#70153481v11 NY - Lazard Funds Audit Committee Ch

AUDIT COMMITTEE CHARTER The Lazard Funds, Inc. Lazard Retirement Series, Inc. Lazard World Dividend & Income Fund, Inc. Lazard Global Total Return and Income Fund, Inc. 1. Audit Committee Membership and Qualifications. (a) The Audit Committee shall consist of at least three members appointed by each Fund's Board of Directors (the "Board"). The Board may replace members of the Audit Committee for any reason. (b) No member of the Audit Committee shall be an "interested person" of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor shall any member receive any compensation from the Fund except compensation for service as a member of the Board or a committee of the Board. For Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc. ("Closed-End Funds"), each member must otherwise be "independent" under the rules of the New York Stock Exchange, Inc. (the "NYSE") and the rules adopted under Section 301 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"). (c) Each member of the Audit Committee must be "financially literate" (or shall become so within a reasonable time after appointment to the Audit Committee), and one member must have "accounting or related financial management expertise," as determined by the Fund's Board in its business judgment. (d) The Board also must determine whether any member of the Audit Committee is an "audit committee financial ...