LAZARD ASSET MANAGEMENT LLC

Item 1 – Cover Page Form ADV Part 2A Lazard Asset Management LLC 30 Rockefeller Plaza New York, New York 10112 (212) 632-6000 www.lazardassetmanagement.com March 2025 This Brochure provides information about the qualifications and business practices of Lazard Asset Management LLC (“LAM”). If you have any questions about the contents of this Brochure, please contact us at (212) 632-6000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. LAM is registered as an investment adviser with the SEC. Registration as an investment adviser does not imply any level of skill or training. information about LAM also is available on the SEC’s website at Additional www.adviserinfo.sec.gov. 1  Item 2 – Material Changes • The Brochure was updated to reflect the addition of new investment strategies and certain changes to the descriptions of the risks applicable to the firm and its investment strategies. • The Brochure was updated to reflect that, in 2025, the firm filed a registration statement with the SEC to support the launch of the Lazard Active ETF Trust, an open-end management investment company registered under the 1940 Act. 2  Item 3 -Table of Contents Item 1 – Cover Page ...................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................ 2 Item 3 -Table of Contents ............................................................................................................................. 3 Item 4 – Advisory Business .......................................................................................................................... 4 Item 5 – Fees and Compensation ................................................................................................................ 14 Item 6 – Performance-Based Fees and Side-By-Side Management ........................................................... 26 Item 7 – Types of Clients ............................................................................................................................ 28 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 29 Item 9 – Disciplinary Information .............................................................................................................. 46 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 46 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Other Conflicts of Interest ..................................................................................................................................... 49 Item 12 – Brokerage Practices .................................................................................................................... 51 Item 13 – Review of Accounts .................................................................................................................... 63 Item 14 – Client Referrals and Other Compensation .................................................................................. 65 Item 15 – Custody ....................................................................................................................................... 65 Item 16 – Investment Discretion ................................................................................................................. 66 Item 17 – Voting Client Securities .............................................................................................................. 67 Item 18 – Financial Information ................................................................................................................. 68 PRIVACY NOTICE ................................................................................... Error! Bookmark not defined. DISCLOSURE FOR ERISA CLIENTS ..................................................................................................... 69 3  Item 4 – Advisory Business History of the Firm In 1848, the Lazard brothers formed a dry goods company which eventually became the firm now known as Lazard Frères & Co. LLC (“LF&Co.”). On May 1, 1970, Lazard Asset Management was formally established as the investment management division of LF&Co. and registered with the SEC as an investment adviser. On January 13, 2003, LAM was established as a separate subsidiary of LF&Co. and succeeded to the entire investment management business previously conducted as a division of LF&Co. LAM is a Delaware limited liability company and a wholly-owned subsidiary of LF&Co., a New York limited liability company with one member, Lazard Group LLC, a Delaware limited liability company. Interests of Lazard Group LLC are indirectly held by Lazard, Inc., a Delaware corporation whose shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “LAZ.” Principal Owners The following organizational chart depicts the principal owners of LAM: LAZARD, INC. LAZARD HOLDINGS LLC LLTD CORP I LLTD CORP II LLTD 2 SARL LAZARD GROUP LLC LAZARD FRÈRES & CO. LLC LAM AUM LAZARD ASSET MANAGEMENT LLC 4  LAM’s Global Affiliates LAM conducts its distribution and investment activities through subsidiaries and other affiliates located outside of the United States, which are registered to offer investment advisory services in their local jurisdictions. Through the use of common systems and supervisory procedures, LAM and these affiliates operate as a global asset management business. Investment personnel employed by different LAM affiliates continuously collaborate on research and investment decisions that are applied to client accounts domiciled in various global jurisdictions. Similarly, sales personnel employed by one of LAM’s affiliates may offer to local clients investment strategies managed by personnel employed by another affiliate. In such situations, the local affiliate will delegate portfolio management responsibilities to the other affiliate. Such delegation will be disclosed to the relevant client, normally through the investment management agreement. LAM AUM As of December 31, 2024, LAM had regulatory assets under management of approximately $148 billion, $125.5 billion of which was discretionary. Additionally, LAM managed $3.5 billion in non-discretionary assets. These figures do not capture assets that LAM manages via certain model portfolio arrangements, which are, by their nature, non-discretionary. LAM provides model portfolios to various financial intermediaries and institutional clients. As of December 31, 2024, LAM managed approximately $19 billion through such non-discretionary model portfolio arrangements. As of December 31, 2024, LAM, together with its global subsidiaries, managed a total of approximately $186.9 billion in assets under management. Description of Advisory Services For over fifty years, LAM has provided a wide array of investment advisory services and products to a variety of clients. LAM focuses on delivering exceptional client services and consistent application of its investment philosophies and processes. LAM takes a disciplined approach to investing on behalf of its clients and maintains a deep and creative team of investment professionals responsible for research and portfolio management. LAM actively manages assets according to a variety of equity, fixed income and alternative investment strategies, including among them investment strategies focusing on global, regional and international equity, U.S. equity, U.S. and global fixed income, and emerging markets equity and debt. LAM’s alternative investment products include convertible event, emerging market currency and debt, long/short equity and private equity strategies, among others. LAM provides investment advisory services to a variety of clients, including individuals, financial and other institutions, endowments, foundations, corporations, Taft-Hartley plans, public funds, wrap programs, model-based programs, mutual funds, exchange-traded funds (“ETFs”), private funds, alternative investment funds and other types of investment vehicles. LAM does not offer purely passive management investment strategies. LAM manages client assets, primarily on a fully discretionary basis, pursuant to an investment management agreement under which it advises each such client, according to LAM’s best judgment, as to the investment 5  and reinvestment of the cash and securities in the client’s account(s). In exercising its judgment in managing client accounts, LAM takes into account the individual objectives, restrictions and guidelines of each client, as agreed with the client, and other factors deemed relevant by the client and disclosed to LAM, such as the nature and amount of other assets and income from other sources. In addition, LAM furnishes investment advisory services to registered open- and closed-end investment companies and private funds, including hedge funds and commingled funds and trusts, based on the investment objectives and restrictions as set forth in each fund’s prospectus or offering document. LAM will assist clients in the review, evaluation and/or formulation of investment guidelines for the account and may collect information about each client’s financial circumstances, objectives, risk tolerance and restrictions. Separately managed account clients may impose reasonable restrictions on investments in particular securities and/or types of securities. LAM has adopted policies and procedures designed to ensure compliance with such restrictions. LAM’s automated system is not capable of monitoring certain types of client-imposed guidelines. Consequently, while LAM may accept these types of restrictions, LAM will manually monitor such guidelines on a periodic basis. LAM does not have a firm-wide chief investment officer or a central investment committee that directs on a firm-wide basis how LAM’s portfolios or investment strategies are implemented. LAM also does not require investment personnel to conduct research according to a singular approach, nor does LAM try to formulate a firm-wide investment view on particular securities, sectors or industries. Rather, LAM encourages an “integrated knowledge” approach whereby its investment personnel generate and share a diversity of investment opinions. Each portfolio management team makes investment decisions for the accounts under its discretion based upon its own views (and subject to its strategies and client guidelines), even if those decisions are inconsistent with the views or decisions of other portfolio management teams. This model allows LAM to meet the needs of its global clients, and LAM has adopted procedures designed to address conflicting trades and other potential conflicts that may result from LAM’s investment activities. Lazard Wealth provides wealth management services to sophisticated families with complex balance sheets, on both a discretionary and non-discretionary basis. The chief investment officer and other investment professionals of this division provide clients with strategic advice and planning, full investment management and private direct investment opportunities. The Lazard Wealth global investment platform is open architecture and spans all asset classes, both public and private. Lazard Wealth may invest or recommend the investment of client assets in strategies and funds managed and/or sponsored by LAM. For information relating to the wealth management services provide by Lazard Wealth, please refer to the Form ADV Part 2A of Lazard Wealth (the “LW Brochure”). LAM has adopted a Sustainable Investment and ESG Integration Policy (the “ESG Policy”) which recognizes that an issuer’s ESG practices, whether good or bad, can affect its valuation and financial performance. The ESG Policy also includes the firm’s criteria for labeling a LAM-managed portfolio or strategy “ESG Integrated” or “Sustainability Focused.” LAM also is a signatory to the United Nations Principles for Responsible Investment (the “UN PRI”), which seeks to incorporate six ESG principles into investment-decision making by participating asset managers. Notwithstanding the foregoing, portfolio management teams at LAM have discretion to incorporate financially material ESG considerations into their investment processes, and to what degree. Information concerning a particular investment strategy’s 6  utilization of ESG considerations (including the strategy’s potential status as “ESG Integrated” or “Sustainability Focused” under our procedures) is set forth in LAM’s description of the strategy in its offering materials. Examples of how LAM investment professionals may incorporate financially material ESG considerations in their research and company engagement are set forth on LAM’s Sustainable Investing website available here. Proxy Voting Generally, LAM is granted proxy voting authority under its client agreements. However, it is the responsibility of the custodian appointed by the client to ensure that LAM receives notice of the relevant proxies sufficiently in advance of the relevant meeting to allow LAM to vote. This is especially true with respect to wrap programs in which LAM serves as an investment adviser. LAM is not responsible for voting proxies if it does not receive timely notice from the client’s custodian, or in the case of wrap programs, the program sponsor. Please refer to Item 17 for more information on LAM’s proxy voting policy. Proxy voting information relating to Lazard Wealth can be found in Item 17 of the LW Brochure. Cash Management Each client account or fund managed by LAM may keep a portion of its assets in cash reserves. Depending on the individual objectives, restrictions and guidelines of each client account or fund, LAM may actively manage such cash reserves and either enter into repurchase agreements or “sweep” them temporarily into one or more money market mutual funds or other short-term investment vehicle, including those managed by LAM. In the case of client accounts, generally, sweep arrangements are made between the client and the client’s custodian, typically with the client responsible for selecting the sweep vehicle. In cases in which LAM does not actively manage the residual cash in client accounts, LAM’s sole responsibility in this regard is to issue standing instructions to the custodian to sweep excess cash in the client’s account into the sweep vehicle. In circumstances where the client has not made arrangements with its custodian, LAM will consult with the client regarding an appropriate sweep vehicle from those made available by the custodian, with the ultimate decision being made by the client. In exceptional circumstances, LAM will select an appropriate sweep vehicle from those made available by the custodian. However, where LAM does not actively manage the residual cash in a client account, LAM will not be responsible for monitoring the sweep vehicle into which such residual cash is swept. In cases in which LAM actively manages the residual cash in a client account, LAM may charge a fee for such cash management service, in addition to its regular advisory fee. Any client whose assets are “swept” into a money market mutual fund or other short-term investment vehicle or other unaffiliated fund will continue to pay LAM’s regular advisory fee plus a management fee to the manager of such fund or short- term investment vehicle on the portion of the account assets invested in the money market mutual fund, short-term investment vehicle or other unaffiliated fund. In cases where LAM serves as the manager of such sweep vehicle, the client may also pay the regular advisory fee and a management fee to LAM. Except to the extent prohibited by applicable law, LAM receives and retains all or a portion of the 12b-1 distribution/servicing fees paid by such vehicles or other unaffiliated fund. 7  Clients whose assets are entered into repurchase agreements or “swept” into a money market mutual fund, other short-term investment vehicle or other unaffiliated fund should be aware that their investment may significantly be affected depending on the interest rate environment and other factors. Foreign Currency Exchange (“FX”) Transactions Clients may delegate the execution of FX transactions to LAM. In such cases, LAM (as agent) will arrange for its FX Advisory Group to execute spot FX transactions in unrestricted currencies on the terms that LAM has negotiated through the FX Advisory Group at the client’s custodian bank or through a third-party broker, depending upon the instructions LAM receives from the client. LAM may charge a fee for the execution of spot FX transactions, in addition to its regular advisory fee. When actively managing FX trades across numerous accounts, LAM may (through instructions to counterparties or on its own) net client purchases and client sales in the same currency to reduce LAM’s clients’ transaction costs. Because of various limitations imposed by non-U.S. authorities and other parties, transactions in restricted currencies will continue to be effected by each client’s custodian pursuant to standing instructions. Each client’s custodian also will be responsible for executing all other types of FX transactions pursuant to standing instructions, such as those related to dividend and interest repatriation. In cases where a client has not requested that LAM handle arrangements for the settlement of transactions in non-base currency securities, LAM will instruct the client’s custodian to effect the necessary FX transaction. This is done either through standing instructions communicated to the custodian bank when the account is established or at the time settlement instructions are sent to the custodian bank for a particular transaction. In those cases, the custodian bank is responsible for executing FX transactions, including the timing and applicable rate of such execution pursuant to its own internal processes. Where custodian banks execute FX transactions based on standing instructions, LAM will not know the precise execution time of the FX trade and cannot influence the exchange rates applied to those trades. Currently, for clients who have requested that LAM handle spot FX, with direction to execute through their custodian, the rates for FX transactions are generally negotiated in an active manner by LAM utilizing the custodian bank’s institutional FX desk at LAM’s instruction, multiple times throughout the day. For certain other clients who have approved LAM to execute without specific custodian bank direction, LAM may execute the FX trades through approved counterparties other than the client’s custodian bank. These FX transactions are also generally negotiated in an active manner, multiple times throughout the day. Open execution (trades executed at banks other than the client’s custodian, either in a negotiated or standing instruction format) may involve incremental settlement risk and costs in that trades executed with other counterparties will involve wiring funds to counterparties and certain trade-away fees for third-party executions. However, LAM may determine that the execution benefits from trading with other counterparties outweigh the incremental risks and costs. In addition to executing spot FX transactions in unrestricted currencies, LAM’s FX Advisory Group may assist clients with both passive and active FX hedging. In the case of passive FX hedging, the FX Advisory Group manages currency exposure employing a rules-based approach based on the client’s guidelines, which may specify exposure targets, tolerance bands, the hedging approach (e.g., portfolio overlay, share 8  class or benchmark) and rebalancing. In the case of active FX hedging, the FX Advisory Group actively manages currency exposure on a discretionary basis based on the client’s goals and limits. LAM may charge a fee for FX services, in addition to its regular advisory fee. Wrap Fee Programs From time to time, clients of broker-dealers or other financial institutions retain LAM under so-called “wrap fee” programs offered by those institutions where LAM is selected as an investment adviser for the client’s program account. The broker-dealer or financial institution generally arranges for payment of LAM’s advisory fee on behalf of the client, monitors and evaluates LAM’s performance and, in certain cases, provides custodial services for the client’s assets, all for a single fee paid by the client to the broker or other financial institution. In addition, LAM participates in programs where it enters into advisory agreements directly with the clients of wrap program sponsors, which are sometimes known as “dual contract” wrap arrangements. Under both types of arrangements, LAM often has the ability to execute all trades. In such cases, LAM expects that a substantial percentage, if not all, of the wrap client’s transactions will be executed with a broker selected by LAM and then “stepped-out” to the wrap program sponsor, which may incur additional fees for the client. Although this is generally descriptive of the manner in which these programs operate and LAM’s role, an individual wrap program may contain terms and conditions that cause it to operate somewhat differently than the descriptions above. In general, LAM’s role as a portfolio manager participating in wrap programs is substantially similar to its role in managing other separately managed accounts in that LAM will manage each account in accordance with the model portfolio utilized by the LAM investment strategy chosen by the client or sponsor, subject to client-imposed guidelines; however, LAM may not always manage wrap program accounts identically to the way it manages separate accounts. For example, wrap program accounts generally will not participate in initial public offerings, and wrap program accounts may have a different amount of holdings and different positions than accounts LAM manages directly. LAM cannot, and does not attempt to, determine the suitability of an investment strategy for a wrap account holder. A client who participates in a wrap fee arrangement with a wrap fee program sponsor should consider that, depending on the level of the wrap fee charged by the wrap fee program sponsor, the amount of portfolio activity in the client’s account, the value of custodial and other services which are provided under the arrangement, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. Model Portfolios LAM also participates in programs, sometimes referred to as “model programs” or “UMA programs,” where it provides a model securities portfolio to another asset management firm, which then executes trades for retail client accounts based upon the model. LAM also enters into non-discretionary investment advisory agreements with other types of clients, typically institutional clients, to provide models that those clients may use to construct securities portfolios (together with a model program sponsor or overlay 9  manager receiving model portfolio holdings, each, a “Model Recipient”). In these situations, LAM typically does not have discretion to manage accounts for the Model Recipient, and LAM cannot determine the suitability of the investment strategy for the Model Recipient. Rather, LAM generally is responsible only for providing the updated model portfolio on a periodic basis and is compensated based on a percentage of total assets of the accounts of, sponsored or managed by, the Model Recipients. In some cases, LAM will effect trades for the Model Recipient, consistent with the final investment decisions made by the Model Recipient. Typically, the Model Recipient (and not LAM) is responsible for effecting trades recommended under the model. Please refer to Item 12 for additional information about LAM’s model portfolio arrangements and for information regarding how LAM communicates model portfolio holdings to clients under different circumstances and LAM’s trading processes. Asset Class Allocation Recommendations LAM also offers asset class allocation recommendations to clients. Under a particular non-discretionary investment advisory engagement, LAM provides advice on a periodic basis regarding the allocation of the client’s assets across various asset classes using a LAM Multi-Asset investment strategy, subject to specific allocation parameters communicated by the client to LAM. LAM may offer these services to other clients, and in these engagements, LAM is responsible only for providing recommendations across asset classes (and not with respect to individual securities), which the client may either accept and implement on behalf of its portfolio or reject. LAM does not have discretion to manage any of the client’s assets that are the subject of the arrangement, nor does it have any other duties or responsibilities, such as proxy voting, with respect to the client. Accordingly, transactions in securities by the client may be in the market at the same time as transactions by LAM in the same securities. As noted earlier, LAM characterizes assets managed pursuant to these asset allocation strategies as “assets under advisement.” Third-Party Service Providers and Other Relationships LAM’s services to clients rely in part on services received from third-party vendors, especially with respect to certain technology and operations functions. LAM monitors the services received from these providers and has developed practices to escalate issues so they are resolved in a timely manner. Despite LAM’s efforts, there is risk that errors by or interruptions impacting these vendors could affect LAM and its clients. LAM believes that its controls mitigate, but cannot eliminate, this risk. Some of LAM’s important service providers are described below. LAM outsources certain back and middle office administrative functions to State Street Bank and Trust Company (“State Street”). These services include portfolio accounting, client reporting, settlement, data administration, billing and reconciliation. In addition, LAM has implemented State Street’s Front-to-Back investment servicing platform and Charles River Development’s software-as-a-solution (together, the “Front-to-Back Platform”). LAM also outsources several operational functions relating to its wrap fee arrangements to SEI Global Services, Inc. (“SEI”) as well as to State Street. SEI and State Street both utilize their own internal systems to provide administrative services with respect to the wrap accounts that LAM manages. SEI, in particular, is responsible for performing the following functions: new client account initialization and maintenance; 10  trade order generation and routing; client account asset and cash reconciliation; client-imposed guideline monitoring and recordkeeping. Institutional Shareholder Services, Inc. (“ISS”) provides proxy voting, maintenance, reporting, analysis and record keeping services for LAM with respect to proxies for companies whose securities are held by LAM on behalf of clients. Glass Lewis & Co., LLC (“Glass Lewis”) also provides analysis with respect to such proxies. LAM has entered into an agreement with Pershing Advisor Solutions LLC and Pershing LLC (together, “Pershing”) whereby Pershing provides custodial, brokerage and certain other services for certain clients of LAM. Clients who choose to use Pershing’s services enter into separate custodial and/or brokerage agreements with Pershing. Generally, Pershing services are utilized by clients of LAM’s Private Client Group and Lazard Wealth or other clients who do not already utilize their own third-party custodian. LAM does not require that such clients use Pershing for these services, and clients are free to work with other custodians. Each client who considers retaining Pershing is provided with certain agreements and applicable fee schedules. Generally, LAM directs to Pershing most, if not all, trades for clients that retain Pershing to provide such services due to the nature of the clients’ fee structure with Pershing and other services that Pershing provides to the clients. Use of Derivative Instruments Certain investment strategies managed by LAM utilize over-the-counter (“OTC”) derivatives, such as interest-rate swaps, credit default swaps, forward currency contracts and other instruments. Regulatory changes have created significant operational and legal requirements for trading OTC derivatives, including FX forwards. These requirements include, but are not limited to, complying with the relevant regulatory regimes and entering into certain derivative trading documents commonly referred to as “ISDA Master Agreements” or “ISDAs.” Parties to “swap” transactions must enter into written swap documentation (i.e., ISDAs) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). In order to satisfy these documentation requirements, LAM typically recommends that clients elect to use the non-negotiated 2002 ISDA Master Agreement (the “Dodd-Frank ISDA”) and/or negotiates ISDAs and credit support annexes (“CSAs”) to govern OTC transactions (each, a “Negotiated ISDA”). In addition, LAM may also trade OTC derivatives under a client’s existing ISDA documentation. LAM will only act as agent (and not as principal) when it trades OTC derivatives on a client’s behalf. There are risks and benefits associated with entering into the Dodd-Frank ISDA and/or a Negotiated ISDA that each client must carefully consider, and LAM requests that each client consult with its advisors as necessary to ensure that it understands the risks and benefits of entering into such documents and the terms of OTC derivative documentation in general. If a client chooses to invest in a LAM-sponsored pooled vehicle, LAM, as investment manager of the pooled vehicle, will be responsible for establishing all derivative documentation. The use of the Dodd-Frank ISDA or a Negotiated ISDA is determined by the type of OTC derivative traded and client requirements. 11  The Dodd-Frank ISDA Generally, to trade an OTC derivative that does not require a collateral agreement (i.e., a CSA) with counterparties (e.g., FX deliverable forwards), LAM requires each client account to adhere to the Dodd- Frank protocols and elect the Dodd-Frank ISDA. The Dodd-Frank ISDA is elected via Markit, a website portal that enables clients to incorporate by reference the form Dodd-Frank ISDA and execute it with multiple counterparties. LAM, upon a client’s request, performs this process on behalf of the client. The election of the Dodd-Frank ISDA has potential benefits and risks that clients should consider. By electing the Dodd-Frank ISDA, a client’s account will be set up to trade in a few days. However, by electing the Dodd-Frank ISDA, which is a non-negotiated “form document”, counterparties cannot include additional events of default or termination events, key man clauses, credit terms or financial delivery obligations which may be adverse to a client. These types of terms typically increase the ability of counterparties to place a client in default or increase its obligations. The Dodd-Frank ISDA is a “form document,” as indicated above, which means that it is a generic non- negotiated document and, in certain circumstances, may contain terms that may not be as favorable as a Negotiated ISDA. For example, certain tax language which is generally customized to parties, entity types and jurisdictions would not be included in a Dodd-Frank ISDA. Certain other provisions, such as a dispute resolution provision, limited recourse, notice periods, additional termination events for net asset value declines, etc. might be included in a Negotiated ISDA but are not in the Dodd-Frank ISDA. Although the Dodd-Frank ISDA does not include a CSA to enable the posting of collateral, LAM may enter into CSAs on behalf of clients who trade under a Dodd-Frank ISDA. In this way, collateral may be posted for certain trading where clients have only entered into a Dodd-Frank ISDA. Dodd-Frank requires that the prudential regulators and other regulatory bodies impose margin requirements for uncleared OTC derivative trades on dealers, banks, asset managers and other financial institutions. The U.S. Commodity Futures Trading Commission (the “CFTC”) and other prudential regulators have adopted rules that mandate the posting of collateral for uncleared OTC derivatives. The rules have phased-in compliance dates. In an effort to comply with these rules, as well as certain regulations outside the U.S., LAM has implemented processes and procedures designed to allow it to post variation margin for accounts trading FX as required pursuant to relevant regulatory guidance and timelines. Negotiated ISDAs Generally, to trade OTC derivatives that require collateral (e.g., interest rate swaps, FX options, CDS on indices, etc.), LAM will seek to negotiate, on each client account’s behalf, Negotiated ISDAs with several counterparties. For strategies that trade FX forwards and OTC derivatives that require collateral, LAM will work with each client to determine the proper derivative documentation. In certain cases, LAM may require accounts to elect the Dodd-Frank ISDA so that it can trade FX forwards with numerous counterparties immediately while it finalizes the Negotiated ISDAs. Once LAM finalizes a Negotiated ISDA with a counterparty, all OTC derivatives (including FX forwards) are traded for that account under that client’s Negotiated ISDA. 12  Counterparties that enter into Negotiated ISDAs with LAM may conduct due diligence on, and a credit review of, LAM’s clients that wish to trade OTC derivatives prior to entering into a Negotiated ISDA. This can be a very lengthy process which typically does not begin until a client’s investment management agreement is executed and delivered to the counterparty. The length of the process will be driven by several factors, including but not limited to, the ability to add a client account to an existing LAM-Negotiated ISDA, the client’s guidelines, the client’s cooperation and the counterparty’s willingness to expedite negotiations. Negotiated ISDAs may vary from account to account and, therefore, there may be different credit terms and other risks associated with a client’s account that may not be relevant to other accounts managed by LAM. The Negotiated ISDA may require a client to make certain representations and warranties. LAM may not have the information necessary in order to make such representations and warranties. Therefore, LAM may require that the client provide the information necessary in order for LAM to execute the Negotiated ISDA. If this information is not obtained, it may delay the launch of the client’s account. Negotiated ISDAs, as mentioned above, may also have additional provisions that may not necessarily benefit a client’s account. For example, many Negotiated ISDAs include additional termination events that would not otherwise be included in the Dodd-Frank ISDA, making it more likely that an adverse event will allow the counterparty to terminate the Negotiated ISDA. Conversely, Negotiated ISDAs may include provisions that are generally helpful to the client, such as an extension of notice and cure periods, dispute resolution provisions, limited recourse and the expiration of the right to declare a default with respect to an account if the counterparty does not take action within a certain period of time. Currently, accounts that enter into Negotiated ISDAs may post collateral for all OTC derivatives (including FX forwards), while accounts that solely elect the Dodd-Frank ISDA without a CSA cannot post collateral for FX forwards. Accounts that post collateral may have different returns than accounts that do not post collateral. In addition, accounts that post collateral may be permitted to enter into transactions that accounts that do not post collateral cannot (i.e., FX options, CDX, etc.). Furthermore, if a client’s account has certain cash restrictions and collateral is required to be posted, the ability to utilize several counterparties may be limited. It is possible that accounts that post collateral obtain better pricing for OTC derivative transactions. Collateral is often referred to as “initial margin” and “variation margin.” Initial margin is typically a fixed amount that is required to be designated and maintained at a specified level, regardless of whether the mark- to-market exposure on the derivative instrument, if closed, would require a payment to the client. Variation margin is a daily-calculated amount established by the counterparty and depends on a number of factors, including the type of derivative transaction, the mark-to-market exposure of the client and the credit risk associated with the client. The variation margin will therefore change from day to day. Any client on whose behalf LAM may enter into derivative transactions will need to cooperate with LAM, and instruct its custodian to cooperate with LAM, to establish the necessary arrangements to satisfy collateral requirements. Any action taken by the client or the custodian that causes insufficient collateral to be posted may cause the counterparty to issue a margin call, seize the collateral, close out the related derivative transaction or take other action as permitted by the transaction documents. Any of these actions could result in a loss to the client. 13  In situations where a client is required to post collateral with a counterparty, the counterparty may fail to segregate the collateral or may commingle the collateral with assets of other clients of the counterparty. As a result, in the event of the counterparty’s bankruptcy or insolvency, the client’s excess collateral may be subject to the conflicting claims of the counterparty’s creditors, and the client may be exposed to the risk of a court treating the client’s account as a general unsecured creditor of the counterparty, rather than as the owner of such collateral. The CFTC has enacted rules and regulations requiring counterparties to notify their clients of their right to elect the segregation of initial margin. Should a client make this election, it would need to put in place a collateral account control agreement with its counterparty and custodian which may take significant time to negotiate and may therefore cause disruption to trading. In addition, there may be additional costs associated with making an initial margin segregation election. However, should a client elect to segregate initial margin it posts, its excess collateral could be awarded greater protection in the event of a counterparty’s bankruptcy or insolvency. Currently, LAM does not exercise the right to segregate initial margin on behalf of its accounts, unless required by applicable law. Investments in derivative transactions involve other risks. Please refer to Item 8 herein for a description of certain other risks relating to the use of derivative transactions. Item 5 – Fees and Compensation LAM Advisory Fees – General Policy LAM’s advisory fee is generally payable monthly or quarterly, based on the value of the account(s), either in arrears or in advance. In the event that a client terminates an investment management contract prior to the end of a billing period and the client has paid fees in advance, LAM would work with the client to refund any overpayment and would calculate the overpayment on a pro rata basis based on the number of days LAM actually managed the account. LAM has discretion over the fees it charges. Generally, LAM’s advisory fees are based on a percentage of assets under management. In certain situations, LAM may agree to a different fee structure, such as a performance fee. Fees may vary from the standard fee schedules depending on the nature of the services rendered and special requirements of the account or based on negotiations. Fees will generally differ for a variety of reasons, for sub-advisory accounts, large accounts, non-discretionary or restricted discretion accounts, and certain non-U.S. accounts or for certain special arrangements. LAM may offer blended fee schedules to existing clients with accounts across product lines. LAM has the discretion to waive fees in whole or in part for an individual client account. With respect to certain strategies managed by LAM, LAM may make investments for a client’s account in various exchange-traded funds (“ETFs”), open- or closed-end funds, and unregistered funds managed by LAM, its affiliates or other non-affiliated entities. If the investment strategy chosen by a client includes allocations to funds managed by LAM or an affiliate of LAM, LAM and/or its affiliate (to the extent not prohibited by applicable law) may receive a management fee from the relevant fund in addition to the advisory fee charged to the client for managing the assets in accordance with the strategy. By allocating a portion of a client’s account to such a fund, LAM’s total fees for managing the account may be higher than if it did not do so or if it did not receive a fee from the relevant fund. LAM will generally not allocate or reallocate client assets to or from funds managed by LAM or its affiliates without prior client approval. The portion of an account invested in such a fund will be managed in accordance with the prospectus or 14  offering document of the fund and will not be managed in accordance with client-imposed investment guidelines. Advisory fees for clients of LAM are generally based upon the fee schedule set forth below; however, fees are negotiable in LAM’s discretion. The fee schedule set forth below relates to the principal investment strategies managed by LAM. LAM also manages certain sub-strategies or customized strategies related to the investment strategies set forth below that are not specifically set forth herein. LAM’s Standard Fee Schedule Advisory fees for LAM’s separately managed account strategies are based on the market value of each account as follows: Global Equity European Equity Select 75 basis points on the first $100 million; International Equity 50 basis points on the balance Lazard Capital Allocator Series (“LCAS”) – Global International Quality Growth Global Equity Select 75 basis points on the first $25 million; International Equity Select/with Emerging Markets 50 basis points on the next $50 million; 45 basis points on the next $50 million; 40 basis points on the balance Global Sustainable Equity 75 basis points on the first $50 million; Digital Health 50 basis points on the next $50 million; 45 basis points on the balance Minerva Gender Diversity Developing Markets Equity/Select/Concentrated 100 basis points on the first $100 million; Emerging Markets Core Equity/Select 80 basis points on the balance Emerging Markets Equity/Select/Concentrated Emerging Markets Equity Blend Opportunistic Strategies Emerging Markets High Conviction Emerging Markets Discounted Assets 100 basis points on the first $100 million; Global Discounted Assets 75 basis points on the balance International Discounted Assets Emerging Asia Opportunities 55 basis points Emerging Markets Small Cap Equity 125 basis points on the first $100 million; 115 basis points on the next $100 million; 100 basis points on the balance 15  Global/International Small Cap Equity 85 basis points on the first $100 million; Global Strategic Equity 65 basis points on the balance International Strategic Equity Global Quality Growth Global Robotics & Automation Global Listed Infrastructure 90 basis points on the first $10 million; 75 basis points on the next $25 million; 70 basis points on the next $40 million; 65 basis points on the next $75 million; 60 basis points on the next $150 million; 55 basis points on the balance Global Equity Franchise 80 basis points on the first $25 million; 65 basis points on the next $75 million; 55 basis points on the next $150 million; 50 basis points on the balance Global Thematic Equity 75 basis points on the first $100 million; Global Thematic Equity Focus 65 basis points on the balance Thematic Inflation Opportunities Equity Listed Private Equity Discounted Assets 100 basis points on the first $100 million; 75 basis points on the balance Infrastructure Opportunities 55 basis points on the first $50 million; 40 basis points on the balance Clean Energy Materials 75 basis points on the first $100 million; 55 basis points on the balance Convertible Securities Global Convertibles 70 basis points on the first $50 million; 65 basis points on the next $100 million; 60 basis points on the next $100 million; 55 basis points on the balance European Convertibles 70 basis points on the first €50 million; 65 basis points on the next €100 million; 60 basis points on the next €100 million; 55 basis points on the balance Global Convertibles ESG 75 basis points on the first $50 million; 70 basis points on the next $100 million; 65 basis points on the next $100 million; 60 basis points on the balance 16  Global Convertibles Recovery 70 basis points on the first $50 million; 65 basis points on the next $100 million; 60 basis points on the balance European Convertibles Defensive 60 basis points on the first €50 million; 55 basis points on the next €100 million; 50 basis points on the next €100 million; 45 basis points on the balance Quantitative Equity Global Equity Advantage 65 basis points on the first $50 million; Global Equity ESG Advantage 55 basis points on the next $50 million; 45 basis points on the balance EAFE Equity Advantage 50 basis points on the first $50 million; 40 basis points on the next $50 million; 35 basis points on the balance ACW ex-US Small Cap Equity Advantage 70 basis points on the first $50 million; 65 basis points on the next $50 million; 60 basis points on the balance ACW ex-US Equity Advantage 50 basis points on the first $50 million; 45 basis points on the next $50 million; Global Managed Volatility 40 basis points on the balance Global Managed Volatility (ACW) 55 basis points on the first $50 million; 50 basis points on the next $50 million; 45 basis points on the balance EAFE Small Cap Equity Advantage 65 basis points on the first $50 million; 60 basis points on the next $50 million; 55 basis points on the balance Global Small Cap Equity Advantage 60 basis points on the first $50 million; 55 basis points on the next $50 million; 50 basis points on the balance Global Equity Advantage Diversified 45 basis points on the first $100 million; 35 basis points on the balance Global 130/30 85 basis points on the first $50 million; 80 basis points on the next $50 million; 75 basis points on the balance 17  Asia ex-Japan Equity Advantage 75 basis points on the first $50 million; 70 basis points on the next $50 million; 65 basis points on the balance Emerging Markets Managed Volatility 70 basis points on the first $50 million; 60 basis points on the next $50 million; 55 basis points on the balance European Equity Advantage 65 basis points on the first $100 million; 55 basis points on the balance China Equity Advantage 75 basis points on the first $50 million; 70 basis points on the next $50 million; 65 basis points on the balance Emerging Markets Equity Advantage 65 basis points on the first $50 million; 55 basis points on the next $50 million; 50 basis points on the balance Emerging Markets Small Cap Equity Advantage 110 basis points on the first $50 million; 90 basis points on the next $50 million; 85 basis points on the balance Regional Equity European Small Cap Equity 85 basis points on the first $100 million; 65 basis points on the balance Pan European Equity Alpha 65 basis points on the first £50 million; 50 basis points on the balance Continental European Equity Alpha Euroland Equity Alpha Euroland Equity Discovery European Equity Select 75 basis points on the first $100 million; 50 basis points on the balance UK Equity Diversified 50 basis points on the first $100 million; 40 basis points on the balance UK Equity Alpha 80 basis points on the first $100 million; 60 basis points on the balance UK Equity Omega UK Equity Income 60 basis points on the first $100 million; 40 basis points on the balance Middle East North African Equity 100 basis points on the first $100 million; 85 basis points on the balance 18  Country Specific Equity Japanese Equity 55 basis points on the first $50 million; 50 basis points on the next $50 million; 45 basis points on the balance Kagura Japanese Small Cap Value Equity 100 basis points on the first $100 million; 90 basis points on the balance LCAS US – Centric 75 basis points on the first $100 million; 50 basis points on the balance US Growing Venture 75 basis points on the first $50 million; 50 basis points on the balance US Equity Focus 55 basis points on the first $50 million; 45 basis points on the next $100 million; 35 basis points on the balance US Equity Value Focus 55 basis points US Equity Select 50 basis points on the first $50 million; 40 basis points on the next $100 million; US Equity Value 30 basis points on the balance US Small Cap Equity Select 80 basis points on the first $100 million; 60 basis points on the balance US Sustainable Equity Diversified 60 basis points on the first $50 million; 50 basis points on the next $50 million; 40 basis points on the balance US Equity Concentrated 75 basis points US Equity Ultra Concentrated Japanese Strategic Equity 75 basis points on the first $100 million; 65 basis points on the balance US Systematic Small Cap Equity 75 basis points on the first $100 million; 60 basis points on the balance US Systematic Small Cap Equity Concentrated 80 basis points on the first $100 million; 65 basis points on the balance Australian Equity 40 basis points on the first A$100 million; 31 basis points on the next A$100 million; 26 basis points on the balance 19  Australian Equity (Benchmark Unconstrained) 46 basis points on the first A$100 million; 36 basis points on the next A$100 million; 31 basis points on the balance Select Australian Equity 71 basis points on the first A$100 million; 58 basis points on the next A$100 million; 47 basis points on the balance Defensive Australian Equity 44 basis points on the first A$100 million; 34 basis points on the next A$100 million; 29 basis points on the balance Reducing to: 27 basis points on the first A$100 million; 21 basis points on the next A$100 million; 18 basis points on the balance When the proportion of cash investments is greater than 50% Balanced Global Balanced 75 basis points on the first $100 million; 60 basis points on the balance Global Balanced Select Global Dynamic Multi-Asset 85 basis points on the first $100 million; Real Assets 65 basis points on the balance US Balanced 75 basis points on the first $100 million; 50 basis points on the balance UK Balanced 60 basis points on the first $100 million; 40 basis points on the balance European Balanced 40 basis points on the first $100 million; 30 basis points on the balance Euro Total Return Balanced Fixed Income Emerging Markets Debt – Core 60 basis points on the first $50 million; 50 basis points on the next $50 million; Emerging Markets Debt – Local Debt 45 basis points on the next $150 million 40 basis points on the balance Emerging Markets Debt – Blend 65 basis points on the first $50 million; 60 basis points on the next $50 million; Emerging Markets Debt – Corporate 55 basis points on the next $150 million; 45 basis points on the balance 20  Emerging Markets Debt - Total Return 75 basis points Emerging Income 75 basis points on the first $100 million; 65 basis points on the next $150 million; 55 basis points on the balance Global Core Fixed Income 40 basis points on the first $50 million; 30 basis points on the next $50 million; 25 basis points on the balance Global Core Plus Fixed Income 45 basis points on the first $50 million; 35 basis points on the next $50 million; 30 basis points on the balance LCAS – Global Fixed Income 25 basis points on all assets European High Yield 50 basis points on the first €100 million; 35 basis points on the balance Euro High Quality Fixed Income 35 basis points on the first €100 million; 20 basis points on the balance Euro Corporate Fixed Income 28 basis points on the first €100 million; 20 basis points on the balance Euro Covered Bonds 35 basis points on the first €100 million; 20 basis points on the balance Scandinavian High Quality 40 basis points on the first €25 million; 35 basis points on the next €25 million; 30 basis points on the next €50 million; 25 basis points on the balance Nordic High Yield 55 basis points on the first €100 million; 35 basis points on the balance US Tax-Exempt Fixed Income 35 basis points on the first $100 million; 25 basis points on the balance US High Yield 50 basis points on the first $50 million; 45 basis points on the next $50 million; 40 basis points on the balance US Enhanced Income 25 basis points on all assets US Core Fixed Income 25 basis points on the first $100 million; 20 basis points on the balance US Intermediate Core 30 basis points on the first $100 million; US Core Investment Grade 20 basis points on the balance 21  US Short Duration Fixed Income 20 basis points on all assets US Core Plus Fixed Income 30 basis points on the first $100 million; 25 basis points on the balance Alternatives Rathmore 150 basis point management fee; 20% incentive fee Rathmore Plus 100 basis point management fee; 20% incentive fee Enhanced Opportunities 95 basis points on all assets European Long/Short Equity 100 basis point management fee; 20% incentive fee Baylight Long/Short Equity 125 basis point management fee; 20% incentive fee Baylight Beta Neutral 150 basis point management fee; 20% incentive fee With respect to certain accounts or pooled vehicles, LAM also charges fees based on the performance of the account or pooled vehicle as further described below. In addition to the fee schedule for LAM’s principal alternative investment strategies listed below, please see Item 6 below for a description of these types of arrangements. Private Client Group – Fee Schedule Advisory fees for LAM’s Private Client Group clients are generally based on the market value of each account as follows: US Equity and Balanced: 100 basis points on the first $5 million; 75 basis points on the next $5 million; 50 basis points on the balance. International/Global: 100 basis points on the first $5 million; 85 basis points on the next $5 million; 75 basis points on the balance. Fixed Income: 40 basis points on the first $25 million; 37.5 basis points on the balance. As noted above, any clients who retain Pershing to provide custodial, brokerage and other services will enter into appropriate agreements directly with Pershing, and Pershing will directly charge a fee to such clients. A separate fee schedule will be provided to any such client prior to entering into the agreement with Pershing. Lazard Wealth – Fee Schedules Item 5 of the LW Brochure sets forth fees and certain costs relating to the services offered by Lazard Wealth, including Managed Account Advisory Fees, Asset Class Pool Advisory Fees, fee arrangements relating to Direct Private Investment Vehicles, and the operating expenses relating to managed accounts and the sponsored asset class pools. 22  Description of Services Covered by LAM Advisory Fees Fees generally cover investment advice, account servicing, access to the portfolio management team and review of client information, as well as services related to FX transactions described above for those clients who appoint LAM to provide such FX services. The client pays for all transaction costs such as commissions and other account and service charges. Please see Item 12 below for a discussion of LAM’s brokerage practices. Periodic meetings are held with many clients at which LAM’s current economic outlook, investment strategy, and views on various industries and specific companies are presented. These meetings are a regular part of the investment management and advisory services LAM provides to its clients. LAM does not charge a special fee for consultation services where consultancy services are provided exclusively by LAM. LAM may charge a special fee for consultation services provided by a third party and/or advisory affiliate. Either party may terminate an advisory agreement at any time generally by giving 30 days’ written notice of termination to the other party. Lower fees for comparable services may be available from other sources. LAM’s Ability to Deduct Fees With respect to certain clients, subject to regulatory requirements and client authorization, LAM may direct a client’s custodian to deduct fees from a client’s account. Most clients are billed for investment advisory services, or fees are deducted, on a monthly or quarterly basis. Fees - Mutual Funds, ETF’s and Closed-End Funds Fees for the mutual funds registered under the 1940 Act managed by LAM (LFI and Lazard Retirement Series, Inc. (“LRS”)) are set forth in the summary prospectus and statutory prospectus for each such fund. Additionally, LAM also acts as the investment manager of Lazard Global Total Return and Income Fund, Inc. (“LGI”), a 1940 Act-registered closed-end investment company whose shares are listed on the NYSE. Depending on whether financial leverage is employed by LAM, LAM’s management fee for LGI will range between 0.85% and 1.28%. Additionally, in 2025, LAM has filed an initial registration statement with the SEC for Lazard Active ETF Trust (“LAE”), an open-end management investment company registered under the 1940 Act. The unitary fee for each ETF will vary and the specific details of each ETF will be available in the applicable prospectus. Private Funds Managed by LAM - Traditional Investment Strategies LAM acts as an investment manager to commingled funds established for certain clients of LAM, including defined contribution and defined benefit plans, that utilize certain of the investment strategies set forth above and/or alternative investment strategies. Although fees for certain funds may be separately negotiated, the management fees applicable to such funds are generally in-line with the fee structures applicable to LAM’s similarly managed institutional accounts, but such accounts are generally subject to additional fees, including custody, brokerage, administration and other fund expenses. 23  Private Funds Managed by LAM - Alternative Investment Strategies – Fee Schedule The standard fee schedules for LAM’s principal alternative investment strategies are set forth below: Rathmore: 1.5% management fee; 20% incentive fee/allocation. Rathmore Plus: 1% management fee; 20% incentive fee/allocation. US Systematic Long/Short Equity: 1.25% management fee; 20% incentive fee/allocation. LAM, together with its affiliates, serves as a general partner or investment manager to various partnerships or other hedge or private funds in which clients may be solicited to invest. These private funds employ the alternative investment strategies noted above. To the extent that LAM advises clients to purchase interests or shares in these private funds, or similar investment vehicles established by LAM or an affiliate of LAM, client assets invested in such investment vehicles will generally be excluded from the total assets on which LAM charges its regular management fee. Private Funds Managed by LAM – Expenses In addition to payment of the management fee and incentive fee/allocation (if applicable), each private fund will bear certain customary expenses (e.g., brokerage and custodial fees, legal and audit fees, fees and expenses of outsourced service providers, third-party professionals and administrators, regulatory reporting expenses, operational expenses, etc.), and certain extraordinary expenses (e.g., tax audits, reorganization, dissolution, winding-up or termination, etc.). Generally, all expenses borne by a private fund, other than the management fee and expenses related to currency conversion, currency hedging, or new issues as well as any expenses that LAM believes should be allocated to a particular investor, will be debited to all capital accounts or classes of shares on a pro rata basis. Additional information about each private fund as well as the fees and expenses charged to investors by such private fund is provided in that private fund’s offering documents. Joint Expenses If any expenses are incurred jointly for the account of one or more private funds and any other accounts managed by LAM or its affiliates, such expenses will be allocated among the private funds and the other accounts pro rata based on their respective interests in the investment to which the expense relates, or in such other manner as LAM considers fair and reasonable. With respect to trading agreements, LAM will directly charge its separate account clients or private funds, as the case may be, for the cost of entering into trading agreements, including but not limited to ISDA agreements. In the case where multiple clients trade under the same trading documentation, LAM will generally charge the first private fund, LAM client or clients that enter into the trading agreement. If a 24  subsequent LAM client or private fund is added as a party to trading agreements previously negotiated by LAM, that client or private fund will not be charged for the initial cost of negotiating the agreement, but will bear the cost of any additional documentation required to add that LAM client or private fund as a party to the agreement. In the event that LAM negotiates such trading agreement on behalf of multiple LAM clients, each LAM client will equally bear the costs of negotiating such agreement. In certain cases, in its discretion, LAM may agree to pay the costs of negotiating and entering into trading agreements out of its own resources. Compensation – Wrap Fee Programs and Model Programs LAM’s compensation pursuant to a wrap fee arrangement may be lower than LAM’s standard fee schedule for managing separate accounts in the same strategy. However, the overall cost of a wrap fee arrangement may be higher than the client otherwise would experience by paying LAM’s standard fees and negotiating transactions with a broker or dealer that are payable on a per transaction basis (either directly in directed brokerage arrangements or through LAM when LAM is authorized to select a broker or dealer), depending on the extent to which securities transactions are or are not initiated for the client by LAM during the period covered by the arrangement. A wrap fee client may terminate the account arrangement upon a specified period of notice to the broker or other financial institution and upon termination any prepaid fee is refundable on a pro rata basis for the period unearned. LAM’s compensation pursuant to model portfolio arrangements also may be lower than LAM’s standard fee schedule for managed accounts that employ corresponding investment strategies. Compensation for model portfolio arrangements is typically an asset-based fee charged on the assets managed pursuant to the LAM model included in the particular program in which LAM participates. Due to the nature of the strategy, and the fact that the Multi-Asset team determines both the allocation to Portfolios as well as manages certain of the Portfolios to which the strategy may allocate, there is a potential incentive for the Multi-Asset team to: (i) allocate all or a higher percentage of the strategy’s assets to Portfolios with higher fees; and/or (ii) allocate all or a higher percentage of the strategy’s assets to Portfolios managed by the Multi-Asset team to generate higher revenue for these products. LAM has adopted policies and procedures designed to mitigate these potential conflicts. LAM may also deliver model portfolios to participating intermediaries consisting exclusively of investments in the shares of the portfolios of The Lazard Funds, Inc. (“LFI”), an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) managed by LAM (the “Portfolios”). 25  Potential Conflicts of Interest Relating to Compensation Arrangements LAM’s client service representatives and other employees and employees of affiliates receive incentive compensation, a portion of which may be attributable to the sale of registered fund shares or interests or shares of other funds. The receipt of incentive compensation creates a potential conflict of interest in that a LAM employee will have an incentive to recommend a product for a client based on the ability to receive the incentive compensation, rather than the client’s needs. However, LAM has implemented supervisory controls designed to prevent breach of its fiduciary responsibilities in this regard. To the extent that LAM recommends that a client purchase shares of a registered fund managed by LAM, such client has the option of purchasing that fund through other brokers or agents unaffiliated with LAM. Lazard Asset Management Securities LLC (“LAM Securities”) is a limited purpose registered broker-dealer that serves as the distributor of the mutual funds and placement agent of certain private funds managed by LAM. LAM Securities is a wholly-owned subsidiary of LAM and receives a Rule 12b-1 fee with respect to the open class of shares of portfolios of LFI and the service class of shares of portfolios of LRS. Please refer to Item 10 for additional information relating to LAM Securities. LAM’s parent company, LF&Co., independently offers financial advisory services to its clients. The Lazard Private Capital Advisory team at LF&Co. (“LPCA”) assists clients with, among other things, providing capital solutions in private equity, private credit, real estate and real assets-focused investment firms. LPCA may introduce Lazard Wealth to potential third-party private fund managers and private funds that may be suitable for clients of that unit. Neither Lazard Wealth nor its clients will pay LPCA a fee for these introductions but LPCA may receive referral fees from the third-party private fund managers or funds relating to such clients. Item 6 – Performance-Based Fees and Side-By-Side Management As mentioned above, LAM acts as an investment manager for several private funds, including hedge funds and certain commingled funds and trusts. Such funds are offered only in accordance with the eligibility requirements set forth in each fund’s respective offering memorandum and in compliance with federal and state laws applicable to the offering of such private funds. Management fees and performance fees/allocations payable to LAM or an affiliate of LAM by such funds are described in the offering memoranda for such funds. As mentioned above, LAM’s management fee for alternative and private funds is generally between 0.60% and 1.5% and its performance fee/allocation or incentive fee/allocation, where applicable, is generally between 10% and 20%. LAM may, in its discretion, waive all or a portion of the management fee or performance fee/allocation in respect of any investor, including employees of LAM; provided, however, that any waiver generally will be external to the fund (through rebate or by purchasing additional interests or shares for the account of such shareholder) and will not affect the homogeneity of the interests or shares. With certain individual or institutional clients, LAM also enters into performance fee arrangements, which provide for compensation to LAM or an affiliate of LAM upon the basis of a share of the capital gains, or 26  the capital appreciation of the funds, or any portion of the funds, provided that all of the conditions in Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”) are satisfied. LAM receives other types of performance-based compensation, such as compensation based on a fulcrum fee, from certain clients. Generally speaking, a fulcrum fee is based on the performance of an account versus an appropriate index of securities, where the fee increases and decreases proportionately with such performance. Additionally, certain portfolio managers’ bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams. This percentage may differ depending on the particular investment strategy and accordingly, a portfolio manager who is a member of one or more investment teams may receive different bonus compensation from LAM with respect to different investment strategies. Although this may create an incentive for the portfolio manager to allocate certain investments to the strategies with respect to which it receives higher compensation, LAM has adopted a number of policies and procedures designed to prevent such a conflict of interest. Descriptions of such policies are included below and in Item 8. A client paying performance-based compensation should be aware that this type of compensation arrangement potentially creates a conflict of interest and that: 1. the fee/allocation arrangement creates an incentive for LAM to make investments that are riskier or more speculative than would be the case in the absence of a performance fee/allocation and/or allocate or sequence investments in favor of accounts that are expected to pay higher performance fees/allocations than others in a given period; 2. LAM or an affiliate may receive increased compensation, and with regard to unrealized appreciation as well as realized gains in the client’s account; 3. the periods used to measure the performance will be specified in the contract and/or offering memorandum and may be less than a twelve-month period; 4. to the extent that the performance fee/allocation is calculated based on performance relative to a benchmark, the benchmark recommended to be used by LAM will typically be one that reflects and is similar to the investment objective and guidelines for the account and is intended to provide an effective measurement of the performance of the account; and 5. securities held in the client’s account for which no market quotations are readily available will typically be valued by either the client’s custodian or LAM based upon objective factors. At times, the same portfolio management teams that implement LAM’s long-only strategies also will manage long-short and other alternative strategies. LAM’s portfolio management teams also implement different long-only strategies with different investment objectives. A portfolio manager implementing more than one investment strategy will make different investment decisions for the different portfolios under his or her discretion. A portfolio manager may trade securities for long-short portfolios that he or she may not trade for long-only portfolios. A portfolio manager also may in good faith trade the same securities for long-short and long-only portfolios but not at the same time. 27  LAM has adopted policies and procedures designed to address material conflicts of interest, including those set forth above relating to performance-based compensation arrangements. • In advising clients of LAM, LAM’s portfolio managers must determine whether a security is suitable for purchase or sale, on behalf of and for a given account, based on a variety of factors, including, without limitation, the client’s investment objectives or strategies, any trading restrictions, tax matters and overall liquidity needs. Although a portfolio manager of an investment strategy or vehicle that charges a performance fee/allocation has a potential incentive to take on additional risk, as an employee of LAM, a portfolio manager must act in the best interest of such fund or client. Additionally, LAM’s accounts and vehicles in a particular investment strategy are generally managed in accordance with a model, subject to guidelines or product restrictions, and trades are allocated fairly without regard to the revenue LAM may receive from particular accounts. LAM’s Compliance department performs various reviews, including reviews of client trade allocations and other reviews, designed to identify issues associated with side by side management and/or material departures from LAM’s trading and allocation policies. • LAM maintains three Investment Management Groups (one dedicated to each of the Fundamental Equity, Fixed Income and Quantitative/Multi-Asset/Alternative Investments platforms), which have global responsibility for overseeing each of their respective products’ adherence to its stated investment process. LAM also maintains a Risk Management Group which has global responsibility for oversight of the various types of risk in portfolios managed by LAM, including those that are charged performance-based fees/allocations. The Risk Management Group performs regular reviews of products and accounts and shares its results and/or related data with investment professionals and the relevant Investment Management Group. • Additionally, certain potential conflicts relating to fees are addressed by LAM’s business structure. For example, LAM employees have a limited ability to negotiate fees other than those set forth in its fee schedule listed above (most of which, with the exception of alternative strategies, are asset- based and not performance-based) and material deviations from such fee arrangements must be approved by a member of senior management. • The majority of LAM’s institutional clients are charged asset-based fees. To the extent that a performance-based fee is charged to a client it is often the result of a request from that client. For the most part, performance-based fees are charged by LAM in connection with its alternative investment strategies, whose investors are sophisticated and knowledgeable and meet the eligibility requirements set forth in the relevant offering documents for such vehicle. Item 7 – Types of Clients LAM provides investment advice to all types of clients, including, without limitation, individuals, banks or thrift institutions, pension and profit sharing plans, high net worth families, trusts, estates, charitable organizations, corporations, educational institutions, limited partnerships, Taft-Hartley plans, foundations, endowments, municipalities, registered mutual funds, private funds, trust programs, sovereign funds, non- U.S. funds such as UCITs and SICAVs, and other U.S. and international institutions. These clients may 28  also include wrap program sponsors, investors in wrap programs, and clients who are Model Recipients through a non-discretionary arrangement. LAM generally requires a minimum investment amount for each of the strategies it manages on a direct basis. Such minimum investment amounts will vary depending on the particular investment strategy in which a client chooses to invest and may be as low as $5 million (for institutional U.S. equity accounts, for example) and as high as $100 million (for emerging markets debt strategies, for example). These requirements are dependent on a variety of factors and are subject to change. LAM in its sole discretion may waive the minimum investment requirements. LAM generally applies the minimum account sizes on the basis of the aggregate amount of assets associated with a particular relationship. LAM will accept client accounts of less than the minimum in certain circumstances in its sole discretion, including, but not limited to, (i) where the prospective client has a relationship with LAM, one or more of its officers or employees, or one of its clients or (ii) if the client agrees that the account will be solely invested in one or more portfolios of a fund or other collective vehicles managed by LAM. In addition, LAM will accept accounts under $1 million that are part of, or associated with, the wrap fee programs described herein or certain other broker, consultant or broader relationships or where LAM believes the overall relationship may grow in the future. The institutional share class of LFI, a registered open-end mutual fund managed by LAM, has a minimum investment requirement of $10,000, the Open share class of LFI has a minimum investment requirement of $2,500 and the R6 share class of LFI generally has a minimum investment requirement of $1 million. (For minimum investment amounts applicable to Lazard Wealth, please refer to Item 7 of the LW Brochure.) Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss1 Description of Investment Strategies and Analysis As mentioned in Item 4 and Item 5 above, LAM manages assets according to a variety of equity, fixed income and alternative investment strategies, including investment strategies focusing on global, regional and international equity, U.S. equity, U.S. and global fixed income, and emerging markets equity and debt. Many of LAM’s U.S., emerging markets, international and global equity investment strategies are managed in accordance with a relative value investment strategy and certain equity strategies utilize a growth at a reasonable price, or “GARP” strategy. LAM’s alternative investment products include convertible event, emerging market currency and debt, private equity and global and equity strategies, among others. LAM’s investment teams determine and implement the investment strategies. For certain accounts where LAM has been given discretion to make asset allocation decisions, LAM’s investment teams determine the appropriate allocation to each asset class at any given point in the economic cycle and review the relative weightings by sector in the portfolios. LAM utilizes a team-based approach in implementing its investment strategies on behalf of clients. LAM focuses on delivering superior client service and products through its global research capabilities and diverse product platform. In doing so, LAM will tailor its services and investment platform to meet the evolving needs of clients through its disciplined approach to investing. In addition to the information 1 The Methods of Analysis, Investment Strategies and Risk of Loss disclosures for Lazard Wealth are set forth in Item 8 of the LFOP Brochure. 29  regarding LAM’s investment strategies included in this Brochure, LAM’s prospective clients typically receive a great deal of other information regarding the investment strategies and products managed by LAM prior to investing with LAM, and LAM encourages clients to review marketing materials and other product- specific information before investing. Research and Analysis LAM’s research capabilities are built off of the firm’s “integrated knowledge” approach, as noted in Item 4 above, wherein investment ideas are generated from the diversity of opinions shared across LAM’s global investment platform. A significant portion of LAM’s research is conducted in-house and is proprietary to LAM. LAM’s analytical resources include global sector analysts focusing on six global sectors, analysts assigned to specific portfolio teams and portfolio manager/analysts who spend significant time on research. This structure provides the primary source of research for many of LAM’s investment strategies. LAM’s proprietary research is supplemented by outside research services, including, but not limited to, customary “sell-side” research reports, analytics, databases and other third-party research services. As noted above, the investment personnel on each portfolio management team typically implement their investment process(es) independently of other teams by making the buy and sell decisions in each client’s portfolio. Analysts dedicated to particular portfolio management teams work closely and regularly with LAM’s portfolio managers/analysts. LAM’s global sector analysts, who also manage certain portfolios, prepare and internally distribute investment ideas for consideration by various portfolio management teams throughout LAM. At LAM, research is a shared resource and all portfolio management team members and global research analysts are encouraged to share ideas, subject to certain narrow exceptions. LAM does not sell its proprietary research to third-parties. LAM may share its research with individual clients (and their consultants/agents) as part of the latter’s due diligence on LAM or in connection with investment discussions with individual clients or their consultants. No method of research or analysis can guarantee a particular investment result or outcome and the use of investment tools and research does not guarantee investment performance. In addition, certain methods of analysis, including those relating to quantitative or other similar models, involve the use of mathematical models based on certain assumptions. As such, these models are tools, which may not always be complete or accurate. There can be no assurance that an investment strategy will produce an intended result, and an investor may experience losses, including, potentially, a complete loss of principal. From time to time, LAM may choose to engage the services of an “Expert Network”. LAM maintains an Expert Network Policy that is designed to govern the interactions between the firm’s research professionals and experts and address the potential for the receipt of material, non-public information. Assets Eligible for LAM’s Investment Strategies In general, LAM invests client assets in the following securities and instruments, depending on the particular strategy utilized to manage the client’s account, and subject to client guidelines: equity and debt 30  securities, exchange-listed securities, securities traded OTC, U.S. and non-U.S. securities, real estate investment trusts (“REITs”), warrants, corporate debt, certificates of deposit, commercial paper, municipal securities, U.S. and non-U.S. open and closed-end investment company securities, U.S. government securities, options contracts, futures contracts, asset-backed securities, non-U.S. government bonds, mortgage pass through securities, adjustable rate mortgages, collateralized debt or mortgage obligations, commercial mortgage-backed securities, structured notes, currencies, futures, reinsurance-backed bonds, mortgage derivatives, non-Rule 144A private placements, private equity, forwards, swaps and other derivatives, including, credit default swaps and interest-rate swaps, listed and OTC options, options on foreign exchange, rights offerings, ETFs, exchange-traded notes (“ETNs”), open-end and closed-end funds, convertible bonds, preferred stock, and interest only or principal only securities. LAM also invests assets of certain clients in Rule 144A securities or other securities that are not registered under the Securities Act of 1933 (the “1933 Act”). Typically, these securities may not be resold until registered under the 1933 Act unless an exemption from the 1933 Act’s registration requirements, such as Rule 144A, is available and complied with for the re-sale transaction. As a result of these restrictions, Rule 144A securities tend to be less liquid than registered securities and tend to sell at a lower price than would be available if they were registered. In addition, it may be more difficult to value Rule 144A securities accurately and less information may be available about the issuers of Rule 144A securities. Quantitative Investment Strategies Additionally, LAM manages various investment strategies that utilize investment processes which apply computer-based models and proprietary risk management frameworks as an exclusive or material investment decision-making tool to analyze companies, generate security selections and help construct portfolios. The computer-based models and risk management framework are designed to extract and analyze a variety of financial data from various sources. Compliance and Risk personnel at LAM on a regular basis conduct diligence on these models and their performance, and we maintain model governance procedures for investment personnel to follow when changing and maintaining the models. However, much of LAM’s diligence is dependent upon the cooperation and expertise of the portfolio managers who construct and maintain the models. There is no guarantee that quantitative models will perform as expected or as designed. Each of LAM’s quantitative investment teams maintains various strategies with different investment objectives and guidelines. Occasionally, one team’s quantitative models may generate long positions in the same security that another strategy's model generates as a short position. This dynamic can occur within the same investment team across different strategies, involving LAM’s seed and/or proprietary accounts incubating new quantitative investment strategies on one hand, and client portfolios on the other. Certain quantitative investment strategies incorporate aspects of AI in their quantitative models; however, at this time, such use of AI does not include investment discretion, autonomous decision-making capabilities or the ability to make independent judgment over time. The criteria underlying the selection of investment opportunities by AI tools is created by the relevant portfolio managers, who exercise their professional judgment and expertise in the development of their proprietary quantitative models and implementation of any use of AI. 31  Convertible Arbitrage, Special Situation and Event-Driven Investment Strategy LAM manages a convertible arbitrage and event-driven investment strategy (the “Rathmore Strategy”) that utilizes a relative value investment program investing in convertible arbitrage, special situation and event- driven investments. Through its investments in special situations, the Rathmore Strategy seeks to uncover anomalies across a company’s capital structure and employs a proprietary screening process, quantitative analysis and fundamental research, including analysis of indentures and covenants. It also seeks to take advantage of developments that impact corporate securities and create pricing anomalies, and therefore, investments. Relative value exposure to special situations and events will predominantly involve investments in a variety of corporate securities, including convertible securities and common stocks, as well as investments in equity and credit derivatives. The Rathmore Strategy is authorized to utilize a variety of different investment techniques and financial instruments including, but not limited to, convertible securities, fixed income securities (including high-yield and distressed corporate fixed income securities), equity securities, futures (including index futures and equity sector futures), OTC derivative instruments, options on stocks and stock indices, short-term investments, and contracts for differences, and is authorized to engage in currency hedging. Principal risks of investing in the Rathmore Strategy are set forth below. Investment Solutions Group LAM’s Investment Solutions Group leverages proprietary technology to draw on the full breadth of LAM's investment platforms in order to partner with clients and create solutions that are suited to their bespoke needs, offering multi-asset, single asset and niche solutions. In multi-asset solutions, the Investment Solutions Group allocates assets in a client’s account among various strategies managed by other LAM portfolio management teams. In single asset solutions, it offers holistic asset class management, incorporating complex requirements and guidelines from the client. In niche solutions, it uses data science to drive thematic portfolio development in areas such as infrastructure, clean energy materials, agriculture and digital health. The Investment Solutions Group will invest a client’s assets according to the client’s customized solution using separate accounts, mutual funds, private funds or other available vehicles, as applicable. It will allocate assets among the underlying strategies in its discretion, consistent with the investment objectives and guidelines associated with the relevant client’s account. In the case of certain multi-asset solutions, the multi-asset strategy may differ from the underlying strategy managed by other LAM portfolio management teams. For example, the multi-asset strategy may be more concentrated or customized than its underlying strategy counterpart. In making allocation decisions, the Investment Solutions Group will have access to detailed information related to the underlying strategies that may not be available to other investors or clients. This includes, but is not limited to, holdings information, transaction detail, performance information and access to the other LAM portfolio management teams. As a result, the Investment Solutions Group may be able to achieve performance results that are better than other clients whose assets are managed using one or more of the underlying investment strategies but where LAM is not responsible for the client’s asset-allocation decisions. 32  Securities Valuation LAM’s advisory fees normally are calculated based upon the value of clients’ portfolios. For the most part, pricing for securities held in client portfolios is provided by independent third-party pricing vendors. However, LAM has the ability to determine the value of portfolio holdings that are difficult to price, and in such cases has an incentive to select the highest potential price for those securities, although a lower price also would be reasonable. To mitigate that potential conflict, LAM generally sources security prices from third-party vendors and has created a Valuation and Liquidity Committee (the “Valuation Committee”) to oversee the valuation decisions made for the securities held by the firm’s sponsored mutual funds, and certain other products, which hold securities that are owned by a large portion of LAM’s institutional accounts. The Valuation Committee includes members from LAM control groups such as Legal, Compliance, Fund Administration, Trading, Operations and Risk Management. The Valuation Committee may determine fair valuations of securities impacted by certain events, but LAM normally does not act as the pricing agent for its portfolios. LAM will share its views on securities valuations (including fair valuations) with clients as well as pricing vendors. Conflicting Equity Transactions by LAM • As previously noted, each LAM portfolio management team typically will implement its investment processes independently of other portfolio management teams. However, because research can be shared at LAM, the firm has procedures to address situations where a transaction in an equity security for one client may conflict with a transaction in the same security for another client. This would include, for example, situations where one portfolio management team seeks to establish a long position in an equity security at the same time that another portfolio management team has established a short position in that same security (“Conflicting Positions”). Such Conflicting Positions could give rise to a potential conflict of interest that LAM’s procedures will attempt to avoid or mitigate. Conflicting Positions will only be permitted to the extent they are consistent with LAM’s fiduciary obligations to its clients and in compliance with appropriate procedures. • LAM performs checks for Conflicting Positions during the equity order preparation process. Transactions identified as a potential Conflicting Position will not be effected without approval of LAM’s Legal and Compliance department. • Additional approvals could be required depending on the nature of the Conflicting Position and the member of the portfolio management team involved. In approving a potential Conflicting Position, the following items are generally considered: the investment justification for the transaction; the orientation of the funds in the client’s account; the investment objectives/strategies of the client’s account; the potential impact on each affected client’s account; the overall fairness to each affected client’s account; the potential impact of the transaction on the existing position; the potential market impact of the transaction; the investment horizon for the Conflicting Position; the appearance of impropriety; and any other relevant considerations. 33  Due to the nature of their investment process, certain LAM investment strategies that are not designed to be based on LAM’s global sector equity research generally are exempt from the Conflicting Positions procedures. These include LAM’s Equity Advantage, Enhanced Opportunities and alternative investment strategies. Certain other exemptions to the Conflicting Positions procedures may also apply including without limitation for certain transactions considered de minimis. LAM does not attempt to identify conflicting trades in its fixed income strategies. At times, LAM’s Equity Trading Desk will be required to execute orders in the same security on the opposite sides of the market in circumstances that may or may not implicate the Conflicting Positions procedures. LAM generally places such equity orders with different broker-dealers for execution, in order to expose both orders to the market. The trading desk also may use alternative trading systems sponsored by approved broker-dealers to execute such orders. In some cases, LAM will seek to limit the number of overlapping investments held by separate accounts, mutual funds, private funds or other available vehicles or will choose different securities for one or more accounts that employ similar investment strategies (e.g., concentrated versus diversified strategies). In these circumstances, an account may be disadvantaged by LAM’s decision to purchase or maintain an investment in one account to the exclusion of one or more other accounts. Potential Conflicts - Capital Structures and Reorganizations Different investment teams at LAM may invest client assets in different securities issued by the same issuer. For example, an investment team employing an equity investment strategy may invest in common stock issued by a company, while another investment team employing a fixed income strategy may invest in bonds issued by the same company. This investing in different parts of a company’s capital structure could create conflicts among LAM clients. This could occur, for example, when such a company files for bankruptcy protection. In a bankruptcy proceeding, the interests of creditors and equity shareholders conflict, with the creditors often supporting a plan of reorganization in which the equity shareholders get little, if any, value for the shares they hold. In instances in which such conflicts arise, LAM has adopted a policy under which it will exercise voting rights in the best interest of each respective client, which may contribute to certain clients achieving a more favorable outcome than other clients. LAM will typically not serve on creditors’ committees created in connection with bankruptcy proceedings or issuer restructuring events. When dealing with a credit impacted by a reorganization, LAM’s portfolio management teams will make decisions and take positions that they believe are in the best interest of its clients. In certain limited situations, LAM may decide to take on a more active role as a creditor on behalf of certain strategies, which can involve having regular communications with creditor committee members or agents. LAM’s parent company, LF&Co., independently offers financial advisory services to governments and companies engaged in reorganizations and may act as financial adviser to issuers whose bonds are owned in LAM client portfolios. In such situations, LAM’s Legal and Compliance Department provides guidance to LAM’s portfolio managers on how to address potential conflicts, consistent with the firm’s information barrier policies. 34  Open-End Funds Sponsored and Managed by LAM • In some cases, to achieve greater portfolio diversification and with the client’s consent, LAM is authorized to invest all or a portion of a client’s assets in one or more portfolios of the open-end funds managed by LAM. LAM is the investment manager of each portfolio of LAE, LFI and LRS (each, a “Fund” and together, the “Funds”). LAM Securities serves as the distributor of the Funds’ shares. LAM and LAM Securities’ fees from the Funds are described in each Fund’s summary prospectus, prospectus, statement of additional information and each Fund’s annual and semi- annual shareholder reports. In addition, accounts that do not meet the requirement of the Institutional class of shares of LFI may be placed in the open class of shares of LFI (subject to LAM’s discretion), which carry an additional 25 basis point Rule 12b-1 service and distribution fee. LAM Securities receives 12b-1 fees equal to 25 basis points on average daily net assets for distribution of portfolio shares for the open class of shares. • For clients with a portion of their assets invested in shares of a portfolio of the Funds, depending upon the terms of the advisory agreement with a client, the advisory fee payable to LAM generally will be offset by an amount equal to the aggregate management fee and Rule 12b-1 fee payable with respect to the client’s assets that are invested in the Funds, or, alternatively LAM will not charge its separate account advisory fee on those assets invested in the Funds. In the latter case, LAM’s overall fee will depend on the proportion of a client’s account allocated to a Fund. If the fee LAM receives from the Fund is higher than the fee it receives from the client for managing the account, then LAM’s overall fee will increase as the allocation to the Fund increases. • As described above, LAM also acts as the investment manager of LRS. Shares of LRS portfolios are only available to be purchased by separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. LAM’s fee from LRS is described in the prospectus or summary prospectus for each portfolio of LRS. Accounts that do not meet the requirement of the Investor class of shares of LRS may be placed in the service class of shares of LRS (subject to LAM’s discretion), which carry an additional 25 basis point Rule 12b-1 service and distribution fee. LAM Securities receives 12b-1 fees equal to 25 basis points on average daily net assets for distribution of portfolio shares for the service class of shares. • LAM pays additional amounts out of its own resources to third parties in exchange for the provision of services to the Funds. See Item 10. Private Funds Managed by LAM • LAM also acts as an investment manager for several private funds, including hedge funds and certain commingled funds and trusts. Such funds are offered only in accordance with the suitability requirements set forth in their respective offering memoranda and in compliance with federal and state laws applicable to the offering of such funds. • LAM manages different types of investment vehicles in accordance with the same investment strategy. For example, LAM manages separate accounts, mutual funds, a group trust and a 35  collective investment trust in accordance with its emerging markets equity investment strategy, subject to differences as a result of legal or regulatory requirements or, for separate accounts, client- imposed guidelines. LAM also manages certain hedge funds and separately managed accounts in accordance with the same investment strategy. Therefore, while each vehicle is generally subject to certain specific limitations, client-imposed or otherwise, and invested in the same underlying securities, there are differing levels of transparency associated with each type of investment vehicle. For example, clients invested in certain pooled investment vehicles managed by LAM (i.e., a group trust) may be provided with greater transparency with respect to portfolio holdings than investors in a mutual fund, while clients invested in separately managed accounts have daily access to portfolio holdings information. Similarly, clients invested in separately managed accounts (who have daily access to portfolio holdings information) have greater transparency with respect to portfolio holdings than clients invested in hedge funds utilizing the same investment strategy. Additionally, different vehicles managed in accordance with the same strategy may have differing liquidity terms. For example, a mutual fund and group trust may be managed in accordance with the same investment strategy, but the mutual fund offers daily liquidity while the group trust may only offer monthly liquidity. • The respective offering memorandum for each of the private funds managed by LAM or its affiliates contains a detailed description of each fund’s investment strategy and the associated investment risks, including material conflicts of interest with LAM and its affiliates. These funds are offered only to prospective investors who meet the qualification requirements of each respective fund pursuant to an offering memorandum. An investment in such funds is speculative and involves a high degree of risk. The funds generally are subject to less substantial regulatory restrictions and oversight. Opportunities for redemptions and transferability of interests/shares in the funds are generally restricted so investors may not have access to their capital if and when it is needed. There is no secondary market for an investor’s interests/shares in any such fund and none is expected to develop. Each fund’s management and incentive fees/allocations (if applicable) and expenses will offset trading profits. An investor should not invest in the funds unless the investor is prepared to lose all or a substantial portion of its investment. • LAM or its affiliates have and may continue to enter into certain “side letter” arrangements with respect to investments in private funds, including side letter arrangements in which LAM or its affiliate agrees to charge a management fee or incentive fee/allocation that differs from the fee/allocation structure stated in the offering memorandum for such fund. Model Portfolio Programs and Non-Discretionary Arrangements LAM provides non-discretionary investment advice to Model Recipients (through participation in model- based wrap programs or other non-discretionary advisory relationships) where LAM provides model portfolios and, in certain cases, handles trading and other functions. The recommendations made in the model portfolios provided to the Model Recipient may reflect recommendations being made by LAM contemporaneously to, or investment advisory decisions made contemporaneously for, similarly situated discretionary or other clients of LAM. As such, it is possible that, depending on the particular circumstances surrounding an order, LAM’s discretionary clients may receive prices that are more favorable than those 36  received by the Model Recipient, or vice versa. Please refer to Item 12 for more information regarding how LAM communicates model portfolio holdings to clients under different circumstances and LAM’s trading processes. Regulatory Developments and Restrictions LAM’s activities are subject to regulation from United States agencies as well as regulations adopted by authorities outside of the United States. LAM uses its best efforts to monitor global regulatory developments and take actions to adhere to new relevant obligations. Some emerging regulatory initiatives, such as those relating to ESG, require LAM to make judgments concerning how the firm will comply before industry best practices have been developed. Accordingly, LAM’s compliance procedures will change as the firm’s judgments concerning its regulatory obligations change. From time to time, LAM’s activities will be limited or restricted because of regulatory requirements and/or its internal policies designed to comply with or limit the applicability of such requirements. These limitations and restrictions may result from regulations in the U.S. as well as other jurisdictions. For example, there may be periods when LAM, at its discretion, will not initiate or recommend certain transactions or types of transactions in certain securities or instruments (including buying or selling such securities or instruments). This may occur, for example, where LAM or any of its affiliates has a business relationship with, or is performing other services for, an issuer of the related security, or when position limits have been reached, or for other reasons. Similar situations could arise if LAM personnel or personnel of such affiliates serve as directors of companies the securities of which LAM, or an entity managed by LAM, wishes to purchase or sell. In addition, LAM will from time to time acquire confidential information or otherwise be restricted from effecting transactions in certain investments and, in such event, LAM will not be free to divulge, or act upon, any such confidential information. Moreover, due to such confidential information or restrictions, LAM may restrict all purchases or sales of such securities and may not initiate or liquidate investments in the manner in which it otherwise would. LAM may refrain from providing advice or services concerning securities of issuers of which any officers, directors, members or employees of LAM (or its affiliates) are officers or directors, or of companies for which LAM or its affiliates act as financial adviser, investment manager or in any capacity that LAM deems confidential, unless LAM determines in its sole discretion that it may appropriately do so. LAM has established certain procedures to prevent material, non-public information that LAM or its affiliates may obtain as a result of such relationships from being disseminated within LAM. Certain Risks Related to Principal Investment Strategies Managed by LAM LAM offers actively managed investment strategies to its clients. There are risks involved with any type of investment program, especially an actively managed investment strategy. A summary of key investment risks is set forth below. The particular investment risks to which a client is subject will differ depending on the particular strategy, strategies or product in which such client has invested, and the securities and investments comprising such product or strategy. This is not a comprehensive list of all of the risks relating to the investment strategies and products managed by LAM. 37  General Risks • Investing involves risk of loss that clients should be prepared to bear. Investments in the capital markets may lose all of their value. • LAM may invest in securities it believes to be undervalued, but that may not realize their perceived value for extended periods of time or may never realize their perceived value. • Securities comprising LAM’s investment strategies may respond differently to market and other developments than other types of securities. • Performance of LAM’s investment strategies is largely dependent on the talents and efforts of its investment professionals. There can be no assurance that LAM investment professionals will continue to be associated with LAM and the failure to retain such investment professionals could have an adverse effect on the value of an investment. • LAM manages various investment strategies that may invest in the same securities. However, certain investment strategies are, by their nature, more flexible with respect to investment style and process than others managed by LAM. Depending on the particular investment strategy and its portfolio management team, one strategy may hold a security for a longer or shorter period of time than another strategy (including initial public offering securities). Such differences may contribute significantly to disparate investment performance of the strategies despite the fact that the strategies may hold the same securities. • LAM’s investment strategies deploy capital in global financial markets that are increasingly interconnected. Conditions and events in one country, region or market may adversely impact issuers in a different country, region or financial market. Geopolitical instability, or local, regional or global events such as war, acts of terrorism, or the spread of infectious disease or illness , may have significant and prolonged negative impact on the markets in which LAM invests, and upon LAM itself. • When large numbers of employees work remotely on home networks or through increased use of mobile technologies, LAM faces a heightened risk of operational interruptions and security breaches involving such systems. Additionally, such home and mobile technology resources could be more susceptible to interruptions and security breaches than LAM’s dedicated business resources. Throughout utilization of this hybrid model during the recent pandemic, LAM provided uninterrupted services to clients; however, during future similar situations, there may be heightened investment and operational risks like those described in this section despite LAM’s best efforts to avoid them. Risks Related to Equity Securities • LAM may invest in equity securities it believes have the potential for growth, but that may not realize such perceived potential for extended periods of time or may never realize such perceived 38  growth potential. Such securities may be more volatile than other equity securities because they can be more sensitive to investor perceptions of the issuing company’s growth potential. • Small- and mid-capitalization stocks may be subject to higher degrees of risk, their earnings may be less predictable, their prices more volatile, and their liquidity less than that of large-capitalization or more established companies’ securities. Risks Related to Debt Securities • An investment in debt securities carries risk. If interest rates rise, debt security prices usually decline. The longer a debt security’s maturity, the greater the impact a change in interest rates can have on its price. If a debt security is not held until maturity, an investor may experience a gain or loss when the security is sold. Debt securities also carry the risk of default, which is the risk that the issuer is unable to make further income and principal payments. Other risks, including inflation risk, call risk, and pre-payment risk, also apply. • Some debt securities may give the issuer the option to call, or redeem, the securities before their maturity, and, during a time of declining interest rates, LAM may have to reinvest the proceeds in an investment offering a lower yield and may not benefit from any increase in the value of its portfolio holdings as a result of declining interest rates. • The lack of a readily available market may limit the ability to sell certain securities at a favorable time and price. The size of certain debt securities offerings of emerging markets issuers may be relatively smaller in size than debt offerings in more developed markets and, in some cases, LAM may hold a position in a security that is large relative to the typical trading volume for that security; these factors can make it difficult to dispose of the position at the desired time or price. • Lower-rated, higher-yielding securities are subject to greater credit risk than higher rated investments. Credit risk is the risk that the issuer will not make interest or principal payments, or will not make payments on a timely basis. Non-investment grade securities tend to be more volatile, less liquid and are considered speculative. If there is a decline, or perceived decline, in the credit quality of a debt security (or any guarantor of payment on such security), the security’s value could fall. Risks Related to Municipal Securities • A primary risk of municipal securities, like other fixed income securities, is credit risk. Payment by the issuer may depend on a relatively limited source of revenue, resulting in greater credit risk. • The value of municipal securities can fluctuate and may be affected by adverse tax law, legislative or political changes, and by financial or other developments affecting municipal issuers and the municipal securities market generally. If there is a decline, or perceived decline, in the credit quality of a municipal security (or institutions providing credit and liquidity enhancements), the security’s value could fall. 39  Risks Related to Non-U.S. Securities • Securities in certain non-U.S. countries may be less liquid, more volatile, and less subject to governmental supervision than in one’s home market. The value of these securities may be affected by changes in currency rates, application of a country’s specific tax laws, changes in government administration, sanctions programs, trading halts or suspensions on foreign stock exchanges, and economic and monetary policy. Risks Related to Emerging and Frontier Markets Securities • Emerging and frontier market securities carry special risks, such as less developed or less efficient trading markets, a lack of company information, and differing auditing and legal standards. The securities markets of emerging and frontier market countries can be extremely volatile; performance can also be influenced by political, social, and economic factors affecting companies in emerging and frontier market countries, including the risk of privatization. Risks Related to Investments in REITs and Real Estate-Related Securities (together, “Realty Companies”) • Realty Companies may be affected to a great extent by the current status of the real estate industry in general, or by other factors (such as interest rates and the availability of loan capital) that may affect the real estate industry, even if other industries would not be so affected. • The risks related to investments in Realty Companies include, but are not limited to: adverse changes in general economic and local market conditions; adverse developments in employment; changes in supply or demand for similar or competing properties; unfavorable changes in applicable taxes, governmental regulations and interest rates; operating or development expenses; and lack of available financing. • An investment in REITs may be adversely affected or lost if the REIT fails to comply with applicable laws and regulations, including but not limited to, compliance with the relevant portions of the Internal Revenue Code of 1986 which could, among other things, cause a REIT to liquidate investments, borrow funds under adverse conditions or, possibly, fail. Risks Related to Convertible Securities • Convertible arbitrage strategies generally involve price spreads between the convertible security and the underlying equity security. The prices of these investments can be volatile and market movements are difficult to predict. Event-driven investing requires LAM to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s financial instruments. If the event fails to occur or it does not have the effect foreseen, losses can result. 40  Risks Related to Special Situations • Investments in special situations in events sometimes involve holding securities which lack significant liquidity in the market. In addition, the activities of strategies that involve investments in special situations may be restricted because of regulatory requirements applicable to LAM and/or its internal policies designed to comply with or limit the applicability of such requirements. In addition, regulatory requirements may prohibit certain clients of LAM from investing in certain special situations. Risks Related to Multi-Asset Investment Strategies • With respect to certain “multi-asset” investment strategies, LAM’s ability to achieve its objective depends in part on its skill in determining the allocation between or among certain underlying investment strategies. LAM’s evaluations and assumptions underlying its allocation decisions may differ from actual market conditions. In addition, the multi-asset strategy may differ from the underlying strategy in that it is more concentrated or customized than the underlying strategy it seeks to replicate. Risks Related to Quantitative Investment Strategies • Certain investment strategies of LAM rely upon quantitative models and filters which, if incorrect or malfunctioning, may adversely affect performance. LAM’s ability to monitor and, if necessary, adjust its quantitative models could be adversely affected by various factors, including incorrect or outdated market and other data inputs. For example, factors that affect a security’s value can change over time, and these changes may not be reflected in a quantitative model. In addition, factors used in quantitative analysis and the weight placed on those factors may not be predictive of a security’s value. Quantitative models may experience technical disruptions, fail to operate properly or have technical limitations, including capacity constraints. Risks Related to Artificial Intelligence in the Investment Process • Certain investment professionals employed by LAM may incorporate artificial intelligence ("AI"), including machine learning and generative AI, as one part of the research process. While AI offers potential benefits such as enhanced efficiency and improved analytical capabilities, reliance on AI carries inherent risks that may adversely affect investment performance. These risks include the potential for incorrect or outdated data inputs, algorithmic errors, or technical malfunctions that may compromise the accuracy or reliability of AI-driven analyses. Risks Related to Engaging in Leverage • Certain strategies may utilize leverage by borrowing funds from securities broker-dealers, banks or others and such borrowing may utilize significant amounts to take advantage of perceived opportunities, such as short-term price disparities between markets or related securities. Such leverage increases both the possibilities for profit and the risk of loss. 41  Risks Related to Short Selling • Certain strategies may engage in short selling which can, in some circumstances, substantially increase the impact of adverse price movements. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying securities to cover the short position. Risks Related to Derivatives Transactions • Derivatives transactions, including those entered into for hedging purposes, may reduce returns or increase volatility. Derivatives transactions involve a number of risks, certain of which are described elsewhere, including, but not limited to, market risk, credit risk and leverage. Forward currency contracts, OTC options on securities and currencies and swap agreements as well as other derivatives, are subject to the risk of default by the counterparty, in addition to risks of changes in the value of the related currency, securities or other reference asset. Additionally, derivatives are subject to the risk that changes in the value of a derivative may not correlate perfectly with the related currency, securities or other reference asset. Many derivatives also can be illiquid and highly sensitive to changes in the related currency, securities or other reference asset. As such, a small investment in certain derivatives could have a potentially large impact on performance. Additionally, there can be no assurance that derivative transactions will be available in all circumstances or that LAM’s use of such transactions will reduce exposure to other risks or that using such derivative transactions will be beneficial to a particular client, account or pooled vehicle. Risks Related to Counterparties • LAM executes a large majority of its client transactions through broker-dealers and similar trading counterparties. LAM’s authorized personnel may execute transactions only through counterparties that are approved by LAM. Although LAM seeks best execution for all client transactions, the quality of those executions are dependent upon the performance of the counterparty. Poor performance, errors, and business interruptions at counterparties have a negative impact on trade executions and can impact the performance of LAM’s investment strategies. • As noted in Item 4, LAM may utilize certain OTC derivatives in managing client accounts and pooled vehicles. The stability and liquidity of OTC transactions depends in large part on the creditworthiness of the parties to the transactions. Unlike derivatives traded on a clearing exchange, where the clearinghouse is designed to obviate the need for bilateral credit evaluation and which exchanges are structured, capitalized and regulated to mitigate counterparty credit and default risk, OTC, bilateral derivatives contracts expose LAM’s clients to the individual credit and default risk of the clients’ counterparties, including the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus exposing the client to a risk of loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where LAM’s clients or pooled vehicles have concentrated their transactions with a single or small group of counterparties. However, 42  counterparty risk also can impact trading in exchange-listed stocks and other traditionally liquid asset classes. • If there is a default by a counterparty, LAM’s clients under normal circumstances should have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs, and the amount recovered may be less than the full amount owed. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings, or that courts may decline to enforce contractual rights asserted by LAM. In such case, the recovery of a client’s collateral posted in respect of derivatives transactions from such counterparty, or the payment of claims therefor, may be significantly delayed or the client may not recover any or all of its collateral. • LAM may use counterparties in jurisdictions outside the United States, either through its own discretion or to meet client requirements. Such non-U.S. counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and regulations and their application to LAM’s clients’ assets are subject to substantial limitations and uncertainties and differ from U.S. laws and regulations. Because of the range of possible scenarios involving the insolvency of a non- U.S. counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the impact of such an insolvency on LAM’s clients and their accounts. The insolvency of any such counterparty would likely result in significant delays in recovering collateral from such counterparty, or the payment of claims therefor by such counterparty, and a loss to the affected clients. Risks Related to Currency Investments • Fluctuations in currency exchange rates can cause a decline in the value of portfolio securities, irrespective of any foreign currency exposure hedging. • The inability to predict movements in exchange rates and imperfect correlations between movements in exchange rates and movements in the currency hedged may cause portfolio losses. • The macro-economic environment can create currency volatility due to inflation, interest rates, trade balances and government policies that impact the exchange rate. Risks Related to Commodities • The value of commodity and commodity-linked derivative instruments are affected by events that may have less impact on the values of traditional equity and/or fixed income securities. The prices of such investments may be impacted by business, financial market, political and/or legal uncertainties. Investments linked to the prices of commodities are considered speculative. 43  Risks Related to Securities of Private Companies and other Illiquid Securities • Certain LAM investment strategies may invest in private companies or other securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale (such as private placements and certain restricted securities). Such investments, as well as other types of illiquid or less-liquid securities, may be difficult to value accurately, and clients are subject to the risk that it may be difficult or impossible to find a buyer for such securities at a desired time and/or at a price that is deemed to be representative of their value. LAM’s fair valuation of illiquid securities can result in significant discounts to their last traded price, and in certain cases illiquid securities will be fair valued at zero. Accordingly, portfolios exposed to securities of private companies and/or other illiquid and less-liquid positions can incur losses. • LAM cannot control the liquidity of the securities and other assets it acquires for client portfolios, and securities that are liquid at the time of purchase may become illiquid while they are held by LAM’s clients. Due to illiquid conditions or in the event of an investment in a private company, LAM may be unable to sell holdings in an account in the event of a redemption. In the case of a full redemption of a separate account, this could result in a client or its custodian/transition manager receiving illiquid securities in kind at the time of the account’s liquidation. Risks Related to Investments in ETFs, Open-End and Closed-End Funds • Investing in investment companies, including mutual funds and ETFs, could result in the duplication of certain fees, including management and administrative fees, and will expose the strategy to the risks of owning the underlying investments that the other investment company holds. • Certain LAM investment strategies may invest in shares of ETFs, open-end funds and closed-end funds or other similar products (“Underlying Funds”). ETFs and closed-end funds may trade at prices that vary from their net asset value, sometimes significantly. Performance of an ETF pursuing a passive index-based strategy may diverge from the performance of the index. Investments in Underlying Funds are subject to the risks of such Underlying Fund’s investments, and investors will bear not only the management fees and operating expenses charged by LAM or a fund managed by LAM, but also their proportional share of the management fees and operating expenses of the Underlying Funds. Clients can invest directly in Underlying Funds without incurring additional fees by investing through LAM. • Investments in exchange-traded funds managed by LAM are subject to the following additional risks: (1) an exchange-traded fund’s shares may trade above or below its NAV; (2) an active trading market for the exchange-traded fund’s shares may not develop or be 44  maintained; and (3) trading an exchange-traded fund’s shares may be halted by the listing exchange. Risks Related to Sanctions • Economic and trade sanctions in non-U.S. securities may prohibit, among other things, transactions with and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals. It should be expected that these economic and trade sanctions, if applicable, and the application by LAM of its compliance program in respect thereof, will restrict or limit LAM’s investment activities on behalf of its clients, and may require LAM to sell its clients’ positions in a particular investment at an inopportune time and/or when LAM would otherwise not have done so. Risks Related to Inflation and Interest Rates • Interest rates may fluctuate significantly at any time and from time to time. For example, interest rates can be expected to rise in response to inflation in the pricing of goods and services. As a result of such fluctuations, the value of securities or instruments held by any client portfolio may increase or decrease in value. A wide variety of market factors can cause interest rates to rise or fall, including central bank monetary policy, inflationary or deflationary pressures and changes in general market and economic conditions. The risks associated with changing interest rates may have unpredictable effects on the markets and in turn, a client’s portfolio of investments. Among other things, such fluctuations can create uncertainty in corporate balance sheets, volatility in public and private markets, and unforeseen weaknesses in financial counterparties. These circumstances can make it more difficult for active investment managers to analyze the fundamentals of businesses and the valuations of the securities they issue. Such circumstances also increase the risk of economic recessions that can broadly reprice the assets in LAM’s investment universe. Risks Related to Technology, Information Security and Business Continuity • LAM’s investment activities, including certain investment strategies, rely heavily on various technology systems, including proprietary and third-party software. To operate effectively, some of these systems depend upon a large volume of data from LAM as well as third-party sources. LAM has devoted resources to maintain its own systems to help ensure their functionality. It also has undertaken efforts to evaluate the controls employed by third-parties that provide systems and data. Despite these efforts, there is a risk that system interruptions or inaccurate data may impact LAM and its clients, sometimes in ways that cannot be detected quickly. LAM’s response to such incidents will be designed to remediate any issues on a timely basis, although the details of LAM’s response depend upon case-by-case circumstances. • As part of its business, LAM also processes, stores and transmits large amounts of electronic information, including information relating to the transactions of clients and, in some cases, personally identifiable information of its clients. LAM has procedures and systems in place designed to protect such information and prevent data loss and security breaches. Similarly, LAM’s service providers and Fund service providers may process, store and transmit such information. 45  Each service provider has represented to LAM that it has procedures and systems in place designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise LAM’s information security. Online services provided by LAM to investors may also be susceptible to compromise. • The loss or improper access, use or disclosure of LAM’s or LAM’s clients’ proprietary information due to a cybersecurity breach or similar incident may cause LAM or its clients to suffer, among other things, financial loss, disruption of its business, liability to third parties, regulatory intervention or reputational damage. • Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which LAM invests on behalf of its clients; counterparties with which a client engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. • LAM maintains business continuity and disaster recovery plans designed to maintain critical functions in the event of a partial or total building outage affecting its offices or a technical problem affecting applications, data centers or networks. LAM tests its plan on a regular basis, and takes steps to enhance the plan based upon test results. Nevertheless, LAM’s ability to conduct business may be curtailed by a disruption in the infrastructure that supports its operations and the regions in which LAM’s offices are located. Item 9 – Disciplinary Information LAM has no information to report with respect to this item. Item 10 – Other Financial Industry Activities and Affiliations Broker-Dealer Registration Status LAM is not a registered broker-dealer. However, LAM is a subsidiary of LF&Co. (CRD# 2528), which is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). LF&Co. is a New York limited liability company with one member, Lazard Group LLC, a Delaware limited liability company. Interests of Lazard Group LLC are indirectly held by Lazard, Inc., which is a Delaware corporation with shares that are publicly traded on the NYSE (NYSE: LAZ). Interests of Lazard, Inc. are held by public stockholders and current and former Managing Directors 46  and employees of Lazard, Inc. and its subsidiaries. From time to time, LF&Co. may refer prospective clients to LAM. In addition, LAM Securities (CRD# 129119), a subsidiary of LAM, is a member of FINRA and a broker- dealer registered under the Exchange Act. LAM Securities acts as the distributor of the Funds and as a placement agent for certain private funds managed by LAM. Certain employees of LAM and LAM Securities are licensed registered representatives of LAM Securities for purposes of offering or selling securities issued by the Funds and the private funds managed by LAM. In addition, LAM Securities acts as an introducing broker with respect to certain of LAM’s clients. LAM Securities acts on behalf of these accounts pursuant to a clearing agreement entered into between LAM Securities and Pershing LLC (CRD# 7560). Please see Item 12 below for a discussion of LAM’s brokerage practices and additional information regarding principal trading. Investment Companies and Other Pooled Investment Vehicles LAM has entered into advisory and/or sub-advisory agreements with multiple investment companies registered under the 1940 Act, including the Funds, LGI and certain other unaffiliated investment companies pursuant to which LAM is paid a fee, generally based on the percentage of assets under management. In addition, LAM, together with its affiliates, serves as a general partner or investment manager to various private funds in which clients are solicited to invest. Certain personnel of LAM are also directors, trustees and/or officers of these investment companies as well as other pooled investment vehicles, including hedge and private funds. Other Investment Adviser Affiliates and Subsidiaries LAM has investment advisory subsidiaries and affiliates in and outside of the United States. LAM also provides certain services to, and shares certain investment research with, its affiliate Lazard Frères Gestion (“LFG”) in Paris, France pursuant to a delegation and services agreement that entitles it to “Participating Affiliate” status, as further described below. In performing investment management services for certain accounts, including funds managed or advised by LAM, LAM may draw upon the resources of its investment management subsidiaries and affiliates (including LFG), including by utilizing the expertise of personnel that it shares with such affiliates for investment management, research and trading services. While performing such services, these shared personnel act as personnel of LAM and these affiliates are considered “Participating Affiliates” as described by the SEC. Clients of LFG, including those whose agreements are with LAM, may custody their assets at Lazard Frères Banque (“LFB”) through contractual arrangements with LFB. LFB is a regulated trust bank in France and is an affiliate of LFG. LAM has entered into intercompany agreements with certain of its investment advisory subsidiaries and affiliates, pursuant to which LAM provides investment advice to their respective clients or pursuant to 47  which such investment advisory subsidiaries and affiliates provide investment management, research, and trading services to LAM. On March 1, 2024, LAM acquired all of the membership interests of Truvvo, a platform that provides wealth management services to sophisticated families with complex balance sheets. The personnel now conduct their wealth management activities as a division of LAM, named Lazard Wealth. For more information about Lazard Wealth and potential conflicts relating to its activities, please refer to the LW Brochure. CFTC and NFA Registration/Exemption Status LAM is registered as a commodity pool operator (“CPO”) and a commodity trading advisor (“CTA”) with the CFTC and is a member of the National Futures Association (“NFA”) in such capacities. LAM is only registered as a CPO with respect to certain pooled vehicles which are operated pursuant to CFTC Rules 4.7 or 4.12. In most cases, pooled vehicles managed by LAM rely on certain de minimis exemptions from registration. Similarly, although LAM has registered as a CTA, it is able to rely on certain exemptions from regulation as a CTA with respect to most of its advisory business. In each such case, LAM has made the appropriate filings to perfect such exemptions. LAM Securities is registered with the CFTC as an introducing broker and is a member of the NFA in such capacity. In addition, certain employees of LAM and LAM Securities are registered with the NFA as Associated Persons, if necessary or appropriate to perform their responsibilities. Funds – Policies Relating to Market Timing and Late Trading As the investment manager to the Funds, LAM discourages market-timing activity. While LAM cannot prevent all such activities, LAM and the Funds have implemented reasonable measures designed to deter market-timing activity. Please refer to the prospectus and statement of additional information for each Fund for more detailed information regarding each Fund’s trading policies. Payments to Fund Intermediaries Intermediaries receive payments pursuant to the Funds’ 12b-1 plans and/or from LAM (in addition to such 12b-1 payments) in connection with their offering of the Funds’ shares and/or for providing marketing, shareholder servicing, account administration or other services. The receipt of such payments creates an incentive for the intermediaries to offer shares of the Funds instead of other mutual funds that do not make these payments. These additional payments may be paid to intermediaries that provide shareholder servicing and administration and/or marketing and related administrative support; opportunities to participate in conferences and educational workshops, meetings and events; and/or access to and information about sales meetings and conferences and sales representatives, financial advisors or management personnel of the intermediary. Cash compensation may also be paid to financial intermediaries in connection with consideration or inclusion of the Funds for or on a “recommended” or similar list, including a preferred or select sales list, or in other programs. In some cases, these payments create an incentive for a financial Intermediary or its representatives to recommend or sell Fund shares. 48  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Other Conflicts of Interest Employees, are subject to LAM’s Code of Ethics. In general, LAM personnel are prohibited from effecting transactions in securities for their own account, or for accounts in which they have an interest or control (“personal securities accounts”), within seven days before or after a client account trades in the same security (the “blackout period”), or where such securities are contemplated for purchase or sale for a client account or are the subject of an unexecuted order for a client account. In addition, personnel are prohibited from purchasing and selling or selling and purchasing securities, including shares of registered funds for which LAM serves as investment adviser or sub-adviser and any derivatives, within any 90-day period. These restrictions are subject to certain limited exemptions set forth in the Code of Ethics, which LAM’s Chief Compliance Officer or his/her designee may determine apply. For example, the blackout period and 90-day holding period do not apply to transactions in (i) open-end mutual funds that are not advised or sub- advised by LAM and (ii) non-levered broad-based ETFs and ETNs. Additionally, a de minimis exemption permits an employee, irrespective of the blackout period, to engage in an equity buy or sell transaction or series of transactions that do not exceed an aggregate transaction amount of (i) $50,000 of any security of an issuer having a market capitalization (outstanding shares multiplied by current price per share) greater than $5 billion and (ii) $25,000 of any security of an issuer having a market capitalization between $500 million and $5 billion. The de minimis exemption for fixed income securities applies to transactions which in aggregate do not exceed $25,000 face value in securities of an issuer with a market capitalization greater than $5 billion for its equity securities. All personnel must pre-clear all trades (except open-end mutual funds advised or sub-advised by a manager other than LAM, non-levered broad-based ETFs and ETNs, and certain other securities or transactions as set forth in the Code of Ethics) for personal securities accounts with compliance personnel. All personnel are prohibited from purchasing a security for a personal securities account in an initial public offering. Personnel must obtain preclearance from the Compliance department before investing in a private placement. These restrictions do not apply to trades with respect to U.S. government securities. These restrictions also do not apply to accounts in which the applicable personnel have an interest but which are subject to a discretionary investment management agreement, whether with LAM or another manager. Pursuant to LAM’s Code of Ethics, employees of LAM are required to maintain their accounts at an approved firm or obtain permission from LAM’s Chief Compliance Officer or his/her designee to maintain an account at another firm. All personnel must report most personal securities transactions and holdings periodically and certify on an annual basis that they have read and understood the Code of Ethics and have disclosed all personal securities transactions required pursuant to the Code of Ethics. LAM will provide a copy of its Code of Ethics to any client or prospective client upon request. Personnel may be from time to time able to invest in certain pooled vehicles for which LAM or a related person acts as investment adviser. In addition, LAM manages certain accounts on behalf of its personnel pursuant to a discretionary investment management agreement. Personnel often pay no advisory fees with respect to such accounts or pay lower advisory fees than are offered to non-personnel with respect to the investment strategies employed by such accounts. These investment vehicles and accounts are treated as discretionary clients and are not subject to the personal trading restrictions described above. In addition, 49  orders for such investment vehicles and accounts will generally be aggregated with orders for other client accounts for purposes of trade execution (see Item 12). Employees of LAM and its affiliates from time to time may purchase, sell, or hold positions in securities recommended to clients, including purchasing securities that are being sold for clients and vice versa and may purchase, sell or hold positions in LAM’s proprietary investment products, including hedge funds, in which other LAM clients also invest. All LAM employees are required to comply with the Code of Ethics that requires pre-clearance of all securities transactions, subject to certain exemptions as described above. Employee securities transactions are reviewed by members of the Legal and Compliance department to determine consistency with the provisions of the Code of Ethics and avoid potential conflicts of interest. LAM from time to time recommends to certain individual and institutional clients that they purchase shares of registered funds sponsored and/or advised by LAM or an affiliate pending investment of assets or as part of their investment program. LAM’s recommendation of such funds creates a potential conflict of interest in that LAM or an affiliate receives a management fee in connection with the management of such funds and the management fee for a fund is not negotiable while management fees for other pooled vehicles or separately managed accounts are negotiable. Therefore, LAM faces a potential conflict of interest in that it has an incentive to recommend a fund investment over another vehicle that generates a lower fee for LAM. Similar potential conflicts of interest exist where a portfolio manager’s compensation is higher for one strategy managed by the portfolio manager than others managed by the same portfolio manager. However, as previously mentioned, the following factors and policies mitigate such potential conflicts of interest: • LAM employees must act in the best interests of clients and in accordance with LAM’s fiduciary obligations to clients. • In light of the nature of LAM’s business and client base, clients typically choose the investment vehicle utilized with respect to a particular mandate as well as the investment mandate. • LAM sets certain minimum account thresholds for separately managed accounts and other pooled vehicles that will typically also assist a client in determining the appropriate vehicle. Ultimately, however, the client, and not LAM, is responsible to choose the appropriate vehicle in which to invest. • LAM employees only provide investment advice with respect to LAM products. Clients, along with other fund shareholders, bear a proportionate share of the expenses of the funds in which they are invested, including, to the extent permitted by law, the management fee paid to LAM or an affiliate. With respect to funds that pay distribution fees, clients may also bear a portion of such distribution fees. If the investment strategy chosen by a client includes allocations to funds managed by LAM or an affiliate of LAM, LAM and/or its affiliate may receive a management fee in addition to the advisory fee charged to 50  the client for managing the assets in accordance with the strategy, except to the extent prohibited by law or as otherwise agreed to by LAM. However, for clients with a portion of their assets invested in shares of a portfolio of the Funds, depending upon the terms of the advisory agreement with a client, the advisory fee payable to LAM generally will be offset by an amount equal to the aggregate management fee and Rule 12b-1 fee payable with respect to the client’s assets that are invested in the Funds, or, alternatively LAM will not charge its separate account advisory fee on those assets invested in the Funds. In the latter case, LAM’s overall fee will depend on the proportion of a client’s account allocated to a Fund. If the fee LAM receives from the Fund is higher than the fee it receives from the client for managing the account, then LAM’s overall fee will increase as the allocation to the Fund increases. LAM is also, directly or through a wholly-owned subsidiary, a general partner or manager of certain private funds. For certain clients, LAM recommends that its clients invest in such private funds. Such recommendations are subject to the same potential conflicts noted above with respect to LAM’s recommendation of registered funds for which it serves as investment adviser. As with registered fund recommendations, the same fiduciary obligations apply. Additionally, private funds are subject to more onerous eligibility requirements than registered funds; therefore, not all clients will be eligible to invest in private funds. LAM’s clients or prospective clients may request a copy of the firm’s Code of Ethics by contacting LAM’s General Counsel at (212) 632-6000. Item 12 – Brokerage Practices Equity Strategies LAM has authority to determine the broker-dealers to be used when effecting transactions on behalf of its clients and in establishing the commission rate paid on each transaction. LAM’s Equity Brokerage Committee, which consists of certain of LAM’s senior investment professionals, and senior members of LAM’s Operations and Legal and Compliance groups, oversees LAM’s equity brokerage practices. The Equity Brokerage Committee has established a process for determining the broker-dealers to be used in executing equity trades (with the specific decision on which broker-dealer to use in a particular transaction to be made by the Equity Trading Desk). The Committee has also determined standard execution-only and full service equity commission rates by country. The Committee meets at least once a quarter to oversee and assess the services provided by equity counterparties, including equity brokers which help the firm acquire research services through commission sharing arrangements. Among other things, the Committee reviews the firm’s list of approved brokers, the performance of brokers pursuant to LAM’s best execution policies, and information related to commission sharing arrangements that LAM has in place with certain approved brokers. The Committee also reviews the results of LAM’s internal trader survey, which will be conducted twice per year and is designed to evaluate the execution capabilities of approved brokers. The survey results help define the “top tier” brokers expected to execute a significant percentage of client equity trades. 51  Participants in the internal trader survey may take into account a variety of factors designed to address LAM’s obligation to seek best execution on behalf of its clients. These factors include, but are not limited to, the ability of a broker-dealer to provide prompt and efficient execution generally; the ability and willingness of a broker-dealer to facilitate transactions by acting as principal and utilizing its own capital to facilitate trades; the ability of a broker-dealer to provide accurate and timely settlement of transactions; LAM’s knowledge of the negotiated commission rates currently available and other current transaction costs; the clearance and settlement capabilities of the broker; LAM’s knowledge of the financial condition of the broker or dealer selected; as well as any other matter relevant to the selection of a broker-dealer. LAM has no duty or obligation to seek in advance competitive bidding or the lowest commission rate applicable to any particular portfolio transaction. LAM’s traders may deviate from standard execution- only rates when working orders that require brokers to commit capital or provide other non-standard execution services. LAM’s standard equity commission rates for low-touch venues (i.e., ECNs, algorithms, and program trading) are set at lower levels than full-service rates; however, LAM may include in any of its commission rates a charge for the acquisition of research services (as described below in this Item 12). Due to the nature of the types of equity and other trades executed for the Rathmore Strategy, Global Convertibles Strategy and alternative investment strategies, those clients may be charged lower brokerage commissions than the clients invested in other strategies where trading is conducted through the Equity Trading Desk. Equity transactions for investment advisory accounts are effected directly by brokers selected by LAM, unless specific broker direction instructions are provided by a client. In arranging for clients’ securities transactions, LAM is primarily concerned with seeking best execution under the circumstances applicable to those transactions. In trading for all of its clients, LAM operates within the framework imposed by relevant securities laws and, where applicable, the Employee Retirement Income Security Act (“ERISA”), as well as any directions or restrictions (including any client directions to use a particular broker or dealer) imposed by clients for their accounts. Within this framework, LAM employs or deals with members of securities exchanges and registered broker-dealers which can provide best execution in the judgment of LAM. In determining the ability of an exchange member or broker-dealer to obtain best execution on a transaction, LAM will consider all relevant factors, including those described in the paragraph above. LAM evaluates the reasonableness of brokerage commissions while effecting portfolio transactions based on the foregoing factors. The general level of brokerage commissions paid is reviewed periodically by LAM. LAM periodically reviews reports compiled by a third-party vendor detailing LAM’s portfolio transaction costs and other relevant materials to ensure that LAM’s clients are treated equitably and that LAM is meeting its duty to seek best execution. Please refer to Item 4 above for a description of arrangements relating to FX transactions for client accounts which are typically effected through the FX desk at a client’s custodian bank, either through the use of standing instructions issued by LAM or negotiated directly by LAM, generally with a client’s custodian bank. 52  Fixed Income and Convertible Strategies The duty to seek best execution generally applies to all of LAM’s portfolio transactions, including those relating to fixed income securities. Certain factors outlined above with respect to the ability of a broker to provide best execution are also considered when LAM manages its fixed income portfolios or portfolios managed in accordance with the Rathmore, Global Convertibles or alternative investment strategies. However, certain factors would not be considered with respect to a broker’s ability to provide best execution with respect to fixed income securities, such as LAM’s knowledge of the negotiated commission rates currently available and other current transaction costs and the ability and willingness of a broker-dealer to facilitate transactions by acting as principal and utilizing its own capital to facilitate trades. These, and other similar considerations, are not applicable to the best execution analysis utilized in trading fixed income securities due to the nature of fixed income securities and the way such securities are traded. The Fixed Income Brokerage Committee oversees trading issues related to LAM’s fixed income products and is comprised of senior members of LAM’s Fixed Income Portfolio Management, Trading, Legal and Compliance, Operations and Risk Management departments. Wrap Fee Programs and Communication of Model Portfolio Holdings As previously noted, LAM will participate in wrap fee programs where LAM executes trades on behalf of wrap program clients. Additionally, LAM will provide non-discretionary investment advice by delivering model securities portfolios to Model Recipients. In most cases, LAM delivers the model to the Model Recipient who then handles trading. LAM may execute orders for wrap accounts separately from transactions for its institutional accounts and similar accounts. LAM’s discretionary wrap account clients and Model Recipients from time to time may trade the same securities at the same time. In these circumstances, LAM will use a methodology to deliver model holdings to Model Recipients and effect trading on behalf of its other clients, including wrap account clients, that it believes to be fair and equitable. Normally, this methodology will place wrap accounts and Model Recipients in a randomly generated trade rotation, although LAM may use another methodology that it believes to be fair and equitable. LAM may choose to suspend the randomly generated trade rotation or may utilize rotation or other allocation methods if it is deemed to be appropriate under the circumstances, including for example, under constrained market conditions. The details of a particular trade rotation used by LAM when delivering model holdings to Model Recipients and effecting trading on behalf of its other clients, including wrap account clients, may differ depending on the particular facts and circumstances. A typical rotation involves the generation of a random list of wrap sponsors and Model Recipients. LAM will then submit trade instructions (i.e., by effecting trades on behalf of a wrap program or distributing model holdings to a Model Recipient, as applicable) to the first entry in the rotation and then to the next entry, typically until all entries in the rotation have received appropriate instructions. In implementing the trade rotation, LAM may seek to aggregate trades among wrap programs that allow “step out” trades to be executed, and these trades may be further aggregated with trades that LAM is effecting on behalf of other discretionary accounts. There will from time to time be circumstances that cause a particular wrap sponsor or Model Recipient to not be able to receive trade instructions in accordance with LAM’s pre-established trade rotation, which will result in the program or Model Recipient 53  (as applicable) moving to the end of the rotation. As a result, those wrap accounts or Model Recipients will receive different, and perhaps less favorable, prices for their transactions then they would have had the sponsor or Model Recipient received the trade instructions or model holdings (as applicable) in the original trade rotation. Additionally, LAM may utilize a rotation or allocation method other than those described above if LAM believes such rotation or method is appropriate under the circumstances and such alternative rotation is fair and equitable. Because of the mechanics of the trade rotation process and other factors, trading for LAM’s institutional and other discretionary accounts normally will begin when the trade rotation process begins and may be completed prior to the completion of all trades for wrap accounts and may be effected at the same time as trades are being executed for wrap accounts and Model Recipients. As a consequence, trading by or for a Model Recipient or wrap program client may be subject to price movements, particularly with large orders or where the securities are thinly traded, that may result in Model Recipients or wrap program clients receiving prices that are less favorable than the prices obtained by LAM for its discretionary client accounts or other accounts managed by LAM. As such, LAM’s institutional or other discretionary accounts over time may obtain better execution, including more favorable prices for their transactions, than wrap accounts or Model Recipients purchasing or selling the same securities. Alternatively, the same factors may result in wrap clients or Model Recipients completing trading before or at the same time as LAM’s trading on behalf of institutional or other discretionary accounts. This may particularly be the case because LAM considers the delivery of a model to a Model Recipient, or communication of trading instructions to a wrap program client, as a completed rotation in the original trade rotation. In these cases, the wrap accounts or Model Recipients may obtain better executions. Because LAM does not control a Model Recipient’s execution of transactions for such accounts, LAM cannot control the market impact of such transactions. When LAM is acquiring the same security in non-U.S. markets for wrap accounts and institutional accounts, LAM generally will buy ordinary shares for institutional accounts and American Depositary Receipts (“ADRs”) for the wrap accounts. If permitted by the wrap program sponsor, LAM will place “step-out” orders with certain brokers. The use of “step-out” orders allows LAM to address the lack of liquidity in the domestic markets by using a single broker to obtain the underlying local securities in the local market where they are traded and deposit them in the United States to create ADRs that are “stepped-out” to LAM’s wrap clients. Wrap clients may pay additional fees associated with such ADR transactions. LAM also will place “step-out” orders with brokers to acquire U.S. securities for wrap clients, which may result in additional fees. In either case, if wrap account programs do not allow “step-outs” to brokers, execution prices and trading costs borne by those clients will be higher. Other Non-Discretionary Arrangements LAM also provides non-discretionary investment advice to certain clients through mechanisms other than model portfolios. In some cases, LAM may provide investment advice consistent with an investment strategy managed by LAM but the client retains ultimate investment discretion, authorizing each trade prior to execution by LAM. LAM may also provide some non-discretionary clients with internally generated research information and access to its buy-side research professionals. For each of these arrangements, LAM assesses how the information may be used within the client’s own investment process. LAM takes steps to address any conflicts associated with such arrangements. 54  Research and Soft Dollar Benefits LAM receives a wide range of research services from broker-dealers who also execute transactions for LAM client portfolios and from other third-party research providers. These research services can include broker research reports, other written research reports, models, meetings with research analysts, meetings with company management, and other research-related meetings. Brokers also assist LAM with the acquisition of research from third-parties, such as providers of market data services, with whom LAM does not effect transactions (“third-party research services”). LAM obtains third-party research services by entering into arrangements (also called “soft dollar” arrangements or “commission sharing arrangements”) under which brokers who execute or otherwise effect client transactions compensate the third-party research providers. LAM has implemented controls designed to ensure that the research services it acquires under commission sharing arrangements are compliant with Section 28(e) of the Exchange Act. Section 28(e) creates a safe harbor protecting investment advisers from liability for a breach of fiduciary duty when deciding to pay more than the lowest available commission rate to a broker. LAM has adopted procedures designed to confirm that LAM seeks best execution on client transactions and also obtains research services through commission arrangements in compliance with Section 28(e). Research services furnished by brokers and third-party providers complement LAM’s in-house research and help LAM’s portfolio management teams implement their investment strategies. LAM believes that these services benefit its firm-wide investment processes, which in turn benefits LAM’s clients. Commission credits generated by client equity transactions are effectively pooled together by LAM to pay for broker and third-party research services that are accessible to essentially all of LAM’s investment personnel, including personnel managing strategies (e.g., fixed income strategies) or client mandates (e.g., model-delivery mandates) that do not generate such credits. LAM does not attempt either to monitor the amount of commission credits generated by each client account or to allocate the benefit of these commission credits proportionately among clients, nor is LAM able to trace the commissions generated by a particular client’s account to the acquisition of a particular research service. However, given its open research model (described in Item 4 above) LAM believes that its clients as a whole benefit when its investment personnel have broad access to these services. When LAM receives research services as a result of client brokerage commissions, LAM receives a benefit because it is not paying for such services from its own resources or producing such research on its own. Additionally, the Section 28(e) safe harbor creates an incentive for LAM to select a broker-dealer based on such receipt of research or other services rather than the ability to provide most favorable execution. LAM’s controls, including the equity trader survey described above, are designed to address potential conflicts of interest related to research arrangements. These controls also include “mixed use” procedures under which LAM will pay cash for the portion of a service it consumes for purposes beyond the scope of the Section 28(e) safe harbor. When acquiring an external service with commission credits, LAM establishes what it believes is a fair value for such service and then causes brokers to compensate the service provider based upon that value. In many cases, that value assigned to a third-party research service is based upon an invoice from the vendor. For broker proprietary research services and other services that are not accompanied by an invoice, 55  LAM’s equity investment professionals participate in a semi-annual evaluation designed to assess the quality and value of the research services that brokers and other firms provide to LAM. The results of the research evaluation help determine which research providers will receive payments from brokers with which LAM has commission sharing agreements. Clients of LAM’s advisory affiliates that are regulated by the European Markets in Financial Instruments Directive (“MiFID”) and certain clients of LAM that are domiciled in jurisdictions regulated by MiFID do not pay commissions that generate Section 28(e) research credits with brokers. Accordingly, when equity transactions for those clients are aggregated with those of other equity clients, the MiFID-governed accounts normally will pay lower commission rates than the other clients in the block. In lieu of commission research credits, LAM’s advisory affiliates in jurisdictions governed by MiFID pay for broker research out of their own resources. Certain other clients of LAM, for regulatory or other reasons, do not allow their equity commissions to create credits for the acquisition of research or third-party research services but may ultimately benefit from research and third-party research services acquired through other clients’ transactions. Clients of LAM whose equity transactions are not subject to MiFID’s research rules or other restrictions will continue to pay commissions to brokers to acquire research and third-party research services under Section 28(e), and are likely to pay a higher percentage of commissions toward third-party research services than they have in past years because the cost of such services will be borne by fewer clients. However, LAM has adopted procedures and conducts reviews designed to prevent these clients from bearing an unfair share of the firm’s overall research acquisition budget. Among other things, LAM has adopted a process designed to pause the generation of soft dollar credits when research budget maximum limits are met. With respect to pension plan clients subject to ERISA, soft dollar benefits received by LAM constitute “indirect compensation” under the ERISA Section 408(b)(2) regulations. The amount of the soft dollar benefits, if any, that are obtained in connection with the plan’s account cannot be estimated in advance as it is dependent on the number of transactions effected and the executing brokers used. If applicable, soft dollar amounts will be disclosed to the plan each year upon request for purposes of Form 5500 Schedule C reporting. Brokerage for Client Referrals LAM does not consider referrals of potential investors as a factor in the selection of brokers and LAM has adopted procedures that prohibit directing brokerage to brokers in recognition of client referrals and sales of the Funds’ shares. Certain prime brokerage firms utilized by certain pooled vehicles advised by LAM (or for which LAM or an affiliate serves as a general partner or manager) may provide capital introduction services as part of their overall services as prime broker. LAM does not consider provision of capital introduction services as the sole factor in choosing a prime broker for a pooled vehicle. In such cases, the prime broker often has an incentive to refer clients to the pooled vehicle over another fund because the prime broker’s compensation may be based on the number of trades executed by the pooled vehicle or the amount of assets under management by the pooled vehicle. Directed Brokerage 56  Generally, LAM will accept brokerage direction from clients with respect to domestic equity trades. In such cases, LAM will work with the client to develop a mutually agreed upon broker and direction target. LAM generally will not follow a client’s suggested designated brokerage target in the case of transactions in which, in LAM’s judgment, the designated broker will not afford best execution, unless the client has specifically directed that a specific broker be utilized and acknowledges that following the client’s directions may result in higher execution costs and less competitive prices than may otherwise be available. LAM is generally not able to accept brokerage direction for non-U.S. mandates due to the reduction in participation in commission recapture programs by global brokerage firms. Additionally, brokerage direction will not generally be permitted for fixed income transactions, as direction is generally incompatible with the way in which fixed income securities are traded by LAM. Pursuant to certain of the wrap fee arrangements between LAM and the wrap fee program sponsors, LAM has discretion to select brokers or dealers other than the wrap fee program sponsors when necessary to fulfill its duty to seek best execution of transactions for its clients’ accounts. However, brokerage commissions and other charges for transactions not effected through the wrap fee program sponsors are generally charged to the client, whereas the wrap fee covers the cost of brokerage commissions and other fees on transactions effected through the wrap fee program sponsors. For this reason, it is likely that most, if not all, transactions for such clients will be effected through the wrap fee program sponsors and it would generally be exceptional for LAM to trade with a broker or dealer other than the wrap fee program sponsor. To the extent possible, LAM will seek to obtain best execution on such trades through “step out” trades, where LAM aggregates trades with an executing broker (often not the wrap fee program sponsor) and “steps out” the appropriate portion of the trade to such sponsor for clearing and settlement at the execution price obtained through the executing broker. LAM is not in a position to negotiate commission rates with the wrap fee program sponsors on behalf of its wrap fee clients, or to monitor or evaluate the commission rates being paid by such clients or the nature and quality of the services they obtain from the wrap fee program sponsors. It is expected that LAM will direct most, if not all, trades for clients that retain Pershing to provide such services to Pershing. Aggregation and Allocation When orders to purchase or sell the same equity securities on identical terms are placed by more than one account managed by LAM or its affiliates, the transactions are normally averaged as to price (to the extent they are with the same broker/dealer) and allocated as to amount in accordance with the daily purchases or sales orders actually placed for each account. Transactions effected on behalf of LF&Co.’s pension account and other accounts in which LAM’s personnel have invested but which LAM treats as managed accounts may be aggregated with transactions of other investment advisory accounts and will receive the same average price. Such orders are combined when possible to facilitate best execution by reducing overall transaction costs. In cases where only part of an order is filled, securities are allocated to accounts in a manner which LAM deems equitable. In situations where an order takes multiple days to fill and during such time a new participating account is added, LAM normally prioritizes the new participating account to bring such account in line with the weight of the existing participating accounts and then the remainder of 57  the order is allocated on a pro rata basis. LAM also will exempt from aggregation and prioritize orders related to client redemptions, error corrections, guideline breaches and similar circumstances. Where LAM purchases or sells the same security for clients whose orders are aggregated and also is trading that security for clients who direct brokerage to specific counterparties, LAM will seek to treat all clients fairly in timing the orders. Nevertheless, the price paid or received by one group of accounts may differ from that paid or received by the directed brokerage accounts. Aggregated orders that are executed through LAM will generally not result in reduced aggregate commissions, as each client will be charged LAM’s commission rate established with the respective broker or dealer. Aggregated executions are generally allocated to participating accounts pro rata or via other methods such as a random allocation determined by LAM’s trading system or an allocation which brings all clients to a certain percentage holding of the security. In certain circumstances, LAM may also select certain clients to participate in a partially filled order based upon certain criteria deemed significant by LAM, including, without limitation: (i) the need for, or availability of, cash to complete the transaction; (ii) whether the transaction would result in a meaningful position for the client’s account; (iii) whether the order specifies a priority allocation to one or more accounts; (iv) whether a client’s account is under- or over-weighted with respect to a particular security, industry or sector in comparison to other accounts in the order; (v) the availability of an alternative investment in the same security or industry; (vi) the client is fully closing its account; and (vii) the extent to which an allocation would be too small to justify processing or custodial charges associated with the transaction. While LAM generally will aggregate institutional equity orders in the same security that are open on the same day, there are circumstances under which orders for individual client accounts will be traded separately. For example, when market liquidity is insufficient to fill all orders, LAM reserves its right to separate and prioritize the execution of equity orders relating to individual client inflows, client redemptions, the correction of guideline breaches, individual account rebalancing, and similar circumstances. Further, when LAM is conducting equity trades to transition a client account into or out of an investment strategy or pooled vehicle, LAM reserves its right to conduct those trades separately in a manner that is fair to all relevant clients. New equity orders that are placed less than one hour before the scheduled market close (or if the market is already closed) generally will not be aggregated with or averaged as to price with prior orders in the same security that day. De minimis orders (for example, under 1,000 shares) may also be worked separately and may not be averaged as to price with prior orders in the same security that day. Due to the nature of their investment processes, trades by LAM’s alternative strategies (including but not limited to the Rathmore Strategy Emerging Income Strategy) are executed separately from, and not aggregated with, trades effected on behalf of LAM’s other clients in the same security or securities. LAM has established policies and procedures reasonably designed to ensure that clients within each strategy are treated fairly and equitably. However, it is possible that in such circumstances, because of the size or timing of the respective trades, such clients could receive prices that are more or less favorable than the prices received by the strategies whose trades are not aggregated with the trades for such clients. Trades by LAM’s long-only fixed income teams (including but not limited to Global Convertibles Strategy, U.S. Fixed Income Strategy, Global Fixed Incomeand Emerging Markets Debt Strategy) are executed by LAM’s Fixed Income Trading Desk. LAM’s Fixed Income Trading Desk ensures trades effected on behalf of LAM’s 58  clients in the same security or securities are aggregated wherever practicable. LAM also reserves its right to separately execute orders in these strategies for the reasons described in the preceding paragraph. Initial Public Offering Securities LAM may invest client assets in securities offered in an initial public offering (“IPOs” or “IPO Shares”). IPO Shares frequently are in great demand and available only in limited quantities. Moreover, IPO Shares can trade at a premium shortly after issuance. Because these factors subject IPO Shares to potential abuse, LAM seeks to ensure that IPO Shares are allocated in a fair and equitable manner. Each portfolio management team will determine whether to participate in IPOs. This decision will be based upon factors such as, without limitation: (i) the investment strategy or the investment parameters associated with the strategy used to manage the client accounts; (ii) the merits of the investment proposition; (iii) whether the risks of investing in an IPO are appropriate for the client accounts; and (iv) client guidelines or legal restrictions. Generally, LAM will allocate IPO Shares among client accounts pro rata based upon the aggregate asset size (excluding leverage) of the eligible client accounts that have placed the order for IPO Shares. The asset base used to calculate this allocation does not include: (i) accounts that are restricted from participating in the IPO or who are prohibited from purchasing IPO Shares according to their guidelines or strategy; or (ii) market values of restricted assets in the LAM hedge funds (i.e., share classes restricted from receiving U.S. IPO allocations). LAM may also allocate IPO Shares on a random basis as selected electronically, or other basis, provided that such basis is fair and equitable. Allocations of IPO Shares to alternative investment strategies may be limited by LAM procedures when those strategies are participating in IPO allocations with the firm’s institutional equities strategies. Because orders for IPOs are typically only partially filled, accounts participating in the original order may receive only a portion of the shares requested and may not receive any shares at all. As also noted above, IPO Shares will typically be allocated on a pro rata basis and each portfolio management team is responsible for determining whether to purchase IPO Shares for the strategy or strategies that the team manages. A portfolio management team may decide not to participate in a particular IPO based on the merits or profile of the investment opportunity. Many LAM investment strategies are relative-value oriented and long-term in nature, seeking companies with a history of profitability. When considering whether to invest in an IPO, the portfolio management team must weigh the investment proposition against the potential for gain from the existing holdings in the strategy and the other costs associated with the transactions, including transaction implementation costs (e.g., market impact, price and commissions) related to selling positions to pay for the IPO Shares. Additionally, many LAM portfolio management teams manage their investment strategies relying heavily on fundamental, bottom-up investment research. As many IPOs involve unseasoned, small-capitalization companies with limited financial data available, a portfolio management team may decide to participate in an occasional IPO where it is able to become comfortable with the fundamentals of the company. In addition, as outlined below, market capitalization or regional exposure might also limit the ability to purchase IPOs. Many LAM strategies do not invest in IPOs on a regular basis, while certain strategies, particularly certain of LAM’s alternative investment strategies, do. IPO Shares may trade at a premium over the IPO price 59  shortly after its issuance. Consequently, those strategies that regularly invest in IPO Shares (including alternative investment strategies) may be able to quickly sell IPO Shares and may therefore significantly benefit from such investments, while those strategies that do not regularly invest in IPO Shares will not. Transactions in IPO Shares can potentially contribute significantly to the investment performance of a client’s account. As a result, these potential benefits will not be available in a LAM strategy that does not invest in IPOs on a regular basis or to clients that restrict investments in IPO Shares. In addition, there may be times when there is a significant amount of IPO activity in the financial markets. Conversely, there may be other times when IPO activity is not as robust. As a result, investment performance achieved during periods of increased availability of IPO Shares in the marketplace may not be repeated during periods where there is decreased IPO activity. IPO Shares may be sold by LAM on the same day LAM receives an allocation. Generally, many of LAM’s accounts are eligible to participate in IPOs. However, participation in such investments is limited by various factors outlined below. Many LAM investment strategies adhere to specific investment parameters. For example, a large- capitalization strategy will typically not invest in a small-capitalization IPO and therefore, a particular IPO may not be a suitable investment for the client’s investment mandate (e.g., a client invested in a U.S. Large Cap mandate would not, generally, participate in an offering of a small capitalization IPO, and a client invested in a U.S. equity mandate would not, generally, participate in an IPO for an emerging market security). Accounts of “restricted persons” as defined under FINRA Rule 5130 are prohibited from participating in IPO Shares, except as permitted by the rule (a “5130 restricted person”). FINRA Rule 5131 imposes additional restrictions on the purchase of IPO Shares, which are designed to address the practice of “spinning.”2 Generally, Rule 5131 bans spinning by prohibiting a FINRA member from allocating IPO Shares to any account in which an executive officer or director of a “public company” or a “covered non- public company” (each as defined in Rule 5131), or certain other persons, has a beneficial interest, if such person’s company has or expects to have an investment banking relationship with the FINRA member (each, a “5131 restricted person” and together with a “5130 restricted person, a “restricted person”). In order for a client account to be eligible to participate in IPOs, LAM must have a copy of the client’s Investor Certificate indicating that the account is not a restricted person. Reallocation will be required if it is determined that a restricted person participated in an IPO allocation. There are other instances where a client may be restricted from purchasing IPOs. For example: • Clients who require all purchases and sales of securities to be effected with a particular broker or dealer will not be eligible to participate in IPOs underwritten by other brokers. 2 Spinning occurs when a broker-dealer allocates a new issue to an executive officer or director of a company, who then returns the favor by using the broker-dealer for its company’s investment banking needs. 60  • LAM manages client accounts in accordance with each client’s particular investment restrictions or guidelines. If a client’s investment guidelines prohibit investments in IPOs, such client will not be eligible to participate in IPOs. • Clients who do not have a sufficient amount of cash to purchase IPO Shares will not be able to purchase IPO Shares. • Based on LAM’s IPO allocation procedures, if an account would not receive a round lot or meaningful position (e.g., an allocation of at least 100 shares), then that client would not receive an allocation of IPO Shares. • LAM’s Legal and Compliance department must approve (i) potential purchases of IPO Shares from broker-dealers affiliated with LAM; (ii) for accounts subject to ERISA, potential purchases of IPO Shares where any broker-dealer affiliated with LAM is a manager of the underwriting syndicate; and (iii) for accounts subject to ERISA, potential purchases of IPO Shares where a broker-dealer or underwriter affiliated with the ERISA client is a participant in the underwriting syndicate. • For U.S. registered funds, Rule 10f-3 procedures must be followed and the appropriate documentation completed if any broker-dealer affiliated with LAM or another restricted broker (in the case of sub-advised funds) is a lead or co-manager of the underwriting syndicate. If the affiliated broker is part of the syndicate, the fund is allowed to participate; however, the allocation must be received from another member of the syndicate. LAM’s online wrap accounts and private client accounts do not participate in IPOs. Certain strategies managed by LAM also invest in convertible securities. These include the Rathmore Strategy and the Global Convertibles Strategy, which are managed by separate teams that under LAM’s procedures do not coordinate their research or their trading. It is possible for both teams to attempt to acquire the same convertible security in the primary market at the same time, and both teams may attempt to buy or sell the same convertible security in the secondary market at the same time. In the normal course, due to differences in the investment processes and objectives of both strategies, LAM does not manage the allocations of securities orders generated by each of these teams. It is possible that accounts managed by either team will not receive the full allocation of securities they have sought through orders to broker- dealers. Cross and Agency Cross Transactions Cross transactions involve the purchase or sale of a security between two accounts managed by LAM. For example, in some instances a security to be sold by one client account may independently be considered appropriate for purchase by another client account. In such cases, LAM may, but is not required, to cause the security to be “crossed” or transferred directly between the relevant accounts at an independently determined market price and without incurring brokerage commissions, although customary custodian fees and transfer fees may be incurred, no part of which will be received by LAM). LAM will generally not 61  engage in cross transactions between an ERISA plan account and any other account managed by LAM, unless an exception is satisfied. LAM will only engage in cross transactions between an investment company registered under the 1940 Act and another account managed by LAM pursuant to procedures adopted under Rule 17a-7. Generally, LAM will only engage in cross transactions if it is permitted to do so under its investment management agreement with the client, or with written permission from the client. Clients who provide blanket consent to LAM to engage in cross transactions may withdraw such consent without penalty by providing written notice to LAM. Generally, the price for a cross trade of a fixed income security will be the mid-price of three independent bids and offers (or another fair and equitable methodology approved by LAM’s Legal and Compliance department). The price for a cross trade of an equity security generally will be the day’s volume weighted average price (commonly referred to as the VWAP), the end-of-day price or another approach deemed appropriate and approved by LAM’s Legal and Compliance department. Although it is LAM’s policy to avoid market transactions that could be viewed as the facilitation of cross trades between separate client accounts, at times, LAM will be required to execute orders in the same security on the opposite sides of the market. With respect to equity transactions, buy and sell orders in the same security made on the same day for different client accounts, whether due to client cash flows or portfolio model changes, are routed by the Equity Trading Desk to separate brokers for execution. However, when the Equity Trading Desk determines that a single broker can execute buy and sell orders in the same security on the same day for different client accounts in a manner that also satisfies LAM’s duty to seek best execution, the Equity Trading Desk will instruct the executing broker to avoid crossing those two orders as principal (i.e., internally at the executing broker). With respect to fixed income transactions, buy and sell orders in the same security made on the same day for different client accounts, whether due to client cash flows or portfolio model changes, must be placed as separate orders on anonymous, multi-dealer electronic trading systems (“Electronic Trading Platforms”). Same day buy and sell orders in securities that are not serviced by an Electronic Trading Platform are executed following a consultation with LAM’s Chief Compliance Officer or his/her designee. LAM will generally not engage in agency cross transactions in which LF&Co. acts as broker for the parties on both sides of the transaction. Principal Transactions In general, LAM does not engage in principal transactions with client accounts or investment funds. In a “principal transaction,” LAM or a LAM affiliate buys a security from, or sells a security to, the account of a client. However, LAM may, from time to time, and subject to applicable laws and internal policy, engage in a principal transaction with a client if LAM reasonably believes that the transaction will be in the best interests of the client. For example, in certain cases, LAM and its owners, affiliates and employees may have financial interests in certain accounts, including investment funds managed by LAM or an affiliate, which, at times, may exceed 25% of the total account so that the account may be deemed to be a principal account (a “Principal Account”). Whenever transactions are effected by LAM between a Principal Account and one or more non-Principal Accounts, LAM will generally seek to obtain consent from the non-Principal Accounts prior to executing such trades (or in no event later than the settlement of such trades). 