M&A - LAZARD FUNDS INC

Form Type: 425

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000093041325002051

Filing Summary: On June 24, 2025, the Board of Directors of The Lazard Funds, Inc. approved an Agreement and Plan of Reorganization for the Lazard Emerging Markets Core Equity Portfolio to be converted from a mutual fund into an exchange-traded fund (ETF). This conversion is scheduled to occur on or about October 24, 2025, and is structured as a tax-free reorganization under U.S. tax code. Shareholders of the Acquired Portfolio will receive ETF shares of the Acquiring Portfolio equal in net asset value to their shares in the Acquired Portfolio; however, those unable to hold ETF shares in their accounts will have their shares liquidated for cash. The reorganization aims to offer benefits such as lower costs and enhanced tax efficiency for shareholders. There are specific actions existing shareholders may need to take depending on their account type to ensure they receive ETF shares. The Board confirms the move is in the shareholders' best interest and will not dilute existing shareholder interests. An information statement/prospectus is expected to be mailed in August 2025, detailing the Reorganization and the Acquiring Portfolio.

Form Type: 497

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000093041325002049

Filing Summary: The Lazard Emerging Markets Core Equity Portfolio will transition from a mutual fund to an exchange-traded fund (ETF), with an anticipated conversion date of October 24, 2025. A meeting on June 24, 2025, resulted in the approval of an Agreement and Plan of Reorganization, centered around the transfer of assets and liabilities from the Lazard Emerging Markets Core Equity Portfolio (Acquired Portfolio) to the Lazard Emerging Markets Opportunities ETF (Acquiring Portfolio). The reorganization is deemed to be in the best interests of current shareholders and will involve a tax-free exchange of shares. Current shareholders will receive shares of the Acquiring Portfolio equivalent to the net asset value of their holdings in the Acquired Portfolio. Important changes prior to the reorganization include waiving Rule 12b-1 fees, converting existing shares, and closing institutional shares to new investors. The document highlights that shareholders who cannot hold ETF shares need to take specific actions to avoid liquidation of their current investments, while those already eligible will have their holdings automatically converted. The reorganization does not require shareholder approval, and an information statement/prospectus will be distributed by August 2025 detailing the Acquiring Portfolio.

Form Type: 497K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: Update

Accession Number: 000093041325002050

Filing Summary: Lazard Emerging Markets Core Equity Portfolio is set to convert from a mutual fund into an exchange-traded fund (ETF) expected to occur on or about October 24, 2025. The merger involves an Agreement and Plan of Reorganization, where the Acquired Portfolio will transfer its assets and liabilities to the Lazard Emerging Markets Opportunities ETF, the Acquiring Portfolio, in a tax-free restructuring. The operation is collectively backed by both the Board of Directors of Lazard Funds, Inc. and the Board of Trustees of Lazard Active ETF Trust, asserting the move is in the shareholders' best interest with no dilution of existing interests. A series of preparatory steps will take place leading up to the merger, including waiving fees, converting shares types, and restricting new investments in certain classes. Shareholders must consider their account types prior to the conversion, as those unable to hold ETF shares will see their assets liquidated and a cash equivalent distributed instead. A detailed communication will follow, outlining these changes and implications for shareholders over the upcoming months.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000093041325001863

Filing Summary: Lazard Funds, Inc. is converting the Lazard US Systematic Small Cap Equity Portfolio from a mutual fund into an exchange-traded fund (ETF) starting on or about September 12, 2025. Existing shareholders will have their shares converted automatically if their accounts can hold ETFs. The Board of Directors approved a Plan of Reorganization which includes transferring the Acquired Portfolio's assets and liabilities to the Acquiring Portfolio in a tax-free reorganization. The Acquiring Portfolio will maintain the same investment objectives and be managed by the same portfolio management team. The restructuring aims to provide various shareholder benefits including lower costs and improved tax efficiency. Key dates leading up to the reorganization include the closing of R6 Shares to new shareholders on or about May 22, 2025, and a waiver of Rule 12b-1 fees by May 30, 2025. An Information Statement/Prospectus will be mailed to shareholders by July 2025 detailing the reorganization and the Acquiring Portfolio.

