WTR.L Regulatory News (WTR)

For immediate release on 26 August 2016

Lazard World Trust Fund

(the 'Company')

Tender Offer for up to 10 per cent. of the issued Share Capital of the Company and proposed amendments to the Investment Management Agreement to adopt the New Benchmark Index

Publication of Circular

Introduction

Further to the Company's announcement on 29 June 2016, a circular seeking Shareholder approval of: (i) a Tender Offer for up to 10 per cent. of the issued Share Capital of the Company; and (ii) an amendment to the Investment Management Agreement with Lazard Asset Management LLC to reflect the change in the benchmark index from the MSCI All Country World Index to the MSCI All Country World Index (ex US), together with a Notice of Extraordinary General Meeting to be held at 11.30 a.m. on 20 September 2016 (the 'Circular') will today be posted to Shareholders.

The Chairman's Letter and the expected timetable of principal events, as contained in the Circular, is set out below.

A copy of the Circular will be available shortly through the National Storage Mechanism.

Terms used and not defined in this announcement bear the meaning given to them in the Circular.

Chairman's Letter

" Dear Shareholder or DI Holder

Tender Offer for up to 10 per cent. of the issued Share Capital and cancellation of Shares repurchased pursuant to the Tender Offer and proposed amendments to the Investment Management Agreement to adopt the New Benchmark Index

INTRODUCTION

As announced on 29 June 2016, the Company is seeking Shareholder approval in order to implement

a tender offer for up to 10 per cent. of the Shares in issue (excluding Shares currently held in treasury). The Tender Offer will be made at a tender price calculated in accordance with paragraph 1.2 of the terms and conditions of the Tender Offer set out in Part 2 of this Circular, which, in summary, is a 2 per cent. discount to Net Asset Value per Share less the costs and expenses of the Tender Offer (including portfolio realisation costs). In addition, the Company is seeking the approval of Shareholders to cancel all Shares repurchased pursuant to the Tender Offer and to amend the Articles accordingly.

Separately, following representations from certain Shareholders, the Company is changing its performance benchmark index from the MSCI All Country World Index (the "Current Benchmark Index") to the MSCI All Country World Index (ex US) (the "New Benchmark Index"). It is proposed that the performance fee arrangements contained in the Investment Management Agreement with Lazard Asset Management LLC (the "Investment Manager") be amended to reflect this change so that any out-performance will only be rewarded by reference to the New Benchmark Index. These amendments are more particularly described below and in paragraph 4 of Part 4 of this Circular. Under the Listing Rules, the Investment Manager is considered to be a related party of the Company and so any amendment to the Investment Management Agreement, to which the Investment Manager and the Company are parties, is considered to be a related party transaction. Accordingly the proposed amendments to the Investment Management Agreement are subject to Shareholder approval at the Extraordinary General Meeting.

The purpose of this Circular is to provide you with details of the Proposals, how Shareholders can tender their Shares for purchase if they wish to do so and to set out the reasons why the Directors are recommending that you vote in favour of the Resolutions at the Extraordinary General Meeting, notice of which is set out at the end of this Circular.

THE TENDER OFFER

The Company conducted tender offers in 2013 and 2014, having obtained the required Shareholder approvals. While no tender offer was put forward in 2015, the Board is now seeking the necessary Shareholder approval to implement a tender offer for up to 10 per cent. of the Shares in issue (excluding Shares held in treasury) on the Record Date.

This Tender Offer is designed to give those Qualifying Shareholders who wish to realise a portion of their holding of Shares the opportunity to do so. The Tender Price will be calculated in accordance with paragraph 1.2 of the terms and conditions of the Tender Offer set out in Part 2 of this Circular and, in summary, will be a 2 per cent. discount to Net Asset Value per Share as at close of business on Monday, 26 September 2016 (or close of business on Friday, 21 October 2016 if the Extraordinary General Meeting is not quorate and the Resolution is approved at the Reconvened EGM) less the costs and expenses of the Tender Offer (including portfolio realisation costs). The Record Date for the Tender Offer is close of business on Tuesday, 20 September 2016.

The Tender Offer will be conditional, inter alia, upon Shareholders approving the Tender Offer Resolution and the Company having sufficient reserves to effect the Tender Offer at the relevant time.