62  Transactions with LF&Co. LAM has adopted policies and procedures related to transactions involving LF&Co. LAM may purchase for its discretionary accounts securities as to which LF&Co. is a member of an underwriting or selling syndicate. Such purchases will generally be made in accordance with Prohibited Transaction Exemption 75-1, or otherwise under ERISA, for accounts subject to ERISA, relevant client restrictions and Rule 10f- 3 under the 1940 Act, for registered funds. LF&Co. engages in a secondary trading business with institutional customers, primarily executing contingent trades on a principal basis, though it may also execute non-contingent orders as agent or riskless principal. LF&Co. has not engaged in any secondary trading business with LAM. In the event that LF&Co. engaged in any such business with LAM, it would do so without charging any mark-up or commission. Trades involving LF&Co. for LAM clients on an agency basis and brokerage commissions paid to LF&Co. with respect to such trades are designed to comply with applicable law, including for LAM clients that are employee benefit plans subject to ERISA upon complying with the conditions set forth in Department of Labor Prohibited Transaction Class Exemption 86-128 or otherwise in accordance with ERISA, for registered investment companies advised by LAM upon complying with the conditions set forth in (as applicable) ERISA, Rule 17e-1 under the 1940 Act, and, in any case, in compliance with Section 11(a) of the Exchange Act. As a general matter, the commission rates charged to clients by brokers are negotiated, and, therefore, different rates may be charged depending upon the service or package of services provided to the client. LAM may purchase for its discretionary clients securities as to which LF&Co. is engaged and compensated by a company to advise and effect exchanges of securities issued by the company. Any such purchase will be done without the client’s consent to the extent consistent with applicable law. For its services, LF&Co. is compensated by the company that issued the securities to be exchanged and LF&Co. does not receive compensation from any LAM client on account of such client’s participation in the exchange transaction. LF&Co.’s compensation from companies is structured in various ways. Any participation by LAM’s ERISA clients in such an exchange transaction will be effected in accordance with ERISA or, if it cannot be so effected, LAM’s ERISA clients will be excluded from participating in the exchange transaction, which will disadvantage such clients. Depending upon the particular exchange transaction, LF&Co. and LAM may (but are not required to) agree, in their sole discretion, for LF&Co. to not accept any compensation from the company directly attributable to such ERISA clients’ participation in the exchange transaction or to otherwise disgorge or credit back such amounts to participating ERISA clients. Item 13 – Review of Accounts All portfolios are reviewed on a regular basis. The review process is as follows: 63  Equity Trades for institutional equity portfolios are reviewed on a regular basis by a portfolio manager/analyst and members of the broader investment team to determine trade completion, guideline compliance and consistency of portfolio asset allocation. In addition, portfolio manager/analysts review the model portfolios on a regular basis for consistency with investment strategies, overweight or underweight positions and available investment funds. Because LAM manages portfolios on a team basis, one or more portfolio manager/analysts will review each of the portfolios for which that team has responsibility. Fixed Income Fixed income portfolio manager/analysts review all institutional fixed income portfolios on a daily basis for trade accuracy, asset allocation, available cash and investment strategies. More than one sector manager may review accounts. LAM manages accounts on a team basis. Fixed income accounts are reviewed weekly by the relevant Fixed Income portfolio management team for consistency with the objective of the relevant investment strategy. Private Client Group Private Client Group portfolios are reviewed daily by portfolio assistants for trade accuracy and available cash. The respective portfolio manager also reviews all such portfolios typically on a daily basis. The Head of the Private Client Group reviews clients’ accounts periodically. Wrap accounts are reviewed on a daily or weekly basis by SEI for portfolio consistency with investment strategy, trade accuracy, and available cash. Issues raised by SEI are brought to the attention of the relevant Director of Operations and other control groups within LAM, including, but not limited to, the Operations and Finance and Legal and Compliance Teams. Additionally, accounts will be reviewed in connection with client requests, routine compliance checks or reporting reviews and otherwise as needed. Client Reporting Generally, at the end of each calendar quarter a full client reporting package is sent to clients of LAM other than clients in wrap fee programs or other programs where the client has requested that a report not be sent because a report is being sent by the client’s consultant, wrap program sponsor or broker. Holdings reports typically display security description, quantity owned, market price, total market value and percent of total market value. In addition to holdings reports, the standard report contains a one-page portfolio summary, transactions, corporate actions, and other reports applicable to the product in which the client has invested. The portfolio summary page includes performance return relative to market indices and asset allocation. Additionally, if an institutional client account includes an allocation to a portfolio of LFI, client reporting packages may 64  include a listing of the respective portfolio’s holdings, provided on a delayed basis. Such reports are typically provided no more frequently than quarterly and are provided no earlier than 5 business days after the end of a quarter, the time that LFI Portfolio holdings are made available on LAM’s website. Additionally, upon request, LAM may provide to certain clients or investors, on a delayed basis, portfolio holdings information with respect to private funds managed by LAM or its affiliates that is not provided with the same frequency to other investors in such private fund. Clients invested in the Funds or private funds managed by LAM will also receive audited financial statements and certain other regular reports and documents sent to investors. Additionally, for certain Funds or portfolios managed by the Multi-Asset portfolio management team, LAM provides quarterly performance of the investment strategies comprising these Funds and makes this information available to Fund shareholders upon request. Item 14 – Client Referrals and Other Compensation Except with respect to soft dollar benefits, as described in Item 12 above, LAM does not receive fees or other incentives from parties other than clients. LAM is a party to several written agreements pursuant to which it pays a fee to consulting firms, individuals and others (collectively, “Placement Agents”) for referring clients to LAM. The fee paid under these agreements is based, directly or indirectly, on the amount of funds received for management from clients that the Placement Agents refer. The agreements may also provide for the reimbursement of certain expenses incurred by the Placement Agents and specifically require the Placement Agents to comply with Rule 206(4)-3 of the Advisers Act and other regulations thereunder. Additionally, from time to time, personnel of LF&Co. may refer clients to LAM. LAM pays for, and utilizes, various services and attends various forums and events that are supplied or sponsored by consultants and third-party intermediaries. The receipt of payment for these services could be perceived to provide a benefit to such consultant or third party and, therefore, result in a conflict of interest. However, LAM believes that its receipt of such services offers genuine educational or other benefits to it and its clients. In the conduct of its regular business operations, LAM and/or its employees, may make political contributions, entertain clients, receive gifts or make charitable contributions. LAM has adopted policies and procedures reasonably designed to address any potential conflicts of interest associated with such activities. Additionally, please refer to the discussion of “sweep arrangements” in Item 4 above. Item 15 – Custody In certain cases, pursuant to Rule 206(4)-2 under the Advisers Act, LAM may be deemed to have custody of client assets. Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains client’s investment assets. LAM urges its clients to carefully 65  review such statements and compare such official custodial records to the account statements that LAM provides to its clients. LAM’s statements may vary from custodial statements. LAM undergoes an annual surprise examination by an independent public accountant in connection with accounts for which it or an affiliate is deemed to have custody, as required by Rule 206(4)-2. The Funds and the private funds managed by LAM issue financial statements on an annual basis that are audited by such fund’s independent registered public accounting firm and delivered in accordance with the requirements of Rule 206(4)-(2). For information relating to the custody arrangements of Lazard Wealth, please refer to Item 15 of the LW Brochure. Item 16 – Investment Discretion LAM furnishes continuous investment advice to advisory clients pursuant to investment management agreements under which each client delegates investment management discretion to LAM. LAM manages assets according to a variety of equity, fixed income and alternative investment strategies. In exercising its judgment in managing client accounts, LAM takes into account the individual objectives, restrictions and guidelines of each client, as communicated by the client, and other factors deemed relevant by the client and disclosed to LAM, such as the nature and amount of other assets and income from other sources. Generally, to the extent that a client wishes to impose limitations on the management of its account or requests that LAM manage an account consistent with the client’s investment policy statement or guidelines, LAM will review any such documentation provided by a client prior to the inception of an account. To the extent that any such guidelines or limitations are not acceptable by LAM, LAM will work with the client to make appropriate revisions to such documentation in a manner that is mutually acceptable to both parties. In addition, LAM furnishes investment supervisory services to registered open- and closed- end investment companies and private funds, including hedge funds and commingled funds and trusts, based on the investment objectives and restrictions as set forth in each fund’s prospectus or similar offering document. Client portfolios with similar investment objectives within the same investment strategy are generally managed similarly with a goal that each such client account would have substantially the same percentage of the portfolio invested in the same securities (subject to differences arising from a variety of factors, including, but not limited to, client restrictions and liquidity of underlying securities, when the portfolio was opened and cash flows into and out of the portfolio). Investment opportunities are generally allocated to those accounts, which LAM determines, in its sole discretion, to have an investment mandate and profile consistent with the type of security (i.e., large cap equity, mid cap equity, small cap equity, core fixed, intermediate fixed) and which LAM determines, in its sole discretion, should be included in the portfolio. All such allocation decisions are subject to client guidelines and restrictions. Limited investment opportunities will be allocated to client accounts in a manner in which LAM, in its sole discretion, determines is equitable to its clients. Factors considered by LAM include, but are not limited to, the availability of alternative investments, the extent to which the allocation would represent a meaningful position for the account, the liquidity of the security and the availability of cash to settle the transaction. Client requests for particular securities may also be considered. 66  As noted in Item 4 above, LAM has adopted an ESG Policy and related policy documents pursuant to which its investment personnel will consider financially material ESG matters when making discretionary investment decisions, subject to strategy investment objectives, client guidelines and applicable law. LAM also offers several strategies that expressly include financially material ESG considerations in their investment policies. Please see Item 16 of the LW Brochure for a description of Lazard Wealth’s investment discretion. Item 17 – Voting Client Securities Generally, LAM is granted proxy voting authority under its client agreements and LAM generally accepts the responsibility to vote proxies on behalf of any client. However, it is the responsibility of the custodian appointed by the client to ensure that LAM receives notice of the relevant proxies sufficiently in advance of the meeting’s cut-off date to vote, in order to allow LAM to vote. LAM is not responsible for voting proxies for which it does not receive timely notice from a custodian appointed by a client, or in the case of wrap programs, the program sponsor. LAM’s Proxy Voting Policy and Procedures LAM’s proxy voting process is administered by members of its Operations department (the “Proxy Administration Team”). Oversight of the process is provided by LAM’s Legal and Compliance department and by an Active Ownership Committee (“AO Committee”)comprised of senior investment professionals, members of the Legal and Compliance department, the Head of Sustainable Investment & ESG and other LAM personnel. The AO Committee meets regularly, generally on a quarterly basis, to review the Global Proxy Voting Policy and other matters relating to the firm’s proxy voting functions. Meetings may be convened more frequently (for example, to discuss a specific proxy voting agenda or proposal) as needed. LAM currently subscribes to advisory and other proxy voting services provided by ISS and Glass Lewis. These proxy advisory services provide independent analysis and recommendations regarding various companies’ proxy proposals. While this research serves to help improve LAM’s understanding of the issues surrounding a company’s proxy proposals, LAM’s investment professionals are responsible for providing the vote recommendation for a given non-routine proposal, subject to conflicts of interest procedures. Voting for each agenda of each meeting is instructed specifically by LAM in accordance with the policy. ISS also provides administrative services to LAM related to proxy voting such as a web-based platform for proxy voting, ballot processing, recordkeeping and reporting. LAM votes on behalf of its clients according to proxy voting guidelines approved by the AO Committee (the “Approved Guidelines”). The Approved Guidelines, which are summarized in the Global Proxy Voting Policy, indicate whether LAM generally would be expected to vote “For” an agenda item, “Against” an agenda item, or consider its vote on a case-by case basis. The Proxy Administration Team ensures that investment professionals responsible for proxy voting are aware of the Approved Guidelines for each proposal. Voting on a proposal in a manner that is inconsistent with an Approved Guideline requires the approval of the AO Committee. With respect to proposals to be voted on a case-by-case basis, the Proxy Administration Team will consult with relevant investment professionals prior to determining how to vote on a proposal. Generally, LAM votes “For” certain agenda items considered routine. 67  Meetings that pose a potential material conflict of interest for LAM are voted in accordance with the conflict procedures in the Global Proxy Voting Policy. For example, in situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, LAM’s policy is to vote the proxy item according to the majority recommendation of the independent proxy services to which LAM subscribes or abstain. It is LAM’s intention to vote all proposals at every meeting where it does not decide to abstain. However, there are instances when voting is not practical or is not, in LAM’s view, in the best interests of its clients. LAM does not generally vote proxies for securities loaned by clients through a custodian’s stock lending program. Unless it determines that doing so is in the best interests of clients, LAM generally will not reveal to third parties how it intends to vote until such votes have been cast. Of course, LAM may disclose to a client, upon request, how it intends to vote with respect to securities held in that client’s portfolio. Under some circumstances, such as when ballots are not delivered on a timely basis, LAM will be unable to vote proxies. In other cases – such as where the cost of voting is excessive, where LAM lacks sufficient information, or where share blocking procedures are in place – LAM may determine not to vote. Separately managed account clients who delegate proxy voting authority to LAM will receive a report detailing the proxies voted by LAM on their behalf during a particular reporting period. LAM also files Form N-PX with the SEC with respect to the proxies voted on behalf of the Funds. Please see Item 17 of the LW Brochure for a description of Lazard Wealth’s proxy voting procedures. Item 18 – Financial Information LAM has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. 68  DISCLOSURE FOR ERISA CLIENTS DISCLOSURE STATEMENT IN CONNECTION WITH ERISA SECTION 408(B)(2) LAM provides investment advisory services to certain clients subject to the provisions of ERISA as a registered investment adviser and ERISA fiduciary. Each such client and/or plan’s (each, a “Plan”) relevant investment management agreement between the Plan and LAM (each, an “Agreement”) sets forth the provisions and terms relating to such arrangement, including terms and obligations relating to ERISA. In connection with providing investment advisory services, LAM receives the fee set forth in the Agreement. Soft Dollars. Please refer to Item 12 of this Brochure for a description of LAM’s soft dollar arrangements. Gifts and Entertainment. LAM does not have any arrangements in place under which it would receive any gifts or entertainment with respect to a Plan, nor does LAM expect to receive any gifts or entertainment in connection with providing services to any Plan that would cause LAM to report any such amounts under Schedule C of Form 5500 or to exceed the de minimis exception to compensation disclosable under ERISA Section 408(b)(2). Under its policies, LAM personnel may not receive gifts in excess of $100 per year from any client or potential client, and all gifts must be disclosed to LAM’s Legal and Compliance department. No LAM affiliate or subcontractor provides services that are charged to a Plan account or are charged on a per-transaction basis. If a Plan terminates the Agreement, LAM receives its management fee up to the termination date. LAM does not provide recordkeeping services to any Plan. In general, in cases where a Plan invests through a separately managed account, LAM provides fiduciary services directly to the Plan, not through a fund or product. To the extent that LAM provides investment services to a Fund or other pooled vehicle in which a Plan invests, the fees and expenses of such Fund or pooled vehicle are set forth in the prospectus or offering memorandum and its financial statements and other materials sent to investors. 69 

Item 1 – Cover Page Form ADV Part 2A Lazard Wealth A Division of Lazard Asset Management LLC 30 Rockefeller Plaza New York, New York 10112 (212) 287-2950 www.lazardassetmanagement.com March 2025 This brochure provides information about the qualifications and business practices of Lazard Wealth (“LW”, “the Company” or “the Firm”), a division of Lazard Asset Management LLC (“LAM”). If you have any questions about the contents of this brochure, please contact us at 212-287-2950. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration with the SEC does not imply a certain level of skill or training. Additional information about LAM is also available on the SEC’s website at: www.adviserinfo.sec.gov.  Item 2 – Material Changes • The Brochure was updated to reflect the addition of new investment strategies and certain changes to the descriptions of the risks applicable to the firm and its investment strategies. • The Brochure was updated to reflect that, in 2025, LAM LLC filed a registration statement with the SEC to support the launch of the Lazard Active ETF Trust, an open-end management investment company registered under the 1940 Act. 2  Item 3 -Table of Contents Item 1 – Cover Page ...................................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................................. 2 Item 3 -Table of Contents .............................................................................................................................................. 3 Item 4 – Advisory Business ........................................................................................................................................... 4 Item 5 – Fees and Compensation ................................................................................................................................... 7 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................................ 11 Item 7 – Types of Clients............................................................................................................................................. 12 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ...................................................................... 12 Item 9 – Disciplinary Information ............................................................................................................................... 17 Item 10 – Other Financial Industry Activities and Affiliations ................................................................................... 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Other Conflicts of Interest ......................................................................................................................................................................... 19 Item 12 – Brokerage Practices ..................................................................................................................................... 20 Item 13 – Review of Accounts .................................................................................................................................... 23 Item 14 – Client Referrals and Other Compensation ................................................................................................... 23 Item 15 – Custody........................................................................................................................................................ 24 Item 16 – Investment Discretion .................................................................................................................................. 24 Item 17 –Voting Client Securities ............................................................................................................................... 24 Item 18 – Financial Information .................................................................................................................................. 25 Privacy Notice ............................................................................................................................................................. 26 3  Item 4 – Advisory Business Introduction Lazard Wealth (“LW”, “us” or “our”) is a division of Lazard Asset Management LLC (“LAM”). LAM is a Delaware limited liability company and a wholly-owned subsidiary of Lazard Frères & Co. LLC (“LF&Co.”), which is an indirect subsidiary of Lazard, Inc., a Delaware corporation whose shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “LAZ.” Previously referred to as Lazard Family Office Partners, as of January 1, 2025, Lazard Wealth is the brand name of LAM’s wealth management services, including Lazard Family Office and Private Client Group, further described below. Our Offices are located in New York, New York. LAM has been registered with the SEC as an investment adviser since May 1970. For more than fifty years, the firm has developed and implemented its own actively managed investment strategies for a global client base. For information about LAM’s investment advisory services, please refer to the firm’s separate Form ADV Part 2A (the “LAM Brochure”), which may be obtained at www.lazardassetmanagement.com or by contacting your LW representative. This brochure pertains only to the wealth management services offered to clients of LW. Lazard Family Office On March 1, 2023, LAM acquired all membership interests of Truvvo Partners, LLC (“Truvvo”), an SEC- registered investment adviser offering an open-architecture, multi-manager investment platform to sophisticated families. Immediately following the acquisition, Truvvo began operating under the name Lazard Family Office Partners, and is now doing business as Lazard Family Office (“LFO”). As of January 1, 2024, Truvvo terminated its registration as an investment adviser. LAM now serves as the exclusive registered investment adviser supporting LFO’s business activities. LFO is a global wealth management offering that provides clients with an array of services across strategic advice and planning, full investment management and direct private investment opportunities. Our open- architecture platform is global and spans all asset classes, public and private. We provide bespoke, customized solutions and give clients the opportunity to take part in direct investments. LFO is comprised of experienced endowment, private equity and finance professionals working together to provide clients access to a differentiated wealth management solution combining the rigor of the institutional world with the long-term focus of families. Our client base encompasses families and individuals and associated entities such as trusts, estates, charitable organizations, family partnerships, foundations and business entities as well as stand-alone non-profit entities. We collaborate with our clients to oversee and support the investment process, strategically leveraging the power of an open-architecture platform to deliver a cost-effective and robust offering. LFO typically assumes the role of an outsourced chief investment officer and in that role can coordinate clients’ non- investment needs related to wealth management. Our investment management services seek to provide clients with a global, multi-asset, multi-manager investment platform traditionally available only to top-tier endowments and foundations, spanning all asset classes, public and private. We create customized solutions for our clients and leverage our broad relationships across the global investment industry enable us to enhance access, due diligence, and portfolio management. Additionally, 4  we offer clients access to direct private investment opportunities to complement and enhance long-term portfolios. Wealth Management Services When acting as a wealth management advisor, LFO offers investment advisory and wealth planning services to separate accounts (“Advisory Accounts”) for wealthy families and select institutions (“Advisory Clients”). These services may include, but are not limited to: Investment Advisory Services Identifying investment objectives Investment strategy implementation • • Defining risk levels and identifying risk tolerance • Comprehensive asset allocation (strategic and tactical, traditional and non-traditional assets) • Establishing an investment policy • • Liquidity analysis and tracking • Balance sheet analysis • Private investment program modeling • Due diligence on legacy and proposed investments (e.g., concentrated stock, private equity, etc.) • Ongoing monitoring of investments Wealth Planning Services1 • Spending analysis • Financial considerations for trust and estate planning • Income tax planning • Life insurance review • Next Generation financial education • Philanthropic gifting strategies • Robust, comprehensive reporting including market reviews, asset allocation, performance, benchmarking and other investment-related reports • Facilitating coordination and communication with clients’ other service providers including accountants, trust and estates attorneys, insurance, external investment advisors, etc. Wealth management services are provided on a discretionary or non-discretionary basis to clients. We implement customized portfolio solutions through Advisory Accounts and, when appropriate, pooled vehicles (described below) depending upon the size of investable assets. Advisory Account assets are generally invested in accordance with a customized investment policy statement. Advice is tailored to the individual needs of each Advisory Client considering its goals and objectives, risk tolerance, time horizon, tax profile and liquidity needs. We may agree to reasonable investment restrictions imposed by our Advisory Clients, such as restrictions from investing with certain types of managers and/or in certain types of assets. 1 With respect to estate planning and income tax planning services, we communicate with and facilitate coordination among Clients’ legal, accounting, insurance, employees, service providers, estate planning and external investment advisors. We do not provide estate planning or tax advice. 5  LFO Investment Vehicles LFO’s sponsored pooled vehicles (“Lazard Vehicles”) include limited partnerships comprised of asset class specific, multi-manager investments across marketable and private investments. Our Lazard Vehicles actively invest with a broad range of third-party investment managers (collectively, the “Portfolio Funds”), utilizing a variety of investment strategies, including global equity, hedge strategies, special situations, private equity, real assets and credit. The Lazard Vehicles are used by our Advisory Clients to access LFO’s investment ideas and managers while maintaining appropriate levels of diversification and exposure to certain areas of market. Non-Advisory Clients serviced by LW are permitted to invest in the Lazard Vehicles under certain circumstances. Certain Advisory Clients engage LFO to recommend or make investments in private companies on their behalf. These investments may involve management buyouts, leveraged recapitalizations, restructurings, consolidations, leveraged acquisitions, build-ups, pre-public offering opportunities and growth capital opportunities. As investments in private companies are identified and approved by LFO, we will typically establish a stand-alone special purpose vehicle (a “Direct Private Investment Vehicle”) to hold the private investment, and the relevant Advisory Clients will then decide whether to invest in such vehicles on a case- by-case basis. Depending on the circumstances, non-Advisory Clients (including LW personnel) may invest in these Direct Private Investment Vehicles. See “Brokerage Practices” below for a description of how LFO allocates direct private investment opportunities. The Lazard Vehicles and Direct Private Investment Vehicles are private pooled investment vehicles, which are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and exempt from registration under the Securities Act of 1933, as amended. We have full discretionary authority with respect to investment decisions of the Lazard Vehicles, and our advice is tailored according to the investment objectives, guidelines, and requirements as set forth in each Lazard Vehicle’s respective offering memorandum and advisory agreement. LFO may also utilize a broad range of other direct financial instruments (e.g., stocks, bonds, mutual funds, options, exchange traded funds) in providing investment advice. Clients may also hold other types of investments in their accounts at their request or following LFO’s due diligence on legacy and proposed investments. Private Client Group LAM's legacy Private Client Group (“PCG”) specializes in providing LAM’s proprietary actively managed investment services to high-net-worth clients and institutions. PCG personnel are part of the LW team and PCG clients may participate in investments in Lazard Vehicles and Direct Private Investment Vehicles under certain circumstances. Therefore, clients of the PCG group should review both this brochure and the LAM Brochure for important disclosures concerning the services LAM offers to their accounts. Other Services LW may invest or recommend the investment of client assets in funds managed and/or sponsored by LAM or an affiliate. LW has discretion to invest client assets in or recommend investment strategies and investment vehicles offered by LAM and its advisory affiliates, including portfolios of The Lazard Funds, Inc. an open-end management investment company registered under the 1940 Act managed by LAM, or private investment vehicles sponsored or managed by LAM (collectively, “LAM Sponsored Funds”). Please see Item 11 for additional information regarding potential conflicts associated with LW’s ability to invest or recommend the investment of client assets in LAM Sponsored Funds. For the remainder of this brochure, Advisory Clients, non-Advisory Clients, PCG investors and Lazard Vehicles are collectively referred to as “Clients.” 