Form Type: 497

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000093041325001861

Filing Summary: Lazard US Systematic Small Cap Equity Portfolio is converting from a mutual fund into an exchange-traded fund (ETF) on or about September 12, 2025. Current shareholders will have their portfolio shares converted if their accounts can hold ETFs. An Agreement and Plan of Reorganization has been approved by the Board, allowing the Acquired Portfolio to transfer its assets and liabilities to the Acquiring Portfolio in exchange for shares in a tax-free reorganization. The Acquiring Portfolio will mirror the Acquired Portfolio's investment objectives and management team, ensuring shareholders retain the same investment strategy while benefiting from lower costs, intraday trading flexibility, and tax efficiency. Shareholders in accounts unable to hold ETF shares must take action to prevent liquidity issues. The Reorganization does not require shareholder approval and will be followed by an information statement/prospectus in July 2025. Key dates include the closure of R6 Shares on May 22, closure of Institutional Shares on September 8, and potential tax implications for redemptions or exchanges.

Form Type: 497K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000093041325001862

Filing Summary: The Lazard US Systematic Small Cap Equity Portfolio will convert from a mutual fund into an exchange-traded fund (ETF) around September 12, 2025. Existing shareholders whose accounts can hold an ETF will have their shares converted automatically. The Board of Directors of The Lazard Funds, Inc. approved a Plan of Reorganization allowing for the transfer of the Acquired Portfolio’s assets and liabilities to the new Acquiring Portfolio, which will be created as a shell series for this purpose and will remain without assets or liabilities until the transfer. This process aims to benefit shareholders by lowering costs and increasing tax efficiency, trading flexibility, and transparency. Shareholders will generally receive shares in the Acquiring Portfolio equivalent to their investment in the Acquired Portfolio without realizing a taxable gain. Specific actions will need to be taken by shareholders with accounts that cannot hold ETF shares. Shareholder accounts will be closed to new investment from May 22, 2025, with further conversions occurring later in May and September. An information statement/prospectus regarding the Reorganization will be sent in July 2025, and the change does not require shareholder approval.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000093041325001394

Filing Summary: The Lazard Funds, Inc. has filed a supplement to the current summary prospectus regarding the merger of the Lazard International Equity Advantage Portfolio (the Acquired Portfolio) with the Lazard International Dynamic Equity ETF (the Acquiring Portfolio) under an Agreement and Plan of Reorganization approved by both the Board of Directors of The Lazard Funds, Inc. and the Board of Trustees of Lazard Active ETF Trust. This tax-free reorganization involves the transfer of assets and liabilities from the Acquired Portfolio to the Acquiring Portfolio in exchange for shares. The expected date of the Reorganization has been updated to on or about May 9, 2025, due to exchange holidays affecting certain international markets. Throughout this process, the Acquired Portfolio will remain managed under its current investment strategy and has been closed to new shareholders. Shareholders of the Acquired Portfolio were provided with an information statement/prospectus outlining the details of the Reorganization, which does not require shareholder approval. Completion of the reorganization is contingent upon filing with the U.S. Securities and Exchange Commission and fulfilling various conditions outlined in the Plan.

Form Type: 497

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000093041325001392

Filing Summary: The Lazard Funds, Inc. announced an Agreement and Plan of Reorganization where the Lazard International Equity Advantage Portfolio will transfer its assets and liabilities to the Lazard International Dynamic Equity ETF in exchange for shares in a tax-free reorganization. This event, referred to as the Reorganization, has its expected date updated to on or about May 9, 2025, due to international market exchange holidays affecting the Acquired Portfolio. The portfolio is currently closed to new and subsequent purchases by existing shareholders. Shareholders have received statements detailing the Reorganization and portfolio considerations. The Reorganization does not require shareholder approval and will proceed once various regulatory filings are completed.

