LAZARD RETIREMENT SERIES, INC.
AGREEMENT PURSUANT TO RULE 22c-2
This Agreement is entered into as of the date indicated below, by and between
Lazard Asset Management Securities LLC (Fund Agent') and the counterparty
signing below ("Intermediary"), acting on behalf of its separate accounts that
use a portfolio of Lazard Retirement Series, Inc. (the "Fund") as an underlying
investment medium, pursuant to Rule 22c2 (the "Rule") under the Investment
Company Act of 1940, as amended, Capitalized terms not otherwise defined are
defined in Section 3 of this Agreement.
The terms and conditions of this Agreement are as follows:
1. Shareholder Information.
(a) Agreement to Provide Information. Intermediary agrees
to provide the Fund, upon written request (which may
include electronic writings and facsimile
transmissions, a "Request"), the taxpayer
identification number (the "TIN"), it known, of any
or all Shareholder(s) who have purchased, redeemed,
transferred or exchanged Fund shares ("Shares") held
through an account with Intermediary (an "Account")
during the period covered by the Request and the
amount, date, name or other identifier of any
investment professional(s) associated with the
Shareholder(s) or Account (if known), and transaction
type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of
Shares.
(i) Period Covered by Request. Requests must set forth a
specific period, not to exceed 180 days from the date
of the Request for which transaction information is
sought. The Fund may request transaction information
older than 180 days from the date of the Request as
it deems necessary to investigate compliance with
policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of
its Shares.
(ii) Form and Timing of Response. Intermediary agrees to
transmit the requested information that is on its
books and records to the Fund or its designee
promptly, but in any event not later than 10 business
days after receipt of a Request. To the extent
practicable, the format for any transaction
information provided to the Fund should be consistent
with the NSCC Standardized Data Report Format, or any
other format acceptable to the Fund.
(iii) Limitations on Use of Information. The Fund agrees
not to use the information received for marketing or
any other similar purpose without the prior written
consent of Intermediary.
(b) Agreement to Restrict Trading. Intermediary agrees to execute
written instructions from the Fund (which may include electronic writings and
facsimile transmissions) to restrict or prohibit further purchases or exchanges
of Shares by a Shareholder that has been identified by the Fund as having
engaged in transactions in Shares (directly or indirectly through an Account)
that violate policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of its Shares.
(i) Form of Instructions. Instructions must include the
TIN, if known, and the specific restrictions(s) to be
executed. If the TIN is not known, the instructions
must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
(ii) Timing of Response. Intermediary agrees to execute
instructions as soon as reasonably practicable, but
not later than five business days after receipt of
the instructions by Intermediary.
(iii) Confirmation by Intermediary. Intermediary agrees to
provide written confirmation to the Fund as soon as
reasonably practicable that instructions have been
executed, but not later than 10 business days after
the instructions have been executed.
2. Share Holdings Through Indirect Intermediaries.
Intermediary will use best efforts to determine,
promptly upon the request of the Fund, but not later
than five business days after receipt of the Request
by Intermediary, whether any other person that holds
Shares through Intermediary is an "indirect
intermediary" as defined in the Rule ("Indirect
Intermediary") and, upon further request from the
Fund:
(a) provide (or arrange to have provided) the identification and
transaction information set forth in Section 1(a) of this Agreement regarding a
Shareholder who hold Shares through the Indirect Intermediary; or
(b) restrict or prohibit the indirect intermediary from purchasing
Shares on behalf of itself or other persons.
3. Definitions. For purposes of this paragraph:
(a) The term "Fund includes not only Lazard Retirement Series, Inc.,
but also Fund Agent, as distributor of its Shares, and the transfer agent of
Shares, each acting on behalf of Lazard Retirement Series. Inc.
(b) The term "Shareholder" means any person that is a party to a
variable annuity or variable life insurance contract with the Insurance Company
that uses a portfolio of the Fund as an underlying investment medium.
4. Term. This Agreement will remain in effect so long as Intermediary is deemed
to be a "financial intermediary" (as defined in the Rule) with respect to Lazard
Retirement Series, Inc.
5. Other Agreements; Amendments.
(a) Except as modified herein, all other agreements between Fund Agent
and Intermediary remain in full force and effect; provided, however, that in the
event of any conflict between the provisions of this Agreement and any such
other agreements, the relevant provisions of this Agreement shall control.
(b) No modification or waiver of any provisions of this Agreement will
be binding unless in writing and executed by the party to be bound thereby.
6. No Agency. Nothing in this Agreement shall be construed to establish a joint
venture between Fund Agent and Intermediary or establish either as an agent,
partner or employee of the other.
7. Governing Law. This Agreement shall be construed in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles.
Very truly yours,
[NAME OF INSURANCE COMPANY],
on behalf of its separate
accounts that use a portfolio
of the Fund as an underlying
investment medium
By:
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Name:
Title:
Date: __________________________
Please return two signed copies of this Agreement to Lazard Asset Management
Securities LLC, and one fully executed copy will be returned.
Accepted:
LAZARD ASSET MANAGEMENT
SECURITIES LLC
By:
--------------------------
Name:
Title:
