Form 485BPOS LAZARD RETIREMENT SERIES

April 12, 2021 12:58 PM EDT

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Exhibit 99.(d)(1)

 

lazard RETIREMENT SERIES, inc.

 

management agreement

 

This Management Agreement (this “Agreement”), dated as of June 9, 2015, by and 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 Delaware limited liability company (the “Manager”), amends, restates and supersedes that certain Investment Management Agreement, dated as of September 15, 2005, by and between the Fund and the Manager (the “Prior Agreement”).

 

WITNESSETH

 

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;

 

WHEREAS, pursuant to the Prior Agreement, the Fund previously retained the Manager to render investment advisory services to each then-existing Portfolio;

 

WHEREAS, the Manager has historically provided certain administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio, which services are in addition to the investment advisory and other services contractually required by the Prior Agreement to be provided by the Manager to each Portfolio since its inception; and

 

WHEREAS, the Fund, on behalf of each Portfolio, and the Manager wish to amend and restate the Prior Agreement to contractually obligate the Manager to provide the Support Services (as defined in Section 3 below) on the terms set forth herein.

 

NOW, THEREFORE, the parties agree as follows:

 

1.             The Fund hereby appoints the Manager to act as manager of each Portfolio for the period and on the terms set forth in this Agreement. The 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 “Board”), the 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(s), policies and restrictions as stated in the Fund’s Prospectus (as hereinafter defined) and subject to the following understandings:

 

(a)           The 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 Manager shall use its best judgment in the performance of its duties under this Agreement.

 

(c)           The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation and By-Laws (each hereinafter defined) and Prospectus of the Fund and with the instructions and directions of the Board 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 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 affiliates of the Manager) to carry out the policy with respect to brokerage as set forth in the Fund’s Prospectus or as the Board may direct from time to time. In placing such orders, it is recognized that the Manager will give

 

primary consideration to securing the most favorable price and efficient execution. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other clients, the 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 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 Manager shall render to the Board such periodic and special reports with respect to each Portfolio’s securities transactions as the Board may reasonably request.

 

(f)            The Manager shall provide the Fund’s custodian on each business day with information relating to all transactions concerning a Portfolio’s assets.

 

3.             Administrative, Operational and Compliance Assistance Services.

 

(a)           Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.

 

(b)           Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:

 

(i)          providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;

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(ii)         providing clerical and bookkeeping services for the Fund and each Portfolio;

 

(iii)        causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;

 

(iv)        monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;

 

(v)         as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;

 

(vi)        responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;

 

(vii)       preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;

 

(viii)      preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;

 

(ix)         reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;

 

(x)         providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);

 

(xi)         providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;

 

(xii)        providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;

 

(xiii)       as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;

 

(xiv)      consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;

 

(xv)       preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;

 

(xvi)      providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid

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by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;

 

(xvii)     providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and

 

(xviii)    assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.

 

(c)           The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.

 

4.             The Fund has delivered to the 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 authorizing the appointment of the 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-lA (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 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”).

 

5.             The Manager shall authorize and permit any of the general members, officers and employees of the 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 Manager under this Agreement may be furnished through the medium of any such general members, directors, officers or employees of the Manager or any of its affiliates.

 

6.             The Manager shall keep the books and records of the Fund and the Portfolios required to be

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maintained by it pursuant to this Agreement and by the Fund pursuant to the 1940 Act. The 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 Manager further agrees to preserve such records as prescribed by Rule 31a-2 under the 1940 Act.

 

7.             The Manager will bear all of its expenses incurred in connection with the services to be rendered by the Manager to the Portfolios under this Agreement, including without limitation, the compensation of all personnel of the Fund and the Manager, except the fees of Directors of the Fund who are not affiliated persons of the Manager or its affiliates, provided that the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). 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 Manager, including but not limited to:

 

(a)           the fees and expenses of Directors who are not affiliated persons of the 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 of the Fund’s Registration Statement and amendments thereto for filing under federal and state securities laws for such purposes and printing of the Prospectus;

 

(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;

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(n)           expenses of issue, repurchase or redemption of shares of the Fund;

 

(o)           fees payable to the Manager hereunder;

 

(p)           interest expenses of the Fund; and

 

(q)           all other expenses properly payable by the Fund.

 

8.             For the services provided to the Portfolios and the expenses assumed pursuant to this Agreement, each Portfolio will pay monthly to the 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.

 

9.             The 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 1940 Act) 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.

 

10.           As to each Portfolio, this Agreement shall continue until the date set forth opposite such Portfolio’s name on Schedule 1 hereto (the “Initial Reapproval Date”) and thereafter shall continue automatically for successive annual periods ending on June 30th of each year, provided that in each case such continuance is specifically approved at least annually by (i) the Board or (ii) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio, 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 1940 Act) 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 Manager, by vote of the Board, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) 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).

