EXHIBIT (9)(a)
ADMINISTRATION AGREEMENT
Agreement dated as of April 30, 1997 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and
Lazard Retirement Series, Inc. (the "Fund").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund desires to retain the Administrator to furnish
certain administrative services to the Fund, and the Administrator is willing to
furnish such services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as administrator
with respect to the Fund for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.
The Fund consists of the portfolio(s) and/or class(es) of shares (each
an "Investment Fund") listed in Schedule A to this Agreement. In the event that
the Fund establishes one or more additional Investment Funds with respect to
which it wishes to retain the Administrator to act as administrator hereunder,
the Fund shall notify the Administrator in writing. Upon written acceptance by
the Administrator, such Investment Fund shall become subject to the provisions
of this Agreement to the same extent as the existing Investment Funds, except to
the extent that such provisions (including those relating to the compensation
and expenses payable by the Fund and its Investment Funds) may be modified with
respect to each additional Investment Fund in writing by the Fund and the
Administrator at the time of the addition of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:
a. The Fund's charter document and by-laws;
b. The Fund's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and the
Fund's Prospectus(es) and Statement(s) of Additional Information relating to all
Investment Funds and all amendments and supplements thereto as presently in
effect;
c. Certified copies of the resolutions of the Board of
Directors of the Fund (the "Board") authorizing (1) this Agreement and (2)
certain individuals on behalf of the Fund to (a) give instructions to the
Administrator pursuant to this Agreement and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between the
Fund and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary or appropriate
in the proper performance of its duties.
3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized,
validly existing and in good standing under the laws of The Commonwealth of
Massachusetts, and has all power and authority necessary to own or hold its
property, to perform its administrative services and to conduct its business as
described in this Agreement;
b. All requisite corporate proceedings have been
taken to authorize it to enter into and perform this Agreement;
c. No legal or administrative proceedings have been
instituted or threatened which would impair the Administrator's
ability to perform its duties and obligations under this
Agreement; and
d. Its entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It is a corporation, duly organized and existing
and in good standing under the laws of Maryland;
b. It has the corporate power and authority under
applicable laws and by its charter document and by-laws to enter into and
perform this Agreement;
c. All requisite proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered
under the 1940 Act;
e. A registration statement under the 1933 Act and the
1940 Act has been filed and will be effective and remain effective
during the term of this Agreement. The Fund also warrants to the Administrator
that as of the date of commencement of this Agreement, all necessary filings, if
any, under the securities laws of the states in which the Fund offers or sells
its shares have been made;
f. No legal or administrative proceedings have been
instituted or threatened which would impair the Fund's ability to perform its
obligations under this Agreement;
g. Its entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it; and
h. As of the close of business on the date of this
Agreement, the Fund is authorized to issue shares of capital stock,
and it offers shares in the authorized amounts as set forth in Schedule A to
this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services subject to the
control, supervision and direction of the Fund and to review and correction by
the Fund's auditors and legal counsel and in accordance with procedures which
may be established from time to time between the Fund and the Administrator:
a. Oversee the maintenance by the Fund's custodian
of certain books and records of the Fund as required under Rule
31a-1(b) of the 1940 Act;
b. Prepare the Fund's federal, state and local
income tax returns for review by the Fund's independent
accountants and filing by the Fund's treasurer;
c. Review the calculation, submit for approval and
arrange for payment of the Fund's expenses;
d. Prepare for review and approval by officers of the
Fund financial information for the Fund's semi-annual and annual
reports, proxy statements and other communications required or otherwise to be
sent to Fund shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
e. Prepare for review by an officer of and legal counsel
for the Fund, the Fund's periodic financial reports required to be
filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and
financial information required by Form N-1A and such other reports, forms or
filings as may be mutually agreed upon;
f. Prepare reports relating to the business and
affairs of the Fund as may be mutually agreed upon and not otherwise prepared
by the Fund's investment adviser, custodian, counsel or auditors;
g. Oversee and review calculations of fees paid to
the investment adviser, the custodian and the transfer agent;
h. Consult with the Fund's officers, independent
accountants, legal counsel, custodian and transfer agent in
establishing the accounting policies of the Fund;
i. Respond to or refer to the Fund's officers or
transfer agent, shareholder inquiries relating to the Fund;
j. Provide periodic testing of portfolios to assist
the Fund's adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Fund prospectus limitations as may be mutually
agreed upon; and
k. Prepare Rule 24f-2 Notices.
The Administrator will also provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in Schedule B to this Agreement. The fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
the termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement. In addition, the Fund shall
reimburse the Administrator for its reasonable out-of-pocket costs incurred in
connection with this Agreement.
The Fund agrees to promptly reimburse the Administrator for
any equipment and supplies specially ordered by or for the exclusive use of the
Fund through the Administrator and for any other expenses not contemplated by
this Agreement that the Administrator may incur on the Fund's behalf at the
Fund's request or as consented to by the Fund.
