Lazard Retirement Series, Inc. |
Other Information |
(unaudited) |
Proxy Voting
A description of the policies and procedures used to determine how proxies relating to Fund portfolio securities are voted is available (1) without charge, upon request, by calling (800) 823-6300 or (2) on the Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov.
The Fund’s proxy voting record for the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling (800) 823-6300 or (2) on the SEC’s website at http://www.sec.gov. Information as of June 30 each year will generally be available by the following August 31.
Form N-Q
The Fund files a complete schedule of each Portfolio’s holdings for the first and third quarters of its fiscal year with the SEC on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Board Consideration of Management Agreement
At the meeting of the Fund’s Board held on December 17, 2007, the Board considered the approval of new Management Agreements between the Fund, on behalf of three new portfolios of the Fund, Lazard Retirement U.S. Small Cap Equity Value Portfolio (the “Retirement Small Cap Value Portfolio”), Lazard Retirement Global Equity Income Portfolio (the “Retirement Global Equity Income Portfolio”) and Lazard Retirement Capital Allocator Opportunistic Strategies Portfolio (the “Retirement Capital Allocator Portfolio,” and collectively with the Retirement Small Cap Value Portfolio and the Retirement Global Equity Income Portfolio, the “New Portfolios”), and the Investment Manager. The Independent Directors were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Investment Manager.
Services Provided
At the Board meeting, representatives of the Investment Manager gave a presentation to the Board about the nature, extent and quality of services that the Investment Manager intends to provide to the Fund’s New Portfolios, including a discussion of the Investment Manager and its clients (of which the Lazard Funds complex of 17 funds comprised approximately $9 billion of the approximately $128 billion of total assets under the management of the Investment Manager and its global affiliates). The representatives of the Investment Manager noted that the Investment Manager is intended to provide realized benefits to the New Portfolios through substantial investment in the Investment Manager’s global investment advisory business, including technology and operational support and significant marketing infrastructure across broad distribution channels. The Directors also considered information provided by the Investment Manager regarding its personnel, resources, business reputation, financial condition and experience. The Directors agreed that the New Portfolios were expected to benefit from the extensive services of the Investment Manager’s global platforms, and that such services would be greater than those typically provided to a $9 billion fund complex. The representatives of the Investment Manager reviewed the New Portfolio’s distribution channels and the relationships the Investment Manager has with various intermediaries and the different needs of each.
Representatives of the Investment Manager discussed the nature, extent and quality of the services that would be provided by the Investment Manager to each New Portfolio. The Directors considered the various services to be provided by the Investment Manager to each New Portfolio and considered the Investment Manager’s research and portfolio management capabilities and that the Investment Manager also provides oversight of day-to-day operations of the Fund and would provide oversight for the New Portfolios, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Directors also considered the Investment Manager’s extensive administrative, accounting and compliance infrastructure and agreed that the New Portfolios were expected to benefit from the extensive services of the Investment Manager’s global platforms, and that such services would be greater than those typically provided to a fund if it were not managed by a large, global firm such as the Investment Manager.
36
Lazard Retirement Series, Inc. |
Other Information (continued) |
(unaudited) |
Comparative Performance and Fees and Expenses
Performance. Representatives of the Investment Manager gave a presentation at a special Board meeting in November 2007 on the strategies to be employed for each New Portfolio and the New Portfolio’s portfolio management team, including professional biographies for the proposed portfolio managers. The Directors considered the performance of a composite of accounts managed by the portfolio managers in similar strategies to those contemplated for each New Portfolio, noting that the composites had achieved attractive performance.
Advisory Fees and Expenses. Representatives of the Investment Manager reviewed the advisory fee and anticipated expense ratio for each New Portfolio and the comparisons provided by Lipper, an independent provider of investment company data. Lipper compared projected expenses and contractual advisory fees for portfolios of The Lazard Funds, Inc. (another registered investment company selling directly to retail and institutional investors and through financial intermediaries and that has the same Board as the Fund) that were substantively identical, from an investment and fee perspective, to each New Portfolio (the “LFI Portfolios”) to a comparison group for the LFI Portfolios chosen by Lipper, noting the assumptions used in the comparisons. The Investment Manager representatives noted that the contractual management fee for the Retirement Small Cap Value Portfolio was at or near the median of the Lipper group, with the total expense ratio somewhat above the median. With respect to the Retirement Global Equity Income Portfolio, the Investment Manager representatives noted that the contractual management fee was approximately at the median of the Lipper group (for Open shares) and above the Lipper group median (for Institutional shares) and that the total expense ratio was above the median. The Investment Manager representatives noted that the contractual management fee for the Retirement Capital Allocator Portfolio was slightly above the median of the Lipper group and that the total expense ratio was below (for Open shares) and above (for Institutional shares) the Lipper group median. Given the start-up nature of the New Portfolios, the Investment Manager representatives noted, and the Directors considered, that the Investment Manager would waive advisory fees and/or reimburse expenses to achieve competitive expense ratios.
Investment Manager Profitability and Economies of Scale
Representatives of the Investment Manager noted discussions regarding considerations of profitability and economies of scale in respect of the Fund’s existing Portfolios and noted that because the New Portfolios are newly formed, have not commenced operations, and the eventual aggregate amount of each New Portfolio’s assets was uncertain, the Investment Manager was not able to provide the Board with specific information concerning the cost of services to be provided to the New Portfolio and the expected profits to be realized by the Investment Manager and its affiliates from their relationships with the New Portfolios and the extent to which economies of scale would be realized as the New Portfolios grow and whether fee levels would reflect such economies of scale, if any. The Board determined that it would revisit this issue no later than when it next reviewed the investment advisory fee in connection with renewal of the Management Agreements. The Directors also considered potential benefits to the Investment Manager and its affiliates from acting as investment adviser to the New Portfolios and referred to previous discussion of soft dollar arrangements with respect to portfolio transactions.
At the conclusion of these discussions, each of the Directors expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to the approval of Management Agreements with respect to the New Portfolios. Based on its discussions and considerations as described above, the Board made the following conclusions and determinations.
The Board concluded that the nature, extent and quality of the services to be provided by the Investment Manager are adequate and appropriate, especially including the benefits of advisory and research services associated with a $128 billion global asset management business.
The Board was satisfied with the resources the Investment Manager was to devote to management of the New Portfolios.
The Board concluded that each New Portfolio’s fee to be paid to the Investment Manager was reasonable in light of the services to be provided and comparative expense and advisory fee information and anticipated benefits to be derived by the Investment Manager from the relationship with the New Portfolio.
37
Lazard Retirement Series, Inc. |
Other Information (concluded) |
(unaudited) |
The Board considered these conclusions and determinations in their totality and, without any one factor being dispositive, determined that approval of the Management Agreement for each New Portfolio was in the best interests of the New Portfolio and its shareholders.
38
Lazard Retirement Series, Inc.
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-887-4929
http://www.LazardNet.com
Investment Manager
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112-6300
Telephone: 800-887-4929
Distributor
Lazard Asset Management Securities LLC
30 Rockefeller Plaza
New York, New York 10112-6300
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Transfer Agent and Dividend Disbursing Agent
Boston Financial Data Services, Inc.
P.O. Box 8514
Boston, Massachusetts 02266-8514
Telephone: 800-986-3455
Independent Registered Public Accounting Firm
Anchin, Block & Anchin LLP
1375 Broadway
New York, New York 10018
http://www.anchin.com
Legal Counsel
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
http://www.stroock.com
Performance information as of the most recent month end is available online at www.LazardNet.com.
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-6300
800-887-4929
www.LazardNet.com
© 2008 Lazard Asset Management LLC
6/08 LZDPS010

ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Directors during the period covered by this report. A description of these procedures can be found in the proxy statement for the Registrant's most recent shareholder meeting, which is available at www.sec.gov.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(b) Certifications of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Lazard Retirement Series, Inc.
By | | /s/ Charles Carroll |
| | Charles Carroll |
| | Chief Executive Officer |
|
Date | | September 4, 2008 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | | /s/ Charles Carroll |
| | Charles Carroll |
| | Chief Executive Officer |
|
Date | | September 4, 2008 |
|
By | | /s/ Stephen St. Clair |
| | Stephen St. Clair |
| | Chief Financial Officer |
|
Date | | September 4, 2008 |