All Shares tendered pursuant to the Tender Offer will be cancelled upon repurchase by the Company.

The Board has proposed the Tender Offer Resolution at the EGM which, if passed, will provide the Board with authority to repurchase Shares in order to implement the Tender Offer and to cancel such Shares upon repurchase and record the corresponding reduction of Share Capital in the Articles.

Key points of the Tender Offer

The key points of the Tender Offer are as follows:

· the Tender Offer is for up to 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at the Record Date;

· Qualifying Shareholders on the Register (or Qualifying DI Holders on the DI Register) on the Record Date will be able to tender none, some or all of their Shares within the overall limit of the Tender Offer (but tenders in excess of a Shareholder's Basic Entitlement will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement or do not tender any Shares);

· the Tender Price will be calculated in accordance with paragraph 1.2 of the terms and conditions of the Tender Offer in Part 2 of this Circular and, in summary, will be a price per Share which represents 98 per cent. of the latest published unaudited Net Asset Value per Share as at close of business on Monday, 26 September 2016 (or close of business on Friday, 21 October 2016 if the Extraordinary General Meeting is not quorate and the Tender Offer Resolution is approved at the Reconvened EGM) less the costs and expenses of the Tender Offer (including portfolio realisation costs);

· continuing Shareholders should receive a small uplift to their NAV per Share as the Tender Price is being calculated at a discount to the Net Asset Value per Share;

· the Tender Price will be paid to Shareholders in Sterling; and

· any Shares tendered will be cancelled.

The Tender Offer is conditional, inter alia, upon: (i) the Tender Offer Resolution being passed at the

EGM (or, if necessary, the Reconvened EGM); (ii) the Company having sufficient reserves to effect the

Tender Offer at the relevant time; and (iii) valid tenders being received in respect of at least 5 per

cent. of the Company's issued Shares (excluding Shares held in treasury) as at 1.00 p.m. on Tuesday,

27 September 2016.

Options for Shareholders

Shareholders on the Register on the Record Date only can choose:

· to continue their full investment in the Company; or

· save for Restricted Shareholders, to tender none, some or all of their Shares for purchase and to receive cash in consideration of such purchase (subject to the scaling back of tenders in excess of the Basic Entitlement or otherwise in accordance with the terms of the Tender Offer).

Shareholders on the Register on the Record Date only (other than Restricted Shareholders) will be

entitled to have up to 10 per cent. of their respective holdings purchased under the Tender Offer.

Such Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on

a pro rata basis, to the extent that other Shareholders tender less than their Basic Entitlement or do

not tender any Shares.

Further details of the Tender Offer

Qualifying Shareholders on the Register on the Record Date are invited to tender for sale some or all (subject to the overall limits of the Tender Offer) of their Shares to the Company who will purchase at the Tender Price the Shares validly tendered (subject to the overall limits of the Tender Offer).

The Tender Offer is subject to certain conditions, and may be terminated in certain circumstances as set out in paragraphs 2 and 8 of Part 2 of this Circular.

Shareholders' attention is drawn to Part 2 of this Circular and to the Tender Form which together constitute the terms and conditions of the Tender Offer.

Details of how Shareholders will be able to tender Shares can be found in paragraph 3 of Part 2 of this Circular.

Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Shareholders who are in any doubt as to the contents of this Circular or as to the action to be

taken should immediately consult their stockbroker, bank manager, solicitor, accountant or

other independent professional adviser authorised under the Financial Services and Markets

Act 2000 or seek advice from another appropriately authorised independent financial adviser if

you are outside the United Kingdom.

EXPENSES

The costs and expenses relating to the Tender Offer (excluding portfolio realisation costs), assuming the Tender Offer is fully subscribed, are expected to be approximately £105,000. Together with the portfolio realisation costs necessary to realise cash to fund the purchase of the Shares tendered, these costs will be borne entirely by tendering Shareholders, which will be reflected in the Tender Price.