6  Assets Under Management LW managed approximately $8.1 billion as of December 31, 2024. This includes $1.7 billion in regulatory assets under management on a discretionary basis and $3.1 billion in assets under management on a non- discretionary basis for LFO Clients, and approximately $3.3 billion in assets under management for Clients of PCG. Item 5 – Fees and Compensation Advisory Account Fees LFO Advisory Account fees cover the holistic nature of our relationship with our Advisory Clients, which includes both investment advisory and wealth planning services across the wealth management spectrum. As such, our advisory fees are generally based upon a percentage of the market value of assets under our advisement. The fees and expenses applicable to each Client are set forth in detail in the investment advisory agreement between LFO and the Advisory Client. Our standard annual advisory fee for Advisory services (the “Advisory Fee”) is as follows: Annual Advisory Fee* Assets Under Advisement (MARKET VALUE) Up to $100 million 0.75% of net asset value per annum $100 million - $200 million 0.55% $200 million - $300 million 0.45% $300 million - $400 million 0.35% $400 million - $500 million 0.25% $500 million + 0.15% *Incremental fee based on net asset levels Advisory Fees may vary based on numerous factors including but not necessarily limited to the Clients’ unique circumstances, complexity of the account(s) and nature of the investment portfolio. These fees are often customized and may result in an alternative fee arrangement, including charging a flat fee or a fee based on a percentage of assets that differs from the Advisory Fee described above. The assets considered for these alternative fees would include amounts the Advisory Client invested in Lazard Vehicles and Direct Private Investment Vehicles advised by LFO, as well as amounts for which we have been retained to exercise day-to-day oversight. Advisory Fees are billed or deducted quarterly, generally in advance, pursuant to the terms of the investment advisory agreement. Any prepaid but unearned fees will be refunded upon termination in accordance with the provisions in the Advisory Clients investment advisory agreement. 7  Additional fees may include the following: • When an Advisory Client invests in the Lazard Vehicles, such client may incur a fee (“Lazard Vehicle Fee”) which is separate and distinct from the Advisory Fee. • To the extent an Advisory Client invests in a Direct Private Investment Vehicle, fee arrangements will be disclosed in a side letter or equivalent disclosure to each Advisory Client at the time of the recommendation. This fee is also separate and distinct from the Advisory Fee. • When an Advisory Client invests in a LAM Sponsored Fund, such Client will incur fees and expenses of such LAM Sponsored Fund as set forth in the prospectus or offering memorandum. LFO will deduct the value of the investment in such LAM Sponsored Fund from the market value of the Advisory Client’s assets under advisement for the purposes of calculating the Advisory Fee. The LAM Sponsored Fund fees and expenses are also separate and distinct from the Advisory Fee. The Lazard Vehicles consist of marketable and private market vehicles. The Lazard Vehicles may include vehicles formed by LFO from time to time. The Lazard Vehicle Fee will only apply to Advisory Clients who purchase an interest after December 31, 2023. Lazard Vehicle Lazard Vehicle Fee* Marketable Vehicles Lazard US Equity Strategies LP Lazard International Equity Strategies LP Lazard Emerging Market Equity Strategies LP Lazard Long/Short Equity Strategies LP Lazard Event Driven Strategies LP Lazard Hedge Strategies Offshore LP No Fee No Fee No Fee 0.25% 0.25% 0.25% Private Market Vehicles Lazard Private Market Opportunities LP - Private Equity Series Lazard Private Market Opportunities LP - Real Assets Series Lazard Private Market Opportunities LP - Illiquid Credit Series Lazard Private Market Opportunities Offshore LP - Private Equity 0.50% 0.50% 0.25% 0.50% Series Lazard Private Market Opportunities Offshore LP - Real Assets Series 0.50% *Based on net asset levels The Lazard Vehicle Fees are set forth in detail in each Lazard Vehicle’s offering documents. Investors should review all fees charged by LFO and the underlying managers to fully understand the total amount of fees to be borne by the Lazard Vehicles and by Clients.2 Lazard Vehicle Investment Management Fees For investors that engage LAM for specific asset class exposure and are not paying Advisory Account fees as described above, fees are a blended management fee generally charged by each multi-manager vehicle. As mentioned above, Advisory Clients who already pay an advisory fee will invest in a Lazard Vehicle series that offers a management fee waiver or reduced fee included above. A summary of the Lazard Vehicle Fees for these non-Advisory Accounts is provided below: 2 Fees for PCG Clients are set forth in Item 5 of the LAM Brochure. 8  Assets Under Management Annual Lazard Vehicle Fees *,**, *** Up to $50 million 1.00% of net asset value per annum $50 million - $100 million 0.90% $100 million - $150 million 0.75% $150 million - $200 million 0.65% $200 million + 0.50% *Incremental fee based on net asset levels **For our Private Equity and Real Assets Series, fees are initially based on committed capital during the initial 5-year investment period and on net asset levels thereafter. *** For our Illiquid Credit Series, fees are based on net asset values at a rate that is lower than the Lazard Vehicle Fees described above, as set forth in the private offering memorandum of Lazard Private Market Opportunities LP. Fees for Lazard Vehicles are billed and deducted quarterly at the end of the calendar quarter (i.e., in arrears). Such fees are generally not negotiable, but exceptional reductions for certain Clients, employees or affiliates of the general partner may be made in special circumstances. Direct Private Investment Vehicles Fees As discussed above, Direct Private Investment Vehicles are created on a case-by-case basis, and the fee arrangements established for such vehicles will vary. In general, Direct Private Investment Vehicles pay management fees, calculated and paid quarterly in advance, and carried interest compensation to LAM or affiliate general partners. The amount and terms of the management fees and carried interest (as applicable) charged to each investor are determined through negotiations with the investors of the Direct Private Investment Vehicles at each vehicle’s inception under the terms of their limited partnership agreements, investment advisory agreements or other similar documents. LFO or affiliates may choose to reduce or waive management and carried interest fees for certain investors such as employees, affiliates of the general partner, the management team of the underlying portfolio company and any strategic co-investors/partners. Operating Expenses for Advisory Accounts and Lazard Vehicles Generally, Clients will be allocated and may bear costs including, but not limited to: custodial charges; brokerage fees or commissions and related costs (please see “Brokerage Practices” below for a description of LFO’s use of brokerage); taxes, duties and other governmental charges; transfer and registration fees or similar expenses; costs and charges associated with foreign exchange transactions; expenses related to proposed investments (whether they are consummated or not); investment-related travel expenses; other 9  portfolio expenses; fees charged by independent public accountants engaged to conduct annual surprise examinations to verify certain applicable Client assets; and, with respect to the Lazard vehicles, certain operational expenses (e.g., audit, insurance, tax and administrative costs) necessary or appropriate to the vehicle’s business, regulatory (including Form D and Form PF preparation and filing expenses) or tax compliance. Management fees received by LFO do not include investment management fees for underlying investment managers (i.e., Portfolio Funds). Capital contributions made on a date other than the first day of a calendar quarter are subject to a prorated portion of the asset-based fee for that calendar quarter with respect to such contribution based on the number of days remaining in that calendar quarter. Because LFO typically invests a Client’s assets through third-party managers (either through a separate account or through a pooled investment vehicle managed by such managers), Clients indirectly bear all or a pro rata share of any management and incentive fees charged by such managers (as well as other expenses associated with such investments). Consequently, the portion of a Client’s assets invested with a third- party manager is subject to the account fees payable to LFO or the Lazard Vehicle in addition to the fees payable to the third-party manager. The account fees are not reduced by the fees paid to the third-party manager(s). Such fees and expenses, as well as any withholding taxes payable and required to be withheld by issuers, their agents or others will reduce the assets held in (and gross return experienced by) relevant Client accounts. Expenses allocated to Advisory Clients may be negotiated individually with each Advisory Client and LFO, at its discretion, may pay for expenses allocated to an Advisory Account. Advisory Clients that do not pay expenses may benefit from services paid for by the Lazard Vehicles, LFO, and/or other Advisory Clients. Fees paid by the Clients are primarily based on valuations of underlying investments as reported by the third-party managers and/or Portfolio Funds. Client investments in unregistered Portfolio Fund investments may consist of both redeemable (e.g., hedge funds) and nonredeemable interests (e.g., private equity funds). We may rely upon values provided by the third-party manager and/or sponsor of a Portfolio Fund. In general, investments in unregistered Portfolio Funds are priced at fair value in accordance with the terms and conditions of the respective governing agreement of the Portfolio Fund. Valuations are recorded at the net asset value reported by the Portfolio Fund sponsor, which generally equals the Client’s proportional share of net asset value reported by the sponsor of the Portfolio Fund. LFO may also consider factors such as fund specific redemption restrictions, related sales transactions, events that occurred during the quarter, and current market conditions which may affect the value of specific investments. For avoidance of doubt, Advisory Clients that are investors in the Lazard Vehicles will typically receive Class B shares. Class B investors purchasing an interest after December 31, 2023, will incur a Lazard Vehicle Fee; consequently, new Advisory Clients invested in Lazard Vehicles may incur a Lazard Vehicle Fee. Normally, all Class B investors will proportionately share in all Lazard Vehicle expenses, which include, but are not limited to, legal fees, investment due diligence, tax preparation, accounting, audit, and administrative fees. Please refer to the respective governing documents of the Lazard Vehicles and/or your advisory agreements for detailed information on fees and expenses. Direct Private Investment Vehicle Expenses In addition to paying management fees and carried interest, the Direct Private Investment Vehicles, or in certain instances, companies in which they invest, also pay or reimburse LFO or its affiliates for expenses relating to the Direct Private Investment Vehicles in connection with (i) organization (e.g., legal, 10  accounting, consulting, filing) and offering (e.g., marketing, fundraising, travel, and printing) of interests in the Direct Private Investment Vehicle and any parallel funds, (ii) the identification, selection and acquisition of investments, including, without limitation, attorneys’ fees, due diligence and similar costs, travel and accommodation expenses, finders’ fees and expenses, interest expenses, brokerage commissions and fees and expenses of other investment-related service providers, (iii) the management, operation, development, improvement, financing and disposition of investments, (iv) the ongoing administration of the Direct Private Investment Vehicle (including legal, auditing, consulting, financing, accounting and other professional expenses, (v) expenses associated with the preparation of the Direct Private Investment Vehicle’s financial statements, regulatory filings (including Form D and Form PF preparation and filing expenses), tax returns and each partner’s K-1 or other equivalent report, (vi) costs of insurance and indemnity expenses, (vii) any taxes, fees and other governmental charges payable by the Direct Private Investment Vehicle, (viii) the costs and expenses of any claim, litigation, arbitration, mediation or other dispute involving the Direct Private Investment Vehicle and the amount of any judgment or settlement paid in connection therewith (subject to specific exclusions detailed in the respective Direct Private Investment Vehicle’s fund documents) (ix) the costs and expenses incurred as a result of dissolution, winding up, terminating and liquidating the Direct Private Investment Vehicle and the realization of investments and other Direct Private Investment Vehicle assets pursuant thereto, (x) all taxes, fees and other governmental charges payable by the Direct Private Investment Vehicle, expenses incidental to the transfer, servicing and accounting for the Direct Private Investment Vehicle’s cash and securities, including all charges of depositories and custodians, and all expenses incurred by LFO in its capacity as the Tax Matters Partner, (xi) investment-related travel and accommodation expenses (including in connection with visits to the relevant portfolio companies and with respect to due diligence, negotiations and ongoing monitoring of investments), (xii) all expenses incurred in the collection of amounts due to the Direct Private Investment Vehicle from any person, (xiii) all expenses incurred in relation to the registration of any investments in the name of a Direct Private Investment Vehicle’s general partner (or its nominee) or the custody of the documents of title thereto (including bank charges, insurance of documents of title against loss in shipment, transit or otherwise and charges made by agents of such general partner for retaining documents in safe custody), (xiv) the costs and expenses incurred by a Direct Private Investment Vehicle in connection with the engagement of advisors with industry, managerial or other expertise who are not employees of LAM and who are retained by the Direct Private Investment Vehicle in connection with its investment activities, (xv) principal of, interest on and fees and expenses arising out of all borrowing or hedging arrangements made by the Direct Private Investment Vehicle, (xvi) the costs and expenses of holding any meetings of Direct Private Investment Vehicle investors, and (xvii) all fees and expenses paid to any relevant investment sponsor(s) as required pursuant to any relevant underlying fund agreements. Other While LW will collaborate with the tax advisors to Clients, neither LAM nor LW provides tax advice and therefore does not charge fees for tax advice. Item 6 – Performance-Based Fees and Side-By-Side Management In general, LFO does not charge performance-based fees for investments in Lazard Vehicles. Typically, LFO or its affiliates will charge performance (e.g., carried interest) fees to its Direct Private Investment Vehicle clients. Such compensation arrangements are subject to negotiation with the investors of the Direct Private Investment Vehicles and generally entitle LFO or an affiliate to a percentage of the profits of the applicable Direct Private Investment Vehicle. Performance-based fees create an incentive for LFO to recommend investments that could be riskier or 11  more speculative than those that would be recommended under a different compensation arrangement. Such compensation arrangements also create an incentive to favor higher fee-paying Clients over other Clients in the allocation of investment opportunities. LFO has investment allocation procedures designed to allocate investment opportunities among its clients in a fair and equitable manner and to prevent this conflict from influencing the allocation of investment opportunities among clients. See “Brokerage Practices” below for a description of how LFO allocates direct private investment opportunities. Item 7 – Types of Clients As noted in Item 4, LFO offers wealth and investment advisory services primarily to sophisticated families, foundations, endowments and other select institutions, which may fit the definition of Advisory Clients. LFO also provides investment services to private pooled investment vehicles, including the funds defined herein as Lazard Vehicles. PCG specializes in providing LAM’s proprietary investment strategies and other investment services to high-net-worth clients and institutions. Clients serviced by PCG should review the LAM Brochure for important disclosures relating to their LAM investment strategies. LFO generally requires a minimum of $50 million in assets for new Advisory Clients. At our discretion, we may waive the minimum assets requirement. Details concerning the Lazard Vehicles’ minimum investment criteria are set forth in each Lazard Vehicle’s offering documents and subscription application materials. The minimum investment for Lazard Vehicle clients in marketable equity funds is $5 million and $1 million per series for the drawdown private asset funds. Additionally, the minimum investment required for Direct Private Investment Vehicles is $1 million. LFO has the authority, subject to the approval of the Lazard Vehicle’s general partner, to accept subscriptions for lesser amounts. Each Lazard Vehicle investor is required to meet certain suitability and eligibility criteria, such as being a “qualified purchaser” as defined in the 1940 Act. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss References in this Item 8 to “LW” may refer to LW, LFO or PCG, as applicable. Advisory Accounts With respect to Advisory Accounts, investment objectives are identified by assessing the Advisory Account’s time horizon, tax circumstances, cash flow needs, investment policy statement and risk tolerance, while considering reasonable investment restrictions imposed by the Client. The information provided by the Advisory Accounts will be collected during meetings, interviews and/or in questionnaires. Strategies are developed and implemented primarily through a combination of separate accounts, direct investments and Lazard Vehicles. Lazard Vehicles LW’s goal is to invest through underlying managers and, to a lesser degree, direct securities, across asset classes and geographies. Our objective is to build relatively concentrated portfolios of complementary managers that align with the risk/return parameters of the respective Client. LW strives to leverage its global network as a primary tool in sourcing potential third-party investment managers. Investment managers utilize a variety of investment strategies, which may include, but are not limited to: • Global Equity 12  • Hedge Strategies • Private Equity • Illiquid Credit • Real Estate • Natural Resources • Fixed Income • Cash A third-party investment manager and/or Portfolio Fund being considered must be thoroughly researched by our investment team and approved by a consensus of LW’s Investment Committee (as described in more detail in Item 11) and/or by relevant portfolio management personnel. Our investment approach is fundamentally driven and aided by sophisticated analytics. A proprietary model is used to develop an overall asset allocation. Initial and ongoing due diligence, including investment, legal, and operational diligence is performed to evaluate third-party managers and Portfolio Funds. We aim to invest in a manner that takes tax efficiency into account wherever possible and appropriate. Occasionally, LW may allocate assets of Clients to ancillary investments such as stocks, bonds, mutual funds, exchange traded funds, and options. Direct Private Investment Vehicles limited to, management buyouts, Our objective is to invest in companies with the intention of holding those investments for a long duration. To execute these investments, a broad range of investment types and transaction structures will be utilized, including but not leveraged recapitalizations, restructurings, consolidations, leveraged acquisitions, build-ups, pre-public offering opportunities and growth capital opportunities. These investments are intended to take the form of co-investments but may also opportunistically include controlling or influential minority investments, primarily in the United States. All investment decisions regarding the creation and management of the Direct Private Investment Vehicles will be made by LW’s Investment Committee, which meets regularly to make recommendations with respect to all direct private equity investment and divestment recommendations and decisions. Additionally, LW continuously monitors these investments, working closely with its portfolio companies and/or investment sponsors. Risk of Loss All investing involves a risk of loss that clients should be prepared to bear. There is no guarantee that LW’s efforts to identify and acquire undervalued securities or other assets will be successful, as recognizing such opportunities is a difficult task. Furthermore, these investments may not realize their perceived value for extended periods of time or may never reach their full potential or return any value to Clients at all. Accordingly, we cannot give any guarantee that it will achieve a client’s investment objectives or that clients will receive a return on their investment. Below is a summary of potentially material risks for each significant investment strategy used, the methods of analysis used, and/or the particular type of security recommended. • Selection and Monitoring of Managers and Funds – There is a risk that LW, in its selection process, may not identify appropriate external investment managers or Portfolio Funds for Client portfolios. Further, there is a risk that an external investment manager or Portfolio Fund does not meet LW’s investment expectations over time. • Dependence on External Investment Managers – Each Client’s performance will be highly 13  dependent upon the expertise and abilities of the external investment managers and/or Portfolio Funds selected or recommended by LW. External investment managers selected by LW may or may not have extensive track records. • Lack of Control – We may not have a role in the management of all or a portion of Clients’ third-party Advisory Accounts and we may not have the opportunity to evaluate in advance the specific investments made by any third-party managers. Similarly, if a Direct Private Investment Vehicle co- invests alongside another manager’s private equity fund, LW will have limited ability to direct the management of the underlying portfolio company and/or control the timing of the disposition of the investment. As a result, the rates of return to clients will primarily depend upon the choice of investments and other investment and management decisions of third-party managers, and returns could be adversely affected by the unfavorable performance of such managers. • Multiple Managers – Given that LW may allocate Client assets to multiple Portfolio Funds or accounts of external investment managers who make their trading decisions independently, it is possible that one or more of such external investment managers and Portfolio Funds may, at any time, take positions which may be opposite of positions taken by other external investment managers and Portfolio Funds. It is also possible that external investment managers and Portfolio Funds may on occasion take substantial positions in the same security or group of securities at the same time. The possible lack of diversification caused by these factors may subject a Client’s portfolio to more rapid change in value than would be the case if the Client’s portfolio were more widely diversified. • Strategy Risk – The failure or deterioration of an entire strategy may cause a Client and the Portfolio Funds that employ such strategy to suffer significant losses. • General Market and Economic Risk – Investments selected directly by LW and/or the Portfolio Funds or external investment managers selected by LW may decline in value for any number of reasons, including changes in the overall market for equity and/or debt securities, and factors pertaining to particular portfolio securities. The success of LW’s activities will also be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of LW’s investments), trade barriers, currency exchange controls, and national and international political, environmental and socio economic circumstances (including wars, pandemics, terrorist acts or security operations). • Non-U.S. Securities Risk – The investments chosen directly by LW, as well as those selected by Portfolio Funds or external investment managers appointed by LW, may be exposed to risks associated with non-U.S. securities. Securities from certain foreign countries may exhibit lower liquidity, higher volatility, and reduced governmental oversight compared to domestic securities. The valuation of these securities can be influenced by fluctuations in currency exchange rates, the application of country-specific tax regulations, alterations in government administration, sanctions programs, temporary trading suspensions or interruptions on foreign stock exchanges, and variations in economic and monetary policies. • Hedge Funds and Other Alternative Assets – Investing Clients in alternative assets managed by third-parties, such as hedge funds and other private investment funds can be: (i) highly speculative with investments in complex instruments and structures including derivatives and structured products; (ii) illiquid with limited withdrawal or redemption rights; (iii) 14  leveraged; (iv) subject to significant volatility; (v) subject to long holding periods; (vi) less transparent than public investments; (vii) subject to significant restrictions on transfers; (viii) affected by complex tax considerations; and (ix) in the case of private equity funds, affected by capital call default risk. In addition to the above, investors in these strategies will be subject to fees and expenses which will reduce profits or increase losses. • Risks Associated with Investments in Real Estate Managed by Third Parties – Clients’ investments in real estate managed by third-party entities are expected to be subject to certain risks. These risks include but are not limited to: negative shifts in general economic and local market conditions, unfavorable developments in employment, alterations in supply or demand for similar or competing properties, adverse changes in applicable taxes, governmental regulations, and interest rates, operating or development expenses and the unavailability of financing. • Limited Liquidity – Investments selected for clients may be illiquid due to transfer and redemption restrictions or for other reasons. As a result, it may be necessary for a client to hold certain investments for an indefinite period of time. All else equal, a less liquid investment may bear more risk than a liquid investment. Clients should understand that they may not be able to immediately liquidate their investment in the event of an emergency or for any other reason. • Preferred Liquidity – Certain Advisory Accounts have preferred liquidity rights in the Lazard Funds. These preferential terms may result in an extended period of time until which an investor will be able to withdraw from the Lazard Funds. A general partner may, in its discretion, waive restrictions on redemptions when it believes it is in the best interest of a given Lazard Vehicle. • Use of Leverage – It is expected that certain third-party managers and Portfolio Funds will employ leverage as part of their investment program. While leveraged investments offer the opportunity for capital appreciation, such investments involve a higher degree of risk. If an Advisory Account or Portfolio Fund cannot generate adequate cash flows to meet debt obligations, the Advisory Account or Portfolio Fund may suffer a partial or total loss of capital invested. The cumulative effect of the use of leverage by the Advisory Account and Portfolio Funds in a market that moves adversely to the investments of the entity employing the leverage could result in a loss significantly greater than if leverage were not employed. • Use of Short Selling and Derivatives – It is anticipated that certain third-party managers and Portfolio Funds will utilize short selling and derivatives as components of their investment strategy. Engaging in short selling may significantly magnify the consequences of adverse price fluctuations in some circumstances, resulting in the risk of potentially unlimited losses. This is because the price of the underlying security could rise indefinitely, thereby increasing the cost of purchasing securities to cover the short position and causing substantial losses to the investment program. The employment of derivatives, including for hedging purposes, may influence returns and volatility due to various associated risks, such as market, credit, and leverage risks. Additionally, potential illiquidity, imperfect correlations, and the uncertainty of availability or benefits for specific clients, accounts, or pooled vehicles may also impact the overall performance. • Risk Management – LW applies a risk management approach that it believes is appropriate for clients. The amount and quality of risk due diligence, measurement and monitoring is 15  dependent on access to the investments and risk management systems (if any) of third-party managers. When this information is unavailable or incorrect, estimates of risk will be made which may turn out to be inaccurate. Efforts to measure and reduce risk may not be successful. In addition, some of the third-party managers and Portfolio Funds may have little or no performance histories which are necessary for quantitative risk budgeting and scenario testing or other frameworks within which LW will attempt to manage risk. • Lack of Diversification – While LW intends to limit the impact on financial performance of poorly performing investments by investing in investments of varying types, locations and degrees of risk, there can be no assurance that such diversification will be available on terms acceptable to LW. Subject to the investment limitations of a Lazard Fund’s governing documents, a limited number of investments may be made and, as a consequence, the aggregate return and performance of the Lazard Fund may be substantially adversely affected by the unfavorable performance of even a single investment. In addition, investors have no assurance as to the degree of diversification of LW’s investments, either by geographic region or asset type. These considerations are more prevalent in the case of Direct Private Investment Vehicles which typically only make one investment - although it is anticipated that applicable Advisory Account Clients will invest in more than one private company through more than one Direct Private Investment Vehicle, and that such investments will typically form part of a larger portfolio. • Litigation and Claims – LW, its general partners and the Direct Private Investment Vehicles will be subject to the risk of litigation in connection with their ongoing business activities. There cannot be any assurance that claims and litigation will not be instituted in the future against LW, its general partners or its Direct Private Investment Vehicles. Generally, it is anticipated that investments made by LW, its general partners or its Direct Private Investment Vehicles will be structured to require indemnification for any claims or suits brought against LW, its affiliates and employees. There can be no assurance that such indemnification will be sufficient to fully cover all such liabilities and costs. Additionally, LAM may become involved in litigation. Legal disputes involving LAM could lead to reputational damage, financial consequences, or operational disruptions that may indirectly affect LW’s clients and their investments. • Cybersecurity – As the use of technology has grown, cybersecurity risks pose ongoing operational and financial threats to LW, our clients, and LAM. These risks include cyber- attacks, unauthorized access to systems, theft, loss, misuse, and improper release of confidential data. Despite efforts to reduce these risks through LAM's policies and measures, there are inherent limitations in their effectiveness, particularly as LW and its clients do not directly control the cybersecurity measures of service providers, financial intermediaries, and portfolio companies. To the extent that LAM or LW is subject to a cyber-attack or other unauthorized access is gained to its systems, LW and its clients may be subject to substantial losses in the form of theft, loss, misuse, improper release or unauthorized access to confidential or restricted data related to LAM, LW or its clients. Cyber-attacks affecting LAM, LW, or its client’s service providers holding financial, or investor data may also result in financial losses to clients, despite efforts to prevent and mitigate such risks under LAM’s policies. The loss or improper access, use, or disclosure of LW’s, LAM's or their clients' proprietary information due to a cybersecurity breach may result in financial loss, business disruption, liability to third parties, regulatory intervention, or reputational damage. Substantial costs may be incurred to prevent future cybersecurity breaches. To maintain critical functions in the event of disruptions, LAM has established business continuity and disaster recovery plans, which are regularly tested and enhanced 16  based on the results. However, LW’s ability to conduct business may still be affected by disruptions in infrastructure, technical problems, or regional issues impacting its offices and operations. There is also a risk of a cybersecurity event occurring at a third-party manager, which is beyond the control of LAM and LW, but could materially impact the client. • Business Continuity – LW’s investment activities heavily rely on various technology systems, including proprietary and third-party software, which depend on large volumes of data from both LAM and third-party sources. LAM has allocated resources to maintain its systems and evaluate the controls of third-party providers, but there remains a risk of system interruptions or inaccurate data impacting LW and its clients. As part of its business, LW processes, stores, and transmits large amounts of electronic information, including client transaction details and personally identifiable information. LAM has implemented procedures and systems to protect this information and prevent data loss and security breaches. This also applies to LW's service providers and fund service providers. However, these measures cannot guarantee absolute security, as unauthorized access techniques and potential hardware or software defects can pose threats to LW's information security. Considering these factors, LAM maintains business continuity and disaster recovery plans designed to maintain critical functions in case of disruptions, such as building outages or technical issues affecting applications, data centers, or networks. These plans are regularly tested and updated based on test results to enhance their effectiveness. Nevertheless, LW's ability to conduct business may still be affected by disruptions in the infrastructure supporting its operations and office locations, as well as potential system interruptions and data security incidents. Additionally, a material security event may occur at a third-party manager, which is beyond the control of LAM and LW but could materially impact the client. • Inflation – Some countries, including the United States, are currently and may in the future experience substantial rates of inflation, which may have negative effects on the economies and securities markets of their economies. Governmental efforts to curb inflation (such as price controls) may involve drastic economic measures affecting the level of economic activities. There can be no assurance that the relevant governments will be able to exercise effective control over inflation rates or that a high rate of inflation will not have a materially adverse effect on the Lazard Vehicle or its investments. • Banking and Counterparty Risk – LW relies upon third-party banks or other custodians to hold and safeguard client assets and provide credit facilities that may be used to pay Lazard Vehicle expenses, purchase new investments, or for leverage. While LW carefully selects and monitors its custodians, there is no guarantee that such custodians will not experience financial difficulties or otherwise fail, which could prevent LW from accessing client funds, securities, or credit facilities. LW could be required to call investor capital to pay expenses or purchase investments that otherwise would have been financed through a credit facility, or LW could be prevented from making timely distributions of investor capital in the event a banking counterparty is shut down by regulators. These events could negatively impact fund performance or result in substantial delays in the return of capital to investors. Item 9 – Disciplinary Information LW has no information to report with respect to this item. Item 10 – Other Financial Industry Activities and Affiliations 17  LW operates as a fully integrated division of LAM, functioning under its comprehensive management and organizational structure. Please see Item 11 below for more information regarding LW’s relationships with affiliates, and potential conflicts resulting from such relationships. Affiliates of LAM serve as the general partner to certain of the Lazard Vehicles. LAM has been retained by the general partners to serve as the investment adviser and/or investment manager and is responsible for the management of Lazard Vehicle assets. LAM employees may have a material investment in some or all of the Lazard Vehicles. Therefore, LAM may be considered to participate in transactions effected for those Clients. The foregoing relationships, fees and actual or potential conflicts of interest arising therefrom are disclosed in the applicable Lazard Vehicle’s offering document. LAM is a commodity pool operator and commodity trading adviser registered with the Commodity Futures Trading Commission and is a member of the National Futures Association. LAM is a subsidiary of LF&Co. (CRD# 2528) which is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). LAM has another subsidiary which is a limited-purpose broker-dealer registered with the SEC, LAM Securities LLC (“LAM Securities”) (CRD# 129119). From time to time, LF&Co or LAM Securities, or a registered broker-dealer representative of such firms, may refer prospective clients to LAM. LAM Securities acts as an introducing broker with respect to certain of LW’s clients. LAM Securities acts on behalf of these accounts pursuant to a clearing agreement entered into between LAM Securities and Pershing LLC. LAM acts as investment adviser or subadvisor to investment companies registered under the 1940 Act. In addition, LAM, together with its affiliates, serves as a general partner or investment manager to various private funds in which LW Clients may be solicited to invest. Certain personnel of LAM are also directors, trustees and/or officers of the LAM investment companies as well as other pooled investment vehicles, including hedge and private funds. LF&Co. independently offers financial advisory services to its clients. The Lazard Private Capital Advisory team at LF&Co. (“LPCA”) assists clients with, among other things, providing capital solutions in private equity, private credit, real estate and real assets-focused investment firms. LPCA may introduce LFO to potential third-party private fund managers and private funds that may be suitable for LAM’s Clients. Neither LAM nor LFO’s clients pay LPCA a fee for these introductions, but LPCA may receive referral fees from the third-party private fund managers or funds relating to such clients. LAM has investment advisory subsidiaries and affiliates in and outside of the United States. LAM also provides certain services to, and shares certain investment research with, its affiliate Lazard Frères Gestion (“LFG”) in Paris, France pursuant to a delegation and services agreement that entitles it to “Participating Affiliate” status, as further described below. In performing investment management services for certain accounts, including funds managed or advised by LAM, LAM may draw upon the resources of its investment management subsidiaries and affiliates (including LFG), including by utilizing the expertise of personnel that it shares with such affiliates for investment management, research and trading services. While performing such services, these shared personnel act as personnel of LAM and these affiliates are considered “Participating Affiliates” as described by the SEC. LAM has entered into intercompany agreements with certain of its investment advisory subsidiaries and 18  affiliates, pursuant to which LAM provides investment advice to their respective clients or pursuant to which such investment advisory subsidiaries and affiliates provide investment management, research, and trading services to LAM. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Other Conflicts of Interest Employees, including those assigned to LW, are subject to LAM’s Code of Ethics. In general, LAM personnel are prohibited from effecting transactions in securities for their own account, or for accounts in which they have an interest or control (“personal securities accounts”), within seven days before or after a client account trades in the same security (the “blackout period”), or where such securities are contemplated for purchase or sale for a client account or are the subject of an unexecuted order for a client account. In addition, personnel are prohibited from purchasing and selling or selling and purchasing securities, including shares of registered funds for which LAM serves as investment adviser or sub-adviser and any derivatives, within any 90-day period. These restrictions are subject to certain limited exemptions set forth in the Code of Ethics, which LAM’s Chief Compliance Officer or his/her designee may determine apply. For example, the blackout period and 90-day holding period do not apply to transactions in (i) open-end mutual funds that are not advised or sub-advised by LAM and (ii) non-levered broad-based ETFs and ETNs. Additionally, a de minimis exemption permits an employee, irrespective of the blackout period, to engage in an equity buy or sell transaction or series of transactions that do not exceed an aggregate transaction amount of (i) $50,000 of any security of an issuer having a market capitalization (outstanding shares multiplied by current price per share) greater than $5 billion and (ii) $25,000 of any security of an issuer having a market capitalization between $500 million and $5 billion. The de minimis exemption for fixed income securities applies to transactions which in aggregate do not exceed $25,000 face value in securities of an issuer with a market capitalization greater than $5 billion for its equity securities. All personnel must pre-clear all trades (except open-end mutual funds advised or sub-advised by a manager other than LAM, non-levered broad-based ETFs and ETNs, and certain other securities or transactions as set forth in the Code of Ethics) for personal securities accounts with compliance personnel. All personnel are prohibited from purchasing a security for a personal securities account in an initial public offering. Personnel must obtain preclearance from the Compliance department before investing in a private placement. These restrictions do not apply to trades with respect to U.S. government securities. These restrictions also do not apply to accounts in which the applicable personnel have an interest but which are subject to a discretionary investment management agreement, whether with LAM or another manager. Pursuant to LAM’s Code of Ethics, employees of LAM are required to maintain their accounts at an approved firm or obtain permission from LAM’s Chief Compliance Officer or his/her designee to maintain an account at another firm. All personnel must report most personal securities transactions and holdings periodically and certify on an annual basis that they have read and understood the Code of Ethics and have disclosed all personal securities transactions required pursuant to the Code of Ethics. LAM will provide a copy of its Code of Ethics to any client or prospective client upon request. Personnel may be from time to time able to invest in certain pooled vehicles for which LAM or a related person acts as investment adviser. In addition, LAM manages certain accounts on behalf of its personnel pursuant to a discretionary investment management agreement. Personnel often pay no advisory fees with respect to such accounts or pay lower advisory fees than are offered to non-personnel with respect to the investment strategies employed by such accounts. These investment vehicles and accounts are treated as discretionary clients and are not subject to the personal trading restrictions described above. In addition, orders for such investment vehicles and accounts will generally be aggregated with orders for other client accounts for purposes of trade execution (see Item 12). 19  Employees of LAM and its affiliates from time to time may purchase, sell, or hold positions in securities recommended to clients, including purchasing securities that are being sold for clients and vice versa and may purchase, sell or hold positions in LAM’s proprietary investment products, including hedge funds, in which other LAM clients also invest. All LAM employees are required to comply with the Code of Ethics that requires pre-clearance of all securities transactions, subject to certain exemptions as described above. Employee securities transactions are reviewed by members of the Legal and Compliance department to determine consistency with the provisions of the Code of Ethics and avoid potential conflicts of interest. LW from time to time recommends to certain clients that they purchase LAM Sponsored Funds. LW’s recommendation of such funds creates a potential conflict of interest in that LAM or an affiliate receives a management fee in connection with the management of such funds and the management fee for LAM Sponsored Fund is not negotiable while management fees for investments in other pooled vehicles are negotiable. Therefore, LW faces a potential conflict of interest in that it has an incentive to recommend a LAM Sponsored Fund investment over another vehicle that generates a lower fee for LAM. To mitigate these conflicts, LW employees must act in the best interests of clients and in accordance with LW’s fiduciary obligations to clients. By virtue of entering into a subscription agreement, investors consent to the Lazard Vehicles' governing document provisions regarding entering into principal transactions and cross transactions. Such consent may be revoked by investors. Where a Lazard Vehicle seeks to enter into principal transactions and cross transactions, LW will comply with the requirements of Section 206(3) of the Advisers Act and the rules thereunder, to the extent applicable, by appointing one or more third parties unaffiliated with the general partner, LW, and their affiliates (the "Independent Client Representative") to review and approve on behalf of the Lazard Vehicle, to the extent required by Section 206(3) of the Advisers Act, such principal transactions and cross transactions. Appointment of the Independent Client Representative will be in the investment manager's sole and absolute discretion. LFO’s Investment Committee is comprised of senior investment and non-investment professionals who collaborate on LFO’s various strategic initiatives. Certain Investment Committee members are, (or may be in the future), Advisory Clients or owners of LFO. This practice presents a conflict of interest as certain Advisory Clients may have additional transparency into the timing and details of investments. LFO believes that it has implemented policies and procedures to mitigate this conflict. For example, LFO's allocation procedures seek to allocate investment opportunities among clients in the fairest possible way taking into account clients’ best interests. LFO will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any Client, Lazard Vehicle or group of clients. LFO provides services to Advisory Clients pursuant to individually negotiated investment management agreements, which may obligate LFO to provide different types of non-investment services to different Advisory Clients. Additionally, certain Advisory Clients have given LFO personnel powers of attorney to take certain discretionary acts on their behalf or on behalf of their estate. Despite such individualized arrangements, when we are providing fiduciary investment services, the goal of our processes is to act in good faith and treat all Clients in a fair and equitable manner. LW’s clients or prospective clients may request a copy of LAM’s Code of Ethics by contacting LAM’s General Counsel at (212) 632-6000. Item 12 – Brokerage Practices References in this Item 12 to “LW” may refer to LW, LFO or PCG, as applicable. 20  Ordinarily, Clients will invest with third-party managers and in Portfolio Funds directly and without the involvement of any financial intermediary such as a broker-dealer. As such, commissions are not ordinarily directly payable in connection with such investments. However, LFO may, on occasion, recommend the purchase or sale of securities for Clients which will involve the services of an affiliated or unaffiliated broker-dealer. To the limited extent that LFO engages in transactions other than investments in third-party managers and Portfolio Funds, LFO has authority for the Lazard Vehicles and certain Advisory Accounts to determine and/or recommend the financial intermediaries to be used in connection with such transactions. In making its decisions regarding the allocation of brokerage transactions, LFO seeks to obtain best execution, taking into account the following factors: (i) the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected (such as prompt and accurate confirmation and delivery), taking into account the size of the order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker-dealer; and (iv) the competitiveness of commission rates in comparison with other broker-dealers satisfying LFO’s other selection criteria. Additionally, as a wholly owned division of LAM, LFO may aggregate trades and execute transactions in publicly traded securities through LAM’s trading desk. Given LFO generally invests with third-party managers, in Portfolio Funds directly and/or privately negotiated transactions, LFO anticipates that the use of LAM’s trade desk will be rare. For more information, regarding LAM’s brokerage practices, please refer to LAM’s Form ADV Part 2A Item 12. LFO does not receive research or other products or services from a broker-dealer in connection with Clients’ securities transactions. Although LFO generally seeks competitive commission rates and commission equivalents, it may not necessarily pay the lowest commission or equivalent. Transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions and equivalents than would be the case for more routine services. Those Clients (e.g., non-discretionary Advisory Accounts) who direct that we use particular brokers will be advised that such a direction of brokerage may result in their receiving less favorable execution in certain transactions, or in paying higher transaction costs. Although it is the Firm’s policy to always seek best execution for Client trades, in such a directed brokerage arrangement, the Firm may not be free to seek the best price and execution by placing transactions with other brokers. Accordingly, Clients should consider whether a directed brokerage arrangement may result in disadvantages to the Client that are not outweighed by the value of custodial and other services provided by that broker. LW may recommend that Advisory Accounts establish a brokerage account(s) with a qualified, unaffiliated custodian for custody and brokerage services (the “Designated Custodian”). Although LW may recommend that Advisory Accounts establish accounts at the Designated Custodian, it is the Client’s decision to custody assets at the Designated Custodian. LW may have the authority to use broker-dealers other than the Designated Custodian to execute trades for Client accounts maintained at the Designated Custodian, but this practice may result in additional costs to Clients. As such, LW is more likely to place trades through the Designated Custodian rather than other broker-dealers. The Designated Custodian’s fee schedules may be higher, but not significantly so, than those available from other brokers for similar services. For Advisory Accounts custodied at the Designated Custodian, the Designated Custodian generally does not charge separately for custody but is compensated by account holders through transaction- related fees for securities trades that are executed through the Designated Custodian or that settle into the Designated Custodian accounts. Advisory Accounts with assets custodied outside of the Designated Custodian may pay higher fees and charges for transactions and may not get the most favorable execution for their transactions. LW does not maintain a formal soft dollar arrangement with the Designated Custodian or other brokers. The Designated Custodian provides LW with access to its institutional trading services not typically available to the Designated Custodian’s retail customers. To mitigate potential conflicts, LW conducts a 21  periodic best execution review that includes an assessment of the pricing and services received from the preferred custodian. LW may receive products or services from the Designated Custodian that, to the best of LW’s knowledge, are of the type that are generally made available to all of the Designated Custodian’s institutional clients. Products and services provided to LW by the Designated Custodian may include, without limitation, data feeds, special execution capabilities, clearance, settlement, online pricing, willingness to execute related or unrelated difficult transactions in the future, online access to computerized data regarding clients’ accounts, efficiency of execution and error resolution, quotation services, custody, recordkeeping, proprietary or third- party research and similar services. These products and services are made available to LW on an unsolicited basis and without regard to transaction costs charged or paid by Advisory Accounts or the volume of business LW directs to the Designated Custodian. However, with respect to those products and services provided by the Designated Custodian, LW may not receive each of the products and services if Advisory Accounts were not held at the Designated Custodian. The above products and services may benefit LW and many, but not necessarily all, of its Advisory Accounts. LW may have a conflict and incentive to select or recommend the Designated Custodian based on its interest in receiving products and services as disclosed above. Further, if LW receives research or other products or services as a result of doing business with the Designated Custodian, LW may receive a benefit because it does not have to produce or pay for the research, products, or services. To mitigate (potential) risks and conflicts associated with trading, LW has implemented written compliance policies and procedures, including a policy to seek best execution for Clients’ securities transactions. Further, LW periodically assesses the quality of research, products, and services received from broker-dealers and the Designated Custodian. As previously disclosed, LFO invests Client assets primarily with third-party managers, Portfolio Funds and/or privately negotiated equity investments. Should LFO engage in public securities transactions for the same security on behalf of more than one Client, orders may be aggregated (i.e., blocked or bunched) in instances that LFO believes it is in the best interests of all participating Clients. As noted above, as a wholly owned division of LAM, LW may aggregate trades and execute transactions in publicly traded securities through LAM’s trading desk in an effort to achieve best execution for all participating Clients. Instances in which the Lazard Vehicles’ securities orders will not be aggregated include, but are not limited to, the following: tax, legal, regulatory, cash availability, or other administrative reasons. Should an Advisory Account engage in a securities transaction, LW does not anticipate such order(s) will be aggregated with other Clients’ orders. Advisory Accounts receive individualized advice and non- discretionary Advisory Accounts ultimately decide their investments and the timing of transactions. The primary cost associated with not aggregating is that Clients may receive differing execution prices for securities transactions. LW’s allocation procedures seek to allocate investment opportunities among Clients in the fairest possible way taking into account Clients’ best interests. LW will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any Client, Vehicle or group of Clients or Lazard Vehicles. With regard to allocating direct private investment opportunities, LW’s policy reflects the fact that only a subset of Advisory Account Clients has engaged LW to recommend or make direct private equity investments on their behalf. For any Advisory Account Clients in which LW has been granted investment discretion, LW may make private equity investments on their behalf if deemed appropriate. For the remainder of its Advisory Account Clients, LW, may only evaluate and recommend potential private equity investments to such Clients, but again only when it is appropriate. It is then up to such Clients to decide whether to proceed with such an investment, and if so, how much capital to allocate to such an investment. Due to the finite nature of most private equity investment opportunities, it is possible that Client demand will either exceed or fail to meet the proposed supply of any given investment opportunity. This could 22  present investment allocation challenges, which LW attempts to resolve by way of the following process. • LW will determine the Clients to whom it will offer the opportunity, and the relative amounts offered to each such Client, taking into account such factors as LW determines appropriate based on the relevant facts and circumstances, which may include one or more of the following: (i) whether any Client helped identify or brought the opportunity to LW’s attention and any conditions/restrictions such Client may impose upon LW’s ability to offer the opportunity to other Clients; (ii) the ability of a Client to commit to invest in a short period of time, in light of the timing constraints applicable to such investment; (iii) the ability of a Client to commit to a significant portion of such opportunity; (iv) whether a Client provides strategic value in respect of such investment, such as by having relevant experience in the sector or existing relationships with management or other relevant parties; (v) the size of a Client’s capital available for deployment (vi) whether and to what extent a Client has accepted prior direct private equity opportunities offered to it; or (vii) such other factors as LW deems relevant, which may include subjective determinations such as working relationships and strategic benefits to LW or to LW’s other Clients. • In the event that certain Client(s) elect not to make a direct private equity investment that is offered to them, LW may elect to offer the remaining balance of such investment to those Clients that are participating in the investment in accordance with the allocation principles set out above. • In the event that actual or anticipated Client demand for a private equity opportunity does not meet the proposed supply of the investment opportunity, LW may elect to allocate the opportunity or the balance thereof to itself and/or another affiliate of itself. Given the potential conflicts of interest inherent in such non-Client allocations, LW will only make them when it has determined that there is not or there is unlikely to be sufficient Client demand for all or part of the opportunity in question. Item 13 – Review of Accounts The composition of Client accounts is monitored on a regular basis by the senior investment professionals of LW. Typically, reviews are conducted quarterly, and most often include a review of the performance of the investments in the portfolio, diversification of the assets, exposures to market and other risks. Such reviews may be performed on an ad hoc basis under unusual market circumstances or Client directives. Advisory Accounts receive a written asset allocation report no less frequently than quarterly. In addition, LW furnishes each investor in the Lazard Vehicles with: (1) annual audited financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) and (2) monthly/quarterly statements which include net asset value of the investor’s interest in the relevant Vehicle. Item 14 – Client Referrals and Other Compensation LW does not directly or indirectly compensate any person, who is not an LW supervised person, for Client referrals. A component of certain LW supervised persons’ compensation may vary and/or be tied to types of services and private funds solicited or recommended. Such arrangements may create incentives to favor certain products or services over others. LAM’s policy is to act in a fair and reasonable manner with respect to clients and investors and to observe our fiduciary duty to act in the best interest of our clients. 23  Item 15 – Custody When applicable, Client assets are held in custody by unaffiliated broker/dealers or banks. However, LFO meets the Advisers Act definition of having custody over certain Client accounts. For example, LFO or its affiliates are general partners or managers of the Lazard Vehicles and are deemed to have custody of the vehicles. Additionally, LFO is deemed to have custody over the Direct Private Investment Vehicles. To comply with the Advisers Act custody rule (i.e., Rule 206(4)-2) (the “Custody Rule”) and to provide meaningful protection to investors, the Lazard Vehicles and Direct Private Investment Vehicles are subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB). The audited financial statements are prepared in accordance with generally accepted accounting principles (GAAP) and are distributed to investors within 120 or 180 days of a LAM’s fiscal year end, depending on the relevant vehicle structure. With respect to Advisory Accounts, LFO may access certain Clients’ funds through our ability to debit advisory fees. In these cases, LFO is considered to have custody of Client assets under the Custody Rule. Account custodians send statements directly to the account owners and Clients should carefully review these statements, comparing them to any account information provided by LFO. For certain Clients, LFO itself or its related persons has been appointed as a general power of attorney to its Advisory Account Clients and, as such, LW is deemed to have custody. To comply with the Custody Rule in these instances, the Firm has arranged for an annual surprise examination by an independent public accountant to verify Client assets. Finally, LFO is deemed to have custody under the Custody Rule of certain Advisory Account Client assets as a result of standing letters of authorization in place from such clients that allow LFO to direct the client’s custodian to send client funds based on the standing letters of authorization. Account custodians send statements directly to these Clients, who should carefully review these statements, comparing them to any account information provided by LFO. Item 16 – Investment Discretion LW has discretion and authority to manage and direct the investment of capital for several of its Clients. This authority is provided to LW through an investment advisory agreement signed by the Client. Any limitations on LW’s discretionary authority are included in investment advisory agreements, Vehicle offering documents, investor side letters, and/or the Firm’s internal compliance policies and procedures. Some Advisory Accounts have an agreement for LFO to provide advisory services on a non-discretionary or consulting basis. In a non-discretionary relationship, LW typically leads the investment decision-making process with the Client as final decision maker. Item 17 –Voting Client Securities LFO’s third-party managers are expected to vote the majority of LFO’s Clients’ proxies, with each third- party manager voting in accordance with its voting policies. However, LFO may vote proxies in certain limited circumstances, such as, for example, where individual securities are held in an Advisory Account or Lazard Vehicle and are not subject to a third-party manager’s investment discretion. For Advisory Accounts, any Client’s authorization for LFO to vote proxies must be in writing. Advisory Clients who have not provided such authorization to LFO should contact their third-party managers and/or custodian(s) with questions about receiving proxies and the process for voting on such proxies. Where LFO has authority to vote proxies, it implements voting decisions using Broadridge’s ProxyEdge®, an automatic electronic 24  interface. In circumstances where LFO votes a proxy ballot, LFO’s policy is to vote in the interest of maximizing value for its clients in accordance with LAM's Global Proxy Voting Policy. To that end, LFO will vote in a way that it believes, consistent with its fiduciary duty, will cause the security to increase the most or decline the least in value. Consideration will be given to both the short- and long-term implications of the proposal to be voted on when considering the optimal vote. Clients may not direct LFO to vote proxies in a particular solicitation. At present, LFO has not identified any conflicts of interest between our Clients’ interests and our own within our proxy voting process. Nevertheless, if we determine that LFO encounters a material conflict of interest in voting Client proxies, our procedures provide for LAM’s legal and compliance team to convene and to determine the appropriate vote. LAM’s Global Proxy Voting Policy is available for your review. Clients may also request the proxy voting history for their Advisory Accounts. Please contact LFO if you have any questions or if you would like to review either of these documents. Separate from proxy voting, certain investments in third-party private funds and direct private investments may entail associated voting rights, which LFO may be required to vote if held by a Vehicle, or if contractually required to do so if held by a Advisory Account. Although these voting rights are not proxies per se, they may still need to be voted in order to maximize the value of the Client’s underlying investment. If so, LFO will seek to exercise such voting rights so as to maximize such value. In addition, if “Class Action” documents are received by LFO on behalf of Clients, LFO and/or the general partner will ensure that Clients either participate in, or opt out of, any class action settlements received. LFO will determine if it is in the best interest of Clients to recover monies from a class action. The investment team member covering the company will determine the action to be taken when receiving class action notices. In the event that LFO opts out of a class action settlement, LFO will maintain documentation of any cost/benefit analysis to support its decision. Item 18 – Financial Information LW has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. 25  Privacy Notice WHAT DOES LAZARD DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. U.S. federal law gives our clients the right to limit some but not all sharing. U.S. federal and other applicable law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. We do not disclose nonpublic personal information about our clients or former clients to third parties other than as described below. Personal information we collect. We collect personal information about you in connection with our providing advisory services to you. The legal basis for our collection of your personal information is our contract with you and our legitimate business interest to provide contractual services to you. The collection of this information is necessary for us to be able to provide advisory services to you and the failure to provide such information will result in our inability to provide our services. This information includes your social security number (for U.S. persons) and may include other information such as your: • • • • • Assets and income; Investment experience; Transaction history; Credit history; and Wire transfer instructions. How we collect this information. We collect this information from you through various means. For example, when you give us your contact information, enter into an investment advisory contract with us, buy securities (i.e., interests in a fund) from us, direct us to buy or sell securities for your account, tell us where to send money, or make a wire transfer. We also may collect your personal information from other sources, such as our affiliates3 or other non-affiliated companies (such as credit bureaus). How we use this information. All financial companies need to share customers’ personal information to run their everyday business, and we use the personal information we collect from you for our everyday business purposes. These purposes may include for example: • • • • • To provide advisory services to you; To open an account for you; To process a transaction for your account; To market products and services to you; and/or To respond to court orders and legal investigations. If you are an investor located within a European Union country, please note that personal information may be collected, shared and/or stored outside of the European Union. 3 Our affiliates are companies related to us by common ownership or control and can include both financial and nonfinancial companies. Non-affiliates are companies not related to us by common ownership or control and can include both financial and nonfinancial companies. 26  Disclosure to others. We may provide your personal information to our affiliates and to firms that assist us in servicing your account and have a need for such information, such as a broker, counterparty, fund administrator or third-party service provider that aggregates data in a central repository for access by a broker, counterparty or fund administrator to provide its services. We may also disclose such information to service providers and financial institutions with which we have a formal agreement to provide services relating to our arrangements with you. We require third party service providers and financial institutions with which we have a formal agreement to provide services relating to our arrangements with you to protect the confidentiality of your information and to use the information only for the purposes for which we disclose the information to them. These sharing practices are consistent with applicable privacy and related laws, and in general, you may not limit our use of your personal information for these purposes under such laws. We note that the U.S. federal privacy laws only give you the right to limit the certain types of information sharing that we do not engage in (e.g., sharing with our affiliates certain information relating to your transaction history or creditworthiness for their use in marketing to you, or sharing any personal information with non-affiliates for them to market to you). We may also share your personal information with non-affiliates (such as a government agency or regulatory authority) as required by applicable law. How we protect your personal information. To protect your personal information from unauthorized access and use, we use security measures that comply with applicable law. These measures include computer safeguards and secured files and buildings. How long we keep your personal information. We retain your personal information for the duration of your advisory relationship with us and for a period of time thereafter as required by applicable law. Your rights with respect to this information. If you are an investor located within a European Union country, you have the following rights with respect to your personal information: • The right to request and obtain a copy of your personal information that we maintain; • The right to correct your personal information that we maintain; • The right to request the erasure of your personal information from our systems, subject to applicable recordkeeping requirements applicable to us; and • The right to lodge a complaint with a supervisory authority. Who is providing this Privacy Notice. This Privacy Notice relates to the following entities: • Lazard Asset Management LLC • Lazard Asset Management (Canada), Inc.4 • Lazard Asset Management Securities LLC Who to contact with questions. If you have any questions about this Privacy Notice, please call (800) 823-6300 or visit our website at http://www.lazardassetmanagement.com. 4 Lazard Asset Management (Canada), Inc. does not disclose any non-public personal information about its customers to any third party, except as permitted by or required by any applicable law, including the laws of the United States and Canada. 27