shares of the Acquired Portfolio will be converted into Institutional Shares; and
· on or about September 8, 2025, the Institutional Shares class will be closed to new shareholders and subsequent purchases through the time of the Reorganization.
These dates may be subject to change. It is currently expected that at the time of the Reorganization there will be no outstanding R6 Shares.
An Information Statement/Prospectus with respect to the Reorganization is expected to be mailed to Acquired Portfolio shareholders in July 2025. The Information Statement/Prospectus will describe the Acquiring Portfolio and other matters. Investors may obtain a free copy of the Prospectus of the Acquiring Portfolio once the registration statement of the Acquiring Portfolio becomes effective at
https://www.lazardassetmanagement.com/us/en_us/investment-solutions/how-to-invest/mutual-funds or by calling (800) 823-6300...
Dated: May 22, 2025
