DISTRIBUTION AND SERVICING PLAN AGREEMENT
LAZARD RETIREMENT SERIES, INC.
Lazard Freres & Co. LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into this Agreement with you for distribution and
certain other services with respect to the shares of each portfolio set forth on
Schedule 1 hereto, as such Schedule may be revised from time to time (each, a
"Portfolio"), of Lazard Retirement Series, Inc. (the "Fund") of which you are
the principal underwriter as defined in the Investment Company Act of 1940, as
amended (the "Act"), and the exclusive agent for the continuous distribution of
its shares.
The terms and conditions of this Agreement are as follows:
1. We agree to provide reasonable assistance in connection with the
sale of the Portfolios' shares, which assistance may include distributing sales
literature, marketing and advertising. If we are restricted or unable to
provide the services contemplated above, we agree not to perform such services
and not to accept fees thereafter. Our acceptance of any fees hereunder shall
constitute our representation (which shall survive any payment of such fees and
any termination of this Agreement and shall be reaffirmed each time we accept a
fee hereunder) that our receipt of such fee is lawful.
2. We agree to provide shareholder and administrative services for
our clients who own shares of any Portfolio ("clients"), which services may
include, without limitation, answering client inquiries about the Fund or any
Portfolio; assisting clients in changing dividend options, account designations
and addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; processing purchase and redemption
transactions; investing client account cash balances automatically in Portfolio
shares; providing periodic statements showing a client's account balance and
integrating such statements with those of other transactions and balances in the
client's other accounts serviced by us; arranging for bank wires; and providing
such other information and services as the Fund reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, you recognize that to the extent we are subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of
activities we may undertake and for which we may be paid, we intend to perform
only those activities as are consistent with our statutory and regulatory
obligations. We shall provide to clients a schedule of the services and of any
fees that we may charge directly to them for such services.
3. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial in order to provide such services
contemplated hereunder.
4. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning the Portfolios' shares, except
those contained in the Fund's then-current Prospectus and Statement of
Additional Information, copies of which will be supplied by you to us, or in
such supplemental literature or advertising materials as may be authorized by
you in writing.
5. For all purposes of this Agreement, we will be deemed to be an
independent contractor, and will have no authority to act as agent for you or
the Fund in any matter or in any respect. We and our employees will, upon
request, be available during normal business hours to consult with you or your
designees concerning the performance of our responsibilities under this
Agreement.
6. In consideration of the services and facilities described herein,
we shall be entitled to receive from you, and you agree to pay to us with
respect to each Portfolio, the fees set forth opposite such Portfolio's name on
Schedule 1 hereto. We understand that the payment of these fees has been
authorized and will be paid pursuant to a Distribution and Servicing Plan
approved by the Fund's Board and shareholders, and any payments pursuant to this
Agreement shall be paid only so long as this Agreement and the Distribution and
Servicing Plan adopted by the Fund is in effect.
7. You reserve the right, at your discretion and without notice, to
suspend or withdraw the sale of any Portfolio's shares.
8. We acknowledge that this Agreement shall become effective, as to a
Portfolio, only when approved by vote of a majority of (i) the Fund's Board and
(ii) the Board members
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who are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
9. As to each Portfolio, this Agreement shall continue until the last
day of the calendar year next following the date of execution, and thereafter
shall continue automatically for successive annual periods ending on the last
day of each calendar year, provided such continuance is approved specifically at
least annually by a vote of a majority of (i) the Fund's Board and (ii) the
Directors who are not "interested persons" (as defined in the Act) of the Fund
and have no direct or indirect financial interest in 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 is terminable without penalty, at any time,
by vote of a majority of the Directors who are not "interested persons" (as
defined in the Act) and have no direct or indirect financial interest in this
Agreement or, on not more than 60 days' written notice, by vote of holders of a
majority of a Portfolio's outstanding shares, or, upon 15 days' notice, by you.
Notwithstanding anything contained herein, if the Distribution and Servicing
Plan adopted by the Fund is terminated by the Fund's Board, or the Distribution
and Servicing Plan, or any part thereof, is found invalid or is ordered
terminated by any regulatory or judicial authority, or we fail to perform the
distribution and servicing functions contemplated by the Fund or by you, this
Agreement shall be terminable effective upon receipt of notice thereof by us.
This Agreement also shall terminate automatically, as to the relevant Portfolio,
in the event of its assignment (as defined in the Act).
10. We understand that the Fund's Board will review, at least
quarterly, a written report of the amounts expended pursuant to this Agreement
and the purposes for which such expenditures were made. In connection with such
reviews, we will furnish you or your designees with such information as you or
they may reasonably request and will otherwise cooperate with you and your
designees (including, without limitation, any auditors designated by you), in
connection with the preparation of reports to the Fund's Board concerning this
Agreement and the monies paid or payable by you pursuant hereto, as well as any
other reports or filings that may be required by law.
11. All communications to you shall be sent to you at the address set
forth above. Any notice to us shall be duly given if mailed or telegraphed to
us at the address set forth below.
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12. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of conflict
of laws.
Very truly yours,
__________________________________________
(Please Print or Type Name of Entity)
__________________________________________
Address
__________________________________________
City State Zip Code
Date____________________ By:_______________________________________
Authorized Signature
NOTE: Please return both signed copies of this Agreement to Lazard Freres &
Co. LLC. Upon acceptance one countersigned copy will be returned for
your files.
Accepted:
LAZARD FRERES & CO. LLC
Date _________________________ By:____________________________
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SCHEDULE 1
Distribution and Servicing Plan Agreement
between
LAZARD FRERES & CO. LLC
and
__________________________________
American National Insurance
Fee at an Annual Rate as a
Percentage of Average Daily
Net Asset Value of
Portfolio Shares Owned by
Clients*
--------
Name of Portfolio* Fee
------------------ ---
Lazard Retirement Bantam Value Portfolio .25
Lazard Retirement Emerging Markets Portfolio .25
Lazard Retirement Equity Portfolio .25
Lazard Retirement Global Equity Portfolio .25
Lazard Retirement International Equity Portfolio .25
Lazard Retirement International Fixed-Income Portfolio .25
Lazard Retirement International Small Cap Portfolio .25
Lazard Retirement Small Cap Portfolio .25
Lazard Retirement Strategic Yield Portfolio .25
Document2
Dated: June 30, 1997
______________
* For purposes of determining the fees payable hereunder, the average daily
net asset value of each Portfolio's shares shall be computed in the manner
specified in the Fund's charter documents and then-current Prospectus and
Statement of Additional Information.
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