Exhibit (a)(1)
THE LAZARD FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (this "Code") for the Fund applies to the Fund's
Principal Executive Officer and Principal Financial Officer (the "Covered
Officers") for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that the Fund files with, or submits to,
the Securities and Exchange Commission (the "SEC") and in other
public communications made by the Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the Fund.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of his
position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Fund because of their status as "affiliated persons" of
the Fund. The compliance programs and procedures of the Fund and the Fund's
investment adviser (the "Adviser") are designed to prevent, or identify and
correct, violations of these provisions. The Code does not, and is not intended
to, repeat or replace these programs and procedures, and the circumstances they
cover fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the Adviser of which the Covered Officers are also officers
or employees. As a result, this Code recognizes that the Covered Officers, in
the ordinary course of their duties (whether formally for the Fund or for the
Adviser, or for both), will be involved in establishing policies and
implementing decisions that will have different effects on the Adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual
relationship between the Fund and the Adviser and is consistent with the
performance by the Covered Officers of their duties as officers of the Fund and,
if addressed in conformity with the provisions of the Investment Company Act and
the Investment Advisers Act, will be deemed to have been handled ethically. In
addition, it is recognized by the Fund's Board of Directors (the "Board") that
the Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes of ethics.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle of the Code is
that the personal interest of a Covered Officer should not be placed improperly
before the interest of the Fund.
Each Covered Officer must:
o not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund;
o not cause the Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather
than the benefit of the Fund;
o report at least annually any affiliations or other relationships
related to conflicts of interest indicated in the Fund's
Directors and Officers Questionnaire; and
o disclose any material ownership interest in, or any consulting or
employment relationship with, any of the Fund's service
providers, other than the Adviser or any affiliated person
thereof.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether
within or outside the Fund, including to the Fund's Board members
and auditors, and to governmental regulators and self-regulatory
organizations;
o each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees
of the Fund and the Adviser and take other appropriate steps with
the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Fund
files with, or submits to, the SEC and in other public
communications made by the Fund; and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by laws,
rules and regulations applicable to the Fund.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter, as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that
he has received, read, and understands the Code;
o annually thereafter affirm to the Board that he has complied with
the requirements of the Code;
o not retaliate against any other Covered Officer or any employee
of the Fund or their affiliated persons for reports of potential
violations that are made in good faith; and
o notify the Fund's Chief Legal Officer (the "CLO") promptly if he
knows of any violation of this Code. Failure to do so is itself a
violation of this Code.
The Fund will follow these procedures in investigating and enforcing
this Code:
o the CLO will take all appropriate action to investigate any
potential violations reported to it;
o if, after such investigation, the CLO believes that no violation
has occurred, the CLO is not required to takhe any further
action;
o any matter that the CLO believes is a violation will be reported
to the Board;
o if the Board concurs that a violation has occurred, it will
consider appropriate action, which may include: review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of the Adviser or its
board; or a recommendation to dismiss the Covered Officer;
o the CLO will be responsible for granting waivers, as appropriate;
and
o any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Fund for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies and procedures of the Fund, the Adviser, the principal underwriter or
other service providers govern or purport to govern the behavior or activities
of the Covered Officers who are subject to this Code, they are superseded by
this Code to the extent that they overlap or conflict with the provisions of
this Code. The Fund's and the Adviser's codes of ethics under Rule 17j-1 under
the Investment Company Act and the Adviser's additional policies and procedures
are separate requirements applying to the Covered Officers and others, and are
not part of this Code.
VI. AMENDMENTS
Any amendments to this Code must be approved or ratified by a majority
vote of the Fund's Board, including a majority of independent Board members.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Fund and its Board and the
Adviser and each of their respective counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Adopted: February 24, 2004