RESTRICTED SHAREHOLDERS AND OTHER OVERSEAS SHAREHOLDERS

The attention of Restricted Shareholders and Overseas Shareholders is drawn to paragraph 10 of Part 2. The Tender Offer is not being made to Shareholders who are resident, or otherwise located, in, or citizens of, Restricted Territories. Restricted Shareholders are being excluded from the Tender Offer to avoid infringing applicable local laws and regulations relating to the implementation of the Tender Offer. Accordingly, copies of this Circular, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed in or into Restricted Territories.

It is the responsibility of all Overseas Shareholders (including, without limitation, U.S. Shareholders) to satisfy themselves as to the observance of any legal or regulatory requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

TAXATION

Shareholders who sell their Shares in the Tender Offer (including where represented by Depository Interests) may, depending on their individual circumstances, incur a liability to taxation.

The attention of Shareholders is drawn to Part 3 of this Circular which sets out a general guide to certain taxation aspects related to the Tender Offer, including and without limitation, current UK law and HMRC published practice and current U.S. law. Such guide is a summary only and is not intended to serve as tax advice.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK or the U.S. should consult an appropriate professional adviser.

ADOPTION OF THE NEW BENCHMARK INDEX

Since 2010 the Company has measured its performance by reference to the Current Benchmark Index. However, despite the fact that the Company has historically favoured investments in emerging markets, a significant component of the Current Benchmark Index relates to the U.S. In recognition of this, the Company adopted the New Benchmark Index as a reference benchmark only in 2014, but now the Board is proposing, following discussions with Shareholders, to adopt the New Benchmark Index as the benchmark against which its performance is measured, for the current and future financial years. It is anticipated that the change to the New Benchmark Index will provide a more accurate reflection of the Company's performance on a comparative basis.

The Company is not managed with the intention of having a close correlation to a benchmark and so the adoption of the New Benchmark Index is not expected to result in any material change to the Company's investment approach. There will continue to be no geographic restrictions within the Company's investment policy and the Investment Manager will continue to be free to invest in the U.S. market where considered appropriate and in accordance with the Company's investment policy although it is not expected that U.S. investments will usually exceed 20 per cent. of the Company's gross assets. Notwithstanding the adoption of the New Benchmark Index as the reference benchmark for performance, the Current Benchmark Index will continue to be disclosed as a reference benchmark only.

The Board is proposing that the adoption of the New Benchmark Index be reflected in the Amended and Restated Investment Management Agreement and that the New Benchmark Index be used (in place of the Current Benchmark Index) in the calculation of the performance fee due to the Investment Manager in respect of the current financial year and in the future. Under the Listing Rules, when a listed company and a related party enter into a transaction or arrangement, there is a requirement to obtain shareholder approval for that transaction in advance. The Investment Manager is a related party of the Company pursuant to the Listing Rules and so any amendment to the Investment Management Agreement, to which the Investment Manager and the Company are party, is considered to be a related party transaction (the "Related Party Transaction") and is, therefore, subject to the passing of a resolution which will form part of the Proposals put forward at the Extraordinary General Meeting (the "Related Party Transaction Resolution"). The Related Party Transaction Resolution will be proposed as an ordinary resolution and will require the approval of more than 50 per cent. of the votes cast in respect of it in order to be passed. The Investment Manager will not vote on the Related Party Transaction Resolution at the Extraordinary General Meeting and has undertaken to take all reasonable steps to ensure that its "associates" (as such term is defined in the Listing Rules) shall not vote on the Related Party Transaction.

Subject to Shareholder approval of the Related Party Transaction Resolution at the Extraordinary General Meeting, the Amended and Restated Investment Management Agreement will reflect that the New Benchmark Index shall be the reference benchmark in calculating performance fees commencing on 1 April 2016. In addition, certain other non-material amendments have been incorporated into the Amended and Restated Investment Management Agreement in order to give effect to changes in applicable law and regulation. It is proposed that the Amended and Restated Investment Management Agreement be entered into as of the date of this Circular (being 26 August 2016), conditional upon the Related Party Transaction Resolution being passed at the Extraordinary General Meeting. Details of the terms of the Amended and Restated Investment Management Agreement are set out in paragraph 4 of Part 4 of this Circular.

EXTRAORDINARY GENERAL MEETING

The Tender Offer is conditional upon the approval by Shareholders of the Tender Offer Resolution to be proposed at the Extraordinary General Meeting (of, if necessary, the Reconvened EGM).

