EX-99.(d)
LAZARD RETIREMENT SERIES, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the ___ day of __________, 2005, between Lazard
Retirement Series, Inc., a Maryland corporation (the "Fund"), on behalf of the
portfolios named on Schedule 1 hereto, as such Schedule may be revised from time
to time (each, a "Portfolio"), and Lazard Asset Management LLC, a New York
limited liability company (the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), authorized to reclassify and issue any unissued shares to any number of
additional classes or series each having its own investment objective, policies
and restrictions; and
WHEREAS, the Fund desires to retain the Investment Manager to render
investment advisory services to each Portfolio and the Investment Manager is
willing to render such investment advisory services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Investment Manager to act as manager of
each Portfolio for the period and on the terms set forth in this Agreement. The
Investment Manager accepts such appointment and agrees to render the services
herein described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund,
the Investment Manager shall manage the investment operations of each Portfolio
and the assets of each Portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment objective,
policies and restrictions as stated in the Fund's Prospectus (hereinafter
defined) and subject to the following understandings:
(a) The Investment Manager shall provide supervision of each
Portfolio's investments and determine from time to time what
investments or securities will be purchased, retained, sold or loaned
by the Portfolio, and what portion of the assets will be invested or
held uninvested as cash.
(b) The Investment Manager shall use its best judgment in the
performance of its duties under this Agreement.
(c) The Investment Manager, in the performance of its duties
and obligations under this Agreement, shall act in conformity with the
Articles of Incorporation, By-Laws and Prospectus of the Fund (each
hereinafter defined) and with the instructions and directions of the
Board of Directors of the Fund and will conform to and comply with the
requirements of the 1940 Act and all other applicable federal and state
laws and regulations.
(d) The Investment Manager shall determine the securities to
be purchased or sold by each Portfolio and will place orders pursuant
to its determinations with or through such persons, brokers or dealers
(including broker-dealers affiliated with the Investment Manager) to
carry out the policy with respect to brokerage as set forth in the
Fund's Prospectus or as the Fund's Board of Directors may direct from
time to time. In providing a Portfolio with investment supervision, it
is recognized that the Investment Manager will give primary
consideration to securing the most favorable price and efficient
execution.
On occasions when the Investment Manager deems the purchase or
sale of a security to be in the best interest of a Portfolio as well as
other clients, the Investment Manager, to the extent permitted by
applicable laws and regulations, may aggregate the securities to be so
sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Investment
Manager in the manner it
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considers to be the most equitable and consistent with its fiduciary
obligations to the Portfolio and to such other clients.
(e) The Investment Manager shall render to the Fund's Board of
Directors such periodic and special reports with respect to each
Portfolio's securities transactions as the Board may reasonably
request.
(f) The Investment Manager shall provide the Fund's custodian
on each business day with information relating to all transactions
concerning a Portfolio's assets.
3. The Fund has delivered to the Investment Manager copies of each of
the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Articles of Incorporation of the Fund, filed with the
State Department of Assessments and Taxation of Maryland (such Articles
of Incorporation, as in effect on the date hereof and as amended from
time to time, are herein called the "Articles of Incorporation");
(b) By-Laws of the Fund (such By-Laws, as in effect on the
date hereof and as amended from time to time, are herein called the
"By-Laws");
(c) Resolutions of the Board of Directors of the Fund
authorizing the appointment of the Investment Manager and approving the
form of this Agreement;
(d) Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (the "Registration
Statement"), as filed with the Securities and Exchange Commission (the
"Commission") relating to the Fund and shares of the Fund's Common
Stock;
(e) Notification of Registration of the Fund under the 1940
Act on Form N-8A as filed with the Commission; and
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(f) Prospectus of the Fund (such prospectus and the statement
of additional information, each as currently in effect and as amended
or supplemented from time to time, being herein called the
"Prospectus").
4. The Investment Manager shall authorize and permit any of the general
members, officers and employees of the Investment Manager, and any of the
general members, directors, officers and employees of any of its affiliates, who
may be elected as Directors or officers of the Fund to serve in the capacities
in which they are elected. All services to be furnished by the Investment
Manager under this Agreement may be furnished through the medium of any such
general members, directors, officers or employees of the Investment Manager or
any of its affiliates.
5. The Investment Manager shall keep the books and records of the Fund
and the Portfolios required to be maintained by it pursuant to this Agreement
and by the Fund pursuant to the 1940 Act. The Investment Manager agrees that all
records which it maintains for the Fund or the Portfolios are the property of
the Fund or the relevant Portfolio and it will surrender promptly to the Fund or
such Portfolio any of such records upon the request of the Fund or such
Portfolio. The Investment Manager further agrees to preserve such records as
prescribed by Rule 31a-2 under the 1940 Act.
6. The Investment Manager will bear all of its expenses incurred in
connection with the services to be rendered by the Investment Manager to the
Portfolios under this Agreement, including without limitation, the compensation
of all personnel of the Fund and the Investment Manager, except the fees of
Directors of the Fund who are not affiliated persons of the Investment Manager
or its affiliates. The Fund or the relevant Portfolio assumes and will pay all
other expenses in connection with the Fund or such Portfolio not assumed by the
Investment Manager, including but not limited to:
(a) the fees and expenses of Directors who are not affiliated
persons of the Investment Manager or any of its affiliates;
(b) the fees and expenses of the Fund's administrator, if any;
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(c) the fees and expenses of the custodian which relate to (i)
the custodial function and the recordkeeping connected therewith, (ii)
the maintenance of the required accounting records of the Fund, (iii)
the pricing of the shares of the Portfolio, including the cost of any
pricing service or services which may be retained pursuant to the
authorization of the Directors of the Fund, and (iv) for both mail and
wire orders, the cashiering function in connection with the issuance
and redemption of the Portfolio's securities;
(d) the fees and expenses of the Fund's transfer agent, which
may be the custodian, which relate to the maintenance of, and
communications with respect to, each stockholder account;
(e) the charges and expenses of legal counsel and independent
accountants for the Fund;
(f) brokers' commissions, any issue or transfer taxes and any
other charges in connection with portfolio transactions on behalf of
the Portfolio;
(g) all taxes and corporate fees payable by the Fund or the
Portfolio to federal, state or other governmental agencies, and all
costs of maintaining corporate existence;
(h) the allocable share of the fees of any trade association
of which the Fund may be a member;
(i) the cost of share certificates, if any, representing
shares of the Portfolio;
(j) the fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with the
Commission, and, if required, qualifying the shares of the Portfolio
under state securities laws, including the preparation and printing of
the Fund's registration statements and Prospectuses for filing under
federal and state securities laws for such purposes;
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(k) all expenses of stockholders' and Directors' meetings and
of preparing, printing and mailing Prospectuses and reports to
stockholders in quantities required for distribution to the
stockholders, and communications expenses with respect to individual
stockholder accounts;
(l) the cost of obtaining fidelity insurance and any liability
insurance covering the Directors and officers of the Fund as such;
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Fund's business;
(n) expenses of issue, repurchase or redemption of shares of
the Fund;
(o) fees payable to the Investment Manager hereunder;
(p) interest expenses of the Fund; and
(q) all other expenses properly payable by the Fund.
7. For the services provided to the Portfolios and the expenses assumed
pursuant to this Agreement, each Portfolio will pay monthly to the Investment
Manager as full compensation therefor a management fee, accrued daily, at the
annual rate set forth opposite the Portfolio's name on Schedule 1 hereto.
8. The Investment Manager shall not be liable for any error of judgment
or for any loss suffered by a Portfolio in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. The federal securities laws may impose liabilities even, under
certain circumstances, on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any right which a
Portfolio may have under any federal securities law.
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9. As to each Portfolio, this Agreement shall continue until the date
set forth opposite such Portfolio's name on Schedule 1 hereto (the "Reapproval
Date") and thereafter shall continue automatically for successive annual periods
ending on the day of each year set forth opposite the Portfolio's name on
Schedule 1 hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board of Directors or
(ii) vote of a majority (as defined in the 0000 Xxx) of such Portfolio's
outstanding voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Directors who are not "interested
persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
As to each Portfolio, this Agreement may be terminated at any time, without
payment of penalty by the Portfolio, on 60 days' written notice to the
Investment Manager, by vote of the Board of Directors of the Fund, or by vote of
a majority (as defined in the 0000 Xxx) of the outstanding voting securities of
such Portfolio. This Agreement shall automatically terminate, as to the relevant
Portfolio, in the event of its assignment (as defined in the 1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any
general member, officer or employee of the Investment Manager or any general
member, director, officer or employee of any of its affiliates who may also be a
Director, officer or employee of the Fund to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any business, whether of a similar or dissimilar nature, nor limit or
restrict the right of the Investment Manager to engage in any other business or
to render services of any kind to any other corporation, firm, individual or
association.
11. During the term of this Agreement, the Fund agrees to furnish to
the Investment Manager at its principal office all Prospectuses, proxy
statements, reports to stockholders, sales literature, or other material
prepared for distribution to stockholders of the Fund or the public, which refer
in any way to the Investment Manager, prior to use thereof and not to use such
material if the Investment Manager reasonably objects in writing within five
business days (or such other time as may be mutually agreed)
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after receipt thereof. In the event of termination of this Agreement, the Fund
will continue to furnish to the Investment Manager copies of any of the
above-mentioned materials which refer in any way to the Investment Manager. The
Fund shall furnish or otherwise make available to the Investment Manager such
other information relating to the business affairs of the Fund as the Investment
Manager at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
12. This Agreement may be amended by mutual consent, but the consent of
the Fund must be approved in conformity with the requirements of the 1940 Act.
13. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (1) to the Investment Manager at 00 Xxxxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary, or (2) to the Fund at 00
Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
14. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
LAZARD RETIREMENT SERIES, INC.
By: _________________________________
Name:
Title:
LAZARD ASSET MANAGEMENT LLC
By: _________________________________
Name:
Title:
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SCHEDULE 1
Annual Fee
as a
Percentage of Average
Daily Reapproval Reapproval
Name of Portfolio Net Assets Date Day
----------------- ---------- ---- ---
Lazard Retirement U.S. Equity
Value Portfolio % December 31, 2006 December 31
Lazard Retirement International
Strategic Equity Portfolio % December 31, 2006 December 31
As Revised: _______________, 2005
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