0000930413-12-005368 Sample Contracts

LAZARD RETIREMENT SERIES, INC. INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 21st, 2012 • Lazard Retirement Series Inc • New York

Agreement, made the 15th day of September, 2005, as amended June 1, 2011, 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”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • September 21st, 2012 • Lazard Retirement Series Inc • Ohio

This Agreement dated as of the _____ day of April, 2009 is made by and among Nationwide Financial Services, Inc. on behalf of its subsidiaries listed on Exhibit A (collectively, “Nationwide”) and the current and any future Nationwide separate accounts as applicable (“Variable Accounts”) and Lazard Retirement Series, Inc. (the “Company”) and Lazard Asset Management Securities LLC (“Lazard”) which serves as distributor to the mutual fund portfolios of the Company listed on Exhibit B (the “Funds”).

LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Lazard Retirement Series Inc • September 21st, 2012

This Agreement is effective immediately. This Agreement may only be amended by agreement of the Fund and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

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