Form Type: 497K

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000093041325001393

Filing Summary: On April 24, 2025, Lazard Funds, Inc. announced a significant update regarding the Lazard International Equity Advantage Portfolio, which is set to undergo a reorganization. The Board of Directors approved an Agreement and Plan of Reorganization that will result in the transfer of assets and liabilities from the Acquired Portfolio to the Lazard International Dynamic Equity ETF, the Acquiring Portfolio. This tax-free reorganization was previously scheduled for around April 30, 2025, but has been postponed to approximately May 9, 2025, due to market exchange holidays. The Acquired Portfolio remains closed to new shareholders during this period, and will continue its current management strategies. The Reorganization does not require approval from shareholders and information statements outlining the details have been provided to involved parties. Completion hinges on necessary filings and conditions being met as per the Plan.

Form Type: 425

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000093041325000100

Filing Summary: The Lazard Funds, Inc. is converting its Lazard International Equity Advantage Portfolio from a mutual fund into an exchange-traded fund (ETF) as part of a Reorganization Plan approved by the Board of Directors on January 9, 2025. This plan involves transferring the Acquired Portfolio's assets and liabilities to the newly created Acquiring Portfolio, which will have the same investment objectives and management team. The Reorganization is expected to take effect on or about April 30, 2025, and is structured as a tax-free reorganization, meaning that shareholders will generally not recognize a taxable gain or loss. Shareholders will receive ETF shares equal in value to their current holdings, with provisions for cash payments in lieu of fractional shares. The Acquired Portfolio will close to new shareholders on January 16, 2025, and shareholders will receive detailed information about the Reorganization in an upcoming prospectus. Shareholders need to ensure their accounts can accept ETF shares to receive them directly; otherwise, they may need to redeem or exchange their shares, which could incur tax implications.

Form Type: 497

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000093041325000096

Filing Summary: The document outlines the conversion of the Lazard International Equity Advantage Portfolio (the 'Acquired Portfolio') from a mutual fund into an exchange-traded fund (ETF) expected to occur on or about April 30, 2025. The reorganization involves transferring the Acquired Portfolio’s assets and liabilities to the Lazard International Dynamic Equity ETF (the 'Acquiring Portfolio') under a tax-free reorganization plan approved by the Board of Directors of The Lazard Funds, Inc. and the Board of Trustees of Lazard Active ETF Trust. Existing shareholders of the Acquired Portfolio will receive shares in the Acquiring Portfolio equal in net asset value to their holdings, with potential cash payments for fractional shares. Shareholders must ensure their accounts can hold ETF shares; otherwise, shares will be liquidated, possibly incurring tax consequences. The document includes a Q&A section addressing common concerns regarding the reorganization process, the management of the Acquiring Portfolio, and actions for shareholders to ensure retention of their investments post-reorganization.

Form Type: 497K

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000093041325000097

Filing Summary: The Lazard International Equity Advantage Portfolio is being converted from a mutual fund into an exchange-traded fund (ETF), effective on or about April 30, 2025. Shareholders of the Acquired Portfolio will have their assets transferred to the Lazard International Dynamic Equity ETF, which is registered as the Acquiring Portfolio. This transition has been approved by the Board of Directors and does not require shareholder approval. The Reorganization is structured as a tax-free event under U.S. tax law, meaning shareholders should not recognize taxable gains at the time of conversion. Current fund managers will remain in charge of the new ETF, ensuring continuity in management and investment strategies. Shareholders will receive ETF shares equivalent in value to their current holdings, with cash provided for any fractional shares. To facilitate the switch, specific account conditions are outlined for shareholders, particularly regarding accounts that cannot hold ETF shares. Shareholders can initiate transfers or redeem their shares prior to the closing of the reorganization. Effective January 16, 2025, the Acquired Portfolio will be closed to new shareholders except for Institutional Class Shares, which will also close on March 31, 2025. An information statement/prospectus will be mailed in February 2025, detailing the changes and procedures for shareholders.