The proposed amendments to the Investment Management Agreement are conditional on the approval by Shareholders of the Related Party Transaction Resolution.

All Shareholders are entitled to attend and vote at the Extraordinary General Meeting. In accordance with the Articles, all Shareholders present in person or by proxy shall have one vote in respect of every Share held. The Tender Offer Resolution to be proposed at the EGM requires the holders of 50 per cent. of the issued Share Capital to be present (by person or by proxy) for the EGM to be quorate to consider such Resolution and a majority of two-thirds of the votes validly cast must be in favour in order for the Resolution to be passed (with abstentions, invalid and blank votes not being taken into account). There is no quorum requirement in respect of the Related Party Transaction Resolution, which may be passed by a simple majority of the votes cast.

In the event that the Extraordinary General Meeting is not quorate for the purposes of passing the Tender Offer Resolution, a Reconvened EGM will be convened by the Board by way of separate notices published in accordance with Luxembourg law at which no quorum will be applicable. At the Reconvened EGM, the Tender Offer Resolution will be passed if voted in favour by a two-thirds majority of the votes validly cast, with abstentions, invalid and blank votes not being taken into account.

The formal notice convening the Extraordinary General Meeting is set out on pages 35 to 37 of this Circular.

ACTION TO BE TAKEN BY SHAREHOLDERS

Tender Offer

Qualifying Shareholders who wish to participate in the Tender Offer should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post or by hand (during normal business hours only) to State Street Bank Luxembourg S.C.A. (for the attention of the Domiciliary Department) at 49, avenue J.F. Kennedy, L-1855 Luxembourg to arrive as soon as possible and in any event by no later than 1.00 p.m. on Tuesday, 27 September 2016.

Shares held in uncertificated form through Euroclear and/or Clearstream

Euroclear

Shareholders who hold their Shares through Euroclear will be notified of the terms of the Tender Offer by Euroclear Bank S.A. as system administrator and should remit their instructions to Euroclear Bank S.A. in the notified manner. The acceptances from Shareholders of Shares representing their Basic Entitlement and, if applicable, Shares in excess of their Basic Entitlement, in Euroclear shall constitute irrevocable instructions to Euroclear Bank S.A. to block any attempt to transfer the Shares tendered, so that on or prior to the Settlement Date no transfer of such Shares may be effected (other than to the Company on the date on which the Tender Offer has been declared unconditional and the Shares have been accepted for purchase) and to debit the securities account in which such Shares are held on the Settlement Date in respect of the Shares tendered and accepted for purchase by the Company, against payment of the Tender Price in accordance with the terms of the Tender Offer. Shares not accepted for purchase by the Company shall be returned to the tendering Shareholder after the Settlement Date at the Shareholder's risk.

Clearstream

Shareholders who hold their Shares through Clearstream will be notified of the terms of the Tender Offer by Clearstream Banking S.A. as system administrator and should remit their instructions to Clearstream Banking S.A. in the notified manner. The acceptances from Shareholders of Shares representing their Basic Entitlement and, if applicable, Shares in excess of their Basic Entitlement, in Clearstream shall constitute irrevocable instructions to Clearstream Banking S.A. to block any attempt to transfer the Shares tendered, so that on or prior to the Settlement Date no transfer of such Shares may be effected (other than to the Company on the date on which the Tender Offer has been declared unconditional and the Shares have been accepted for purchase) and to debit the securities account in which such Shares are held on the Settlement Date in respect of the Shares tendered and accepted for purchase by the Company, against payment of the Tender Price in accordance with the terms of the Tender Offer. Shares not accepted for purchase by the Company shall be returned to the tendering Shareholder after the Settlement Date at the Shareholder's risk.

Extraordinary General Meeting

Shareholders will find enclosed with this Circular a Form of Proxy for use in connection with the Extraordinary General Meeting. Whether or not you wish to tender your Shares under the Tender Offer and regardless of whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete and return the Form of Proxy. A Form of Proxy completed for use in connection with the Extraordinary General Meeting will remain valid for the Reconvened EGM unless expressly revoked. Shareholders do not need to tender their Shares in the Tender Offer in order to be able to vote at the Extraordinary General Meeting.

