EXHIBIT (5)
LAZARD RETIREMENT SERIES, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 30th day of April, 1997, 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, a division of Lazard Freres
& Co. 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 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 Lazard Freres &
Co. LLC) 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
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.
(g) The investment management services of the
Investment Manager to the Portfolios under this
Agreement are not to be deemed exclusive, and the
Investment Manager shall be free to render similar
services to others.
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) Certified 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
(f) Prospectus of the Fund (such prospectus, 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 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 rules under
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 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.
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;
(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;
(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;
(q) fees of accounting and pricing services of
the Fund; and
(r) 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.
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 by 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 by 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 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 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) 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:_________________________________
LAZARD ASSET MANAGEMENT,
a division of Lazard Freres & Co. LLC
By:_________________________________
SCHEDULE 1
Annual Fee
as a Percentage
of Average Reapproval Reapproval
Name of Portfolio Daily Net Assets Date Day
Lazard Retirement Bantam
Value Portfolio .75%
Lazard Retirement Emerging
Markets Portfolio 1.00%
Lazard Retirement Emerging
World Funds Portfolio .75%
Lazard Retirement Equity
Portfolio .75%
Lazard Retirement Global
Equity Portfolio .75%
Lazard Retirement International
Equity Portfolio .75%
Lazard Retirement International
Fixed-Income Portfolio .75%
Lazard Retirement International
Small Cap Portfolio .75%
Lazard Retirement Small Cap
Portfolio .75%
Lazard Retirement Strategic
Yield Portfolio .75%