 

11.           Nothing in this Agreement shall limit or restrict the right of any general member, officer or employee of the 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 Manager to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

 

12.           During the term of this Agreement, the Fund agrees to furnish to the 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 Manager, prior to use thereof and not to use such material if the 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 Manager copies of any of the above-mentioned materials which refer in any way to the Manager. The Fund shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Fund as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

 

13.           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.

 

14.           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 Manager at 30 Rockefeller Plaza, New York, New York 10112, Attention: General Counsel of the Manager, or (2) to the Fund

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at 30 Rockefeller Plaza, New York, New York 10112, Attention: President of the Fund.

 

15.           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

 

Name of Portfolio   Annual Fee as a
Percentage of
Average Daily
Net Assets
  Initial
Reapproval
Date
Lazard Retirement Developing Markets Equity Portfolio   1.00%   June 30, 2016
Lazard Retirement Emerging Markets Equity Advantage Portfolio   .75%   June 30, 2017
Lazard Retirement Emerging Markets Equity Blend Portfolio   1.00%   June 30, 2016
Lazard Retirement Emerging Markets Equity Portfolio   1.00%   June 30, 2016
Lazard Retirement Enhanced Opportunities Portfolio   .95%   June 30, 2017
Lazard Retirement Equity Franchise Portfolio   .80%   June 30, 2019
Lazard Retirement Global Dynamic Multi-Asset Portfolio   .80%   June 30, 2016
Lazard Retirement Global Listed Infrastructure Portfolio   .90%   June 30, 2016
Lazard Retirement Global Strategic Equity Portfolio   .75%   June 30, 2017
Lazard Retirement International Equity Advantage Portfolio   .65%   June 30, 2017
Lazard Retirement International Equity Concentrated Portfolio   .80%   June 30, 2017
Lazard Retirement International Equity Portfolio   .75%   June 30, 2016
Lazard Retirement International Equity Select Portfolio   .65%   June 30, 2016
Lazard Retirement International Equity Value Portfolio   .80%   June 30, 2020
Lazard Retirement International Quality Growth Portfolio   .75%   June 30, 2020
Lazard Retirement International Small Cap Equity Portfolio   .75%   June 30, 2016
Lazard Retirement International Strategic Equity Portfolio   .75%   June 30, 2016
Lazard Retirement Managed Equity Volatility Portfolio   .60%   June 30, 2017
Lazard Retirement Opportunistic Strategies Portfolio   1.00%   June 30, 2016
Lazard Retirement Real Assets Portfolio   .65%   June 30, 2018
Lazard Retirement US Equity Concentrated Portfolio   .70%   June 30, 2016
Lazard Retirement US Small-Mid Cap Equity Portfolio   .75%   June 30, 2016
Lazard Retirement US Sustainable Equity Portfolio   .60%   June 30, 2022

 

Revised: April 1, 2021

 

Exhibit 99.(d)(2)

 

LAZARD ASSET MANAGEMENT LLC

30 Rockefeller Plaza

New York, New York 10112

 

Effective April 1, 2021

 

Lazard Retirement Series, Inc.

30 Rockefeller Plaza

New York, New York 10112

 

Re: Expense Limitation Agreement

 

Ladies and Gentlemen:

 

Lazard Asset Management LLC (“LAM”), intending to be legally bound, hereby confirms its agreement as follows in respect of each of the portfolios (each, a “Portfolio”) of Lazard Retirement Series, Inc. (the “Fund”) set forth on Schedule A hereto:

 

For the respective periods set forth on Schedule A hereto, if the aggregate direct expenses of a Portfolio, exclusive of taxes, brokerage, interest on borrowings, dividend and interest expenses on securities sold short (Lazard Retirement Enhanced Opportunities Portfolio and Lazard Retirement Opportunistic Strategies Portfolio only), fees and expenses of “Acquired Funds” (as defined in Form N-1A), fees and expenses related to filing foreign tax reclaims and extraordinary expenses, exceed the percentage of the value of the Portfolio’s average daily net assets set forth opposite the Portfolio’s name on Schedule A hereto, the Fund, on behalf of the Portfolio, may deduct from the payment to be made to LAM under the Management Agreement between LAM and the Fund, on behalf of the Portfolios (the “Management Agreement”), or LAM will bear, such excess expense.

 

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 Management Agreement.