Shareholders are requested to complete and return their Form of Proxy for the Extraordinary General Meeting as soon as possible. To be valid, the Form of Proxy for use at the Extraordinary General Meeting must be completed and returned in accordance with the instructions printed thereon to State Street Bank Luxembourg S.C.A. (for the attention of the Domiciliary Department) at 49, avenue J.F. Kennedy, L-1855 Luxembourg so as to arrive not later than 5.00 p.m. CET on Friday, 16 September 2016 and, for use in connection with the Reconvened EGM, so as to arrive no later than 5.00 p.m. CET on Friday, 21 October 2016.

The return of the completed Form of Proxy will not affect your right as a Shareholder to attend the Extraordinary General Meeting or the Reconvened EGM (if applicable) and to vote in person if you wish to do so.

Beneficial owners of Shares in the Company who are not listed in the Company's register of Shareholders but who wish to participate in the Extraordinary General Meeting, and/or their agents, should provide a signed copy of the enclosed letter of representation when requesting admittance to the Extraordinary General Meeting or attach the enclosed letter to the Form of Proxy to be returned to the above mentioned address no later than 5.00 p.m. on Friday, 16 September 2016.

Shareholders who hold their Shares through Euroclear or Clearstream will be notified of the details of the Extraordinary General Meeting by Euroclear Bank S.A. or Clearstream Banking S.A., respectively, as system administrator and should remit their voting instructions to Euroclear Bank S.A. or Clearstream Banking S.A., respectively, in the notified manner.

ACTION TO BE TAKEN BY HOLDERS OF DEPOSITORY INTERESTS

Tender Offer

Qualifying DI Holders who hold their Shares through Depository Interests in uncertificated form (that is, in CREST) should not return the Tender Form as described above but should arrange for the relevant Depository Interests to be transferred to escrow by way of TTE Instruction as soon as possible and in any event so that the TTE Instruction settles by no later than 1.00 p.m. on Monday, 26 September 2016 as described in paragraph 3 of Part 2 of this Circular.

Extraordinary General Meeting

DI Holders will find enclosed with this Circular a Form of Direction for use in connection with the Extraordinary General Meeting. DI Holders are requested to complete and return their Form of Direction for the Extraordinary General Meeting as soon as possible. To be valid, the Form of Direction for use at the Extraordinary General Meeting must be completed and returned in accordance with the instructions printed thereon to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 11.30 a.m. on Thursday, 15 September 2016 or 11.30 a.m. on Thursday, 20 October 2016 in respect of the Reconvened EGM.

The return of the completed Form of Direction will not preclude you from attending the Extraordinary General Meeting or the Reconvened EGM (if applicable) and voting in person if you wish to do so providing a letter of corporate representation has been requested from the Depository.

RECOMMENDATION

Tender Offer

The Directors consider the Tender Offer Resolution set out in the Notice of Extraordinary General Meeting to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Tender Offer Resolution, as they intend to do in respect of their own personal beneficial shareholdings, amounting to, in aggregate 37,000 Shares, representing 0.1 per cent of the current issued Share Capital of the Company (excluding Shares currently held in treasury).

Adoption of New Benchmark Index

The Board, which in respect of the Related Party Transaction, has been so advised by Stockdale, considers that the Related Party Transaction is fair and reasonable so far as Shareholders are concerned. In providing its advice to the Board, Stockdale has taken into account the Board's commercial assessments. The Board considers that the Related Party Transaction is in the best interests of Shareholders taken as a whole and accordingly recommends that Shareholders vote in favour of the resolution to be proposed at the Extraordinary General Meeting. The Directors intend to vote in favour of the Related Party Transaction Resolution in respect of their own beneficial holdings amounting in aggregate to 37,000 Shares, representing 0.1 per cent. of the current issued Share Capital of the Company (excluding Shares currently held in treasury).

The Board makes no recommendation to Shareholders as to whether or not they should tender their Shares under the Tender Offer. The extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and their investment objectives.

Shareholders should seek advice from their own independent financial adviser authorised under the Financial Services and Markets Act 2000 or seek advice from another appropriately authorised independent financial adviser if they are outside the United Kingdom.

Yours faithfully,

Philip R. McLoughlin

Chairman "