Form 485BPOS LAZARD RETIREMENT SERIES

Exhibit (d)(2)

 

LAZARD ASSET MANAGEMENT LLC

30 Rockefeller Plaza

New York, New York 10112

 

Effective April 29, 2022

 

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

SCHEDULE A

 

	Maximum Total Portfolio Operating Expenses (as a percentage of average daily net assets)
Name of Portfolio	Service Shares	Investor Shares
Until April 29, 2023
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	1.40%	1.15%
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 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%
Lazard Retirement US Sustainable Equity Portfolio	1.00%	.75%
Until October 29, 2023
Lazard Retirement US Systematic Small Cap Equity Portfolio	1.15%	.90%

 

1	Until April 29, 2032.

Exhibit (i)(14)

 

 

April 8, 2022

 

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 $0.001 per share, of the Company, classified and designated as Service Shares and Investor Shares of Lazard Retirement US Systematic Small Cap 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 8, 2022

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 8, 2022

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 federal law or the laws of any other jurisdiction. 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

 

029054-213300

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 11, 2022 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, 2021, 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 8, 2022

 

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