 

  LAZARD ASSET MANAGEMENT LLC
     
  By:  
    William Rosenberg
    Managing Director

 

Accepted and Agreed To:

 

LAZARD RETIREMENT SERIES, INC.,

on behalf of each of the Portfolios

set forth on Schedule A hereto

 

By:    
  Christopher Snively  
  Chief Financial Officer and Treasurer  
 

SCHEDULE A

 

  Maximum Total Portfolio
Operating Expenses
(as a percentage of
average daily net assets)
Name of Portfolio Service Shares Investor Shares
     
Until April 30, 2022    
Lazard Retirement Developing Markets Equity Portfolio 1.40% 1.15%
Lazard Retirement Emerging Markets Equity Advantage Portfolio 1.15% 0.90%
Lazard Retirement Emerging Markets Equity Portfolio 1.45% 1.20%
Lazard Retirement Emerging Markets Strategic Equity Portfolio 1.45% 1.20%
Lazard Retirement Enhanced Opportunities Portfolio 1.50% 1.25%
Lazard Retirement Equity Franchise Portfolio 1.20% 0.95%
Lazard Retirement Global Dynamic Multi-Asset Portfolio 1.05% 0.90%1
Lazard Retirement Global Listed Infrastructure Portfolio 1.45% 1.20%
Lazard Retirement Global Strategic Equity Portfolio 1.20% 0.95%
Lazard Retirement International Equity Advantage Portfolio 1.15% 0.90%
Lazard Retirement International Equity Concentrated Portfolio 1.15% 0.90%
Lazard Retirement International Equity Portfolio 1.10% 0.85%
Lazard Retirement International Equity Select Portfolio 1.15% 0.90%
Lazard Retirement International Equity Value Portfolio 1.20% 0.95%
Lazard Retirement International Quality Growth Portfolio 1.10% 0.85%
Lazard Retirement International Small Cap Equity Portfolio 1.38% 1.13%
Lazard Retirement International Strategic Equity Portfolio 1.30% 1.05%
Lazard Retirement Managed Equity Volatility Portfolio 1.00% 0.75%
Lazard Retirement Opportunistic Strategies Portfolio 1.27% 1.02%
Lazard Retirement Real Assets Portfolio 1.05% 0.80%
Lazard Retirement US Equity Concentrated Portfolio 1.15% 0.90%
Lazard Retirement US Small-Mid Cap Equity Portfolio 1.15% 1.00%
     
Until June 30, 2022    
Lazard Retirement US Sustainable Equity Portfolio 1.00% .75%
     
 
1Until April 30, 2031.
 

 

Exhibit 99.(i)(13)

 

April 12, 2021

Lazard Retirement Series, Inc.

30 Rockefeller Plaza

New York, New York 10112

 

  Re:  Registration Statement on Form N-1A
    1933 Act File No.: 333-22309
    1940 Act File No.: 811-08071  

       

Ladies and Gentlemen:

 

We have served as Maryland counsel to Lazard Retirement Series, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the registration of an indefinite number of shares (the “Shares”) of common stock, par value $.001 per share, of the Company, classified and designated as Service Shares and Investor Shares of Lazard Retirement US Sustainable Equity Portfolio (the “Fund”). The offering of the Shares is covered by the above-referenced Registration Statement, and amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

 

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 

1.       The Post-Effective Amendment to the Registration Statement relating to the Shares, substantially in the form filed with the Commission pursuant to Rule 485 under the 1933 Act;

 

2.       The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

 

3.       The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

 

4.       A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

 

5.       Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to the authorization of the offer, sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

 

 

 

 

 

Lazard Retirement Series, Inc.
April 12, 2021
Page 2

 

6.       A certificate executed by an officer of the Company, dated as of the date hereof; and

 

7.       Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

 

In expressing the opinion set forth below, we have assumed the following:

 

1.       Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

 

2.       Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

 

3.       Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 

4.       All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 

5.       Upon any issuance of the Shares, the total number of Service Shares and Investor Shares of the Fund issued and outstanding will not exceed the total number of Service Shares and Investor Shares of the Fund that the Company is then authorized to issue under the Charter.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

 

1.       The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

 

 

 

 

 

 

Lazard Retirement Series, Inc.
April 12, 2021
Page 3

 

2.       The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland.

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

 

  Very truly yours, 
   
  /s/ VENABLE LLP 

 

 

 

Exhibit 99.(j)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 333-22309 on Form N-1A of our report dated February 12, 2021 relating to the financial statements and financial highlights of Lazard Retirement Emerging Markets Equity Portfolio, Lazard Retirement International Equity Portfolio, Lazard Retirement US Small-Mid Cap Equity Portfolio and Lazard Retirement Global Dynamic Multi-Asset Portfolio, each a series of the portfolios constituting Lazard Retirement Series, Inc. (the “Fund”), appearing in the Annual Report on Form N-CSR of the Fund for the year ended December 31, 2020, and to the references to us under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm” in the Prospectus and “Counsel and Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

 

/s/ Deloitte & Touche LLP

 

New York, New York

April 12, 2021

 


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