The Fund will bear all expenses that are incurred in its operation and
not specifically assumed by the Administrator. Expenses to be borne by the Fund,
include, but are not limited to: organizational expenses; cost of services of
independent accountants and outside legal and tax counsel (including such
counsel's review of the Fund's registration statement, proxy materials, federal
and state tax qualification as a regulated investment company and other reports
and materials prepared by the Administrator under this Agreement); cost of any
services contracted for by the Fund directly from parties other than the
Administrator; cost of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for the
Fund; investment advisory fees; taxes, insurance premiums and other fees and
expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, printing and mailing of any proxy
materials; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, director\trustee or
employee of the Fund; costs incidental to the preparation, printing and
distribution of the Fund's registration statements and any amendments thereto
and shareholder reports; cost of typesetting and printing of prospectuses; cost
of preparation and filing of the Fund's tax returns, Form N-1A and Form N-SAR,
and all notices, registrations and amendments associated with applicable federal
and state tax and securities laws; all applicable registration fees and filing
fees required under federal and state securities laws; fidelity bond and
directors' and officers' liability insurance; and cost of independent pricing
services used in computing the Fund's net asset value.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time the Administrator may apply to any officer of the Fund for
instructions and may consult with outside counsel for the Fund or the auditors
for the Fund at the expense of the Fund, or with its own legal counsel with
respect to any matter arising in connection with the services to be performed by
the Administrator under this Agreement. The Administrator shall not be liable
and shall be indemnified by the Fund for any action taken or omitted by it in
good faith in reliance upon any such instructions or advice or upon any paper or
document reasonably believed by it to be genuine and to have been signed by the
proper person or persons. The Administrator shall not be held to have notice of
any change of authority of any person until receipt of written notice thereof
from the Fund. Nothing in this paragraph shall be construed as imposing upon the
Administrator any obligation to seek such instructions or advice, or to act in
accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall have
no liability for any error of judgement or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties hereunder
unless solely caused by or resulting from the negligence or willful misconduct
of the Administrator, its officers or employees. The Administrator shall not be
liable for consequential damages under any provision of this Agreement or for
any consequential damages arising out of any act or failure to act hereunder. In
any event, the Administrator's liability under this Agreement shall be limited
to its total annual compensation earned and fees paid hereunder during the
preceding eighteen months for any liability or loss suffered by the Fund
including, but not limited to, any liability relating to qualification of the
Fund as a regulated investment company or any liability relating to the Fund's
compliance with any federal or state tax or securities statute, regulation or
ruling.
The Fund shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Fund, provided that this indemnification shall not apply
to actions or omissions of the Administrator, its officers or employees in cases
of its or their own negligence or willful misconduct.
The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Administrator shall have
determined in good faith that the retention of such counsel is required as a
result of a conflict of interest.
The indemnification contained herein shall survive the termination of
this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law, it
will keep confidential all records and information in its possession relating to
the Fund or its shareholders or shareholder accounts and will not disclose the
same to any person except at the request or with the written consent of the
Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it provided, however, that the foregoing does not limit the Administrator's
responsibility to the Fund for the performance of its duties under this
Agreement as determined in accordance with Section 8 of this Agreement.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Fund shall
at all times remain the property of the Fund, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Administrator further agrees
that all records which it maintains for the Fund pursuant to Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under
the 1940 Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Fund from
time to time, have no authority to act or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on April 30, 1997. The Agreement
shall remain in effect for a period of one year from the effective date, and
shall automatically renew thereafter for periods of one year unless terminated
in writing by either party at the end of such period or thereafter on sixty (60)
days' prior written notice. Termination of this Agreement with respect to any
given Investment Fund shall in no way affect the continued validity of this
Agreement with respect to any other Investment Fund. Upon termination of this
Agreement, the Fund shall pay to the Administrator such compensation and any
reimbursable expenses as may be due under the terms hereof as of the date of
such termination, including reasonable out-of-pocket expenses associated with
such termination. This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Fund: Lazard Asset Management, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn: Xxx Xxxxxxxxxx, Treasurer, fax: (000) 000-0000; if to the Administrator:
State Street Bank and Trust Company, 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx,
Xxxxxxxxxxxxx 00000, Attn: Xxxxxx Xxxxx Xxxxx, Vice President and Counsel, fax:
(000) 000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party, except that the Administrator
may assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Fund and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the Provision of Administrative Services and supersedes
all previous representations, warranties or commitments regarding the services
to be performed hereunder whether oral or in writing. This Agreement is
independent of and shall not be deemed to supersede any provisions of the
Custodian Contract between the Fund and the Administrator.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
18. FORCE MAJEURE
The Administrator shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption, nor shall any such failure or delay give the Fund the right to
terminate this Agreement, provided that the Administrator uses commercially
reasonable efforts to resume performance as soon as possible.
19. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
LAZARD RETIREMENT SERIES, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
STATE STREET BANK AND TRUST COMPANY
By:_______________________________________
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
ADMINISTRATION AGREEMENT
LAZARD RETIREMENT SERIES, INC.
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
Lazard Retirement Bantam Value Portfolio 50 Million
Lazard Retirement Emerging Markets Portfolio 50 Million
Lazard Retirement Equity Portfolio 50 Million
Lazard Retirement Global Equity Portfolio 50 Million
Lazard Retirement International Equity Portfolio 50 Million
Lazard Retirement International Fixed-Income Portfolio 50 Million
Lazard Retirement International Small Cap Portfolio 50 Million
Lazard Retirement Small Cap Portfolio 50 Million
Lazard Retirement Strategic Xxxxx Xxxxxxxxx 00 Xxxxxxx
Xxxxxx Retirement Emerging Worlds Funds Portfolio 50 Million
ADMINISTRATION AGREEMENT
LAZARD RETIREMENT SERIES, INC.
SCHEDULE B
FEES AND EXPENSES
