LAZARD RETIREMENT SERIES, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 15th day of September, 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
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
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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 Equity Portfolio .75% December 31, 2006 December 31
Lazard Retirement U.S. Equity Value Portfolio .75% December 31, 2006 December 31
Lazard Retirement U.S. Strategic Equity Portfolio .85% December 31, 2006 December 31
Lazard Retirement Small Cap Portfolio .75% December 31, 2006 December 31
Lazard Retirement U.S. Small Cap Equity Growth Portfolio 1.00% December 31, 2007 December 31
Lazard Retirement International Equity Portfolio .75% December 31, 2006 December 31
Lazard Retirement International Equity Select Portfolio .85% December 31, 2006 December 31
Lazard Retirement International Strategic Equity Portfolio .75% December 31, 2006 December 31
Lazard Retirement International Small Cap Portfolio .75% December 31, 2006 December 31
Lazard Retirement Emerging Markets Portfolio 1.00% December 31, 2006 December 31
Revised: February 7, 2006
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