Correspondence 0000930413-24-001302 from LAZARD RETIREMENT SERIES INC (CIK 0001033669)
LAZARD RETIREMENT SERIES INC (CIK 0001033669)
Date: April 17, 2024 · CIK: 0001033669 · Accession: 0000930413-24-001302
AI Filing Summary & Sentiment
File numbers found in text: 333-22309, 811-08071
Letter
VIA EDGAR CORRESPONDENCE Division of Investment Management Washington, D.C. 20549 Re: Lazard Retirement Series, Inc. (the “Registrant”) SEC File Nos. 333-22309 and 811-08071 Post-Effective Amendment No. 92 to the Registration Statement on Form N-1A
Dear Ms. O’Neal:
On behalf of Lazard Retirement Series, Inc. (the “Fund”), on April 12, 2024 we filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), Post-Effective Amendment No. 93 (the “Amendment”) to the Fund’s Registration Statement on Form N-1A (the “Registration Statement”). The Amendment relates to Post-Effective Amendment No. 92 (“Amendment No. 92”) to the Registration Statement, filed on February 14, 2024, which was filed to effect certain previously-effective changes to Lazard Retirement US Small Cap Equity Select Portfolio (formerly known as Lazard Retirement US Small-Mid Cap Equity Portfolio).
The Amendment responds to comments of the staff (the “Staff”) of the Commission on Amendment No. 92 that were provided to the undersigned and Sarah Yan of this office by you via telephone on April 1, 2024.
For the convenience of the Staff, and for completeness purposes, the Staff’s comments have been restated below in their entirety, and the response is set out immediately following each comment. We have considered comments made by the Staff with respect to one section of the Registration Statement as applicable to similar disclosure elsewhere in the Registration Statement. Capitalized terms used but not defined herein have the meanings assigned to them in the Amendment.
1. Comment: Please provide the Staff with the completed fee tables, expense examples and performance presentations at least one week before the effective date of the Amendment.
Response: The completed fee tables, expense examples and performance presentations are attached to this letter as Exhibit A.
2. Comment: The prospectus currently includes disclosure above the annual total returns table discussing changes to benchmark indexes, in accordance with Item 4 of Form N-1A. Please add disclosure above the bar chart to disclose any strategy changes that may have impacted performance during the period covered by the bar chart.
Response: The requested changes have been made in the Amendment.
3. Comment: Please supplementally confirm that, if a Portfolio has changed its primary benchmark, the Portfolio will disclose the previous benchmark and new benchmark together for at least one year.
Response: The Registrant confirms that, if a Portfolio discloses a primary benchmark index that is different from the one used for the immediately preceding fiscal year, the annual average total returns table will include both the new and former indexes.
4. Comment: Please confirm that there will be no recoupment of any fee waivers or expense reimbursements for this Portfolio or any other Portfolios.
Response: The Expense Limitation Agreement contains no provision for recoupment of fee waivers or expense reimbursements, and the Investment Manager has advised us that it will not seek recoupment from any Portfolios for the fee waivers and expense reimbursements as currently in effect pursuant to the Expense Limitation Agreement.
* * *
We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at (212) 649-8707 if you wish to discuss this correspondence further.
Very truly
yours,
/s/ Robert
Spiro
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CORRESP
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filename1.htm
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
ROBERT SPIRO
robert.spiro@dechert.com
+1 212 649 8707 Direct
April 17, 2024
VIA EDGAR CORRESPONDENCE
Deborah O’Neal
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Lazard Retirement Series, Inc. (the “Registrant”)
SEC File Nos. 333-22309 and 811-08071
Post-Effective Amendment No. 92 to the Registration Statement
on Form N-1A
Dear Ms. O’Neal:
On behalf of Lazard Retirement Series, Inc. (the
“Fund”), on April 12, 2024 we filed with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), Post-Effective Amendment No.
93 (the “Amendment”) to the Fund’s Registration Statement on Form N-1A (the “Registration Statement”). The
Amendment relates to Post-Effective Amendment No. 92 (“Amendment No. 92”) to the Registration Statement, filed on February
14, 2024, which was filed to effect certain previously-effective changes to Lazard Retirement US Small Cap Equity Select Portfolio (formerly
known as Lazard Retirement US Small-Mid Cap Equity Portfolio).
The Amendment
responds to comments of the staff (the “Staff”) of the Commission on Amendment No. 92 that were provided to the undersigned
and Sarah Yan of this office by you via telephone on April 1, 2024.
For the convenience of the Staff, and for completeness
purposes, the Staff’s comments have been restated below in their entirety, and the response is set out immediately following each
comment. We have considered comments made by the Staff with respect to one section of the Registration Statement as applicable to similar
disclosure elsewhere in the Registration Statement. Capitalized terms used but not defined herein have the meanings assigned to them in
the Amendment.
1. Comment: Please provide the Staff with the completed fee tables, expense examples and performance presentations at least one
week before the effective date of the Amendment.
Response: The completed fee tables,
expense examples and performance presentations are attached to this letter as Exhibit A.
2. Comment: The prospectus currently includes disclosure above the annual total returns table discussing
changes to benchmark indexes, in accordance with Item 4 of Form N-1A. Please add disclosure above the bar chart to disclose any strategy
changes that may have impacted performance during the period covered by the bar chart.
Response:
The requested changes have been made in the Amendment.
3. Comment: Please supplementally confirm that, if a Portfolio has changed its primary benchmark,
the Portfolio will disclose the previous benchmark and new benchmark together for at least one year.
Response: The Registrant confirms
that, if a Portfolio discloses a primary benchmark index that is different from the one used for the immediately preceding fiscal year,
the annual average total returns table will include both the new and former indexes.
4. Comment: Please confirm that there will be no recoupment of any fee waivers or expense reimbursements
for this Portfolio or any other Portfolios.
Response: The Expense Limitation
Agreement contains no provision for recoupment of fee waivers or expense reimbursements, and the Investment Manager has advised us that
it will not seek recoupment from any Portfolios for the fee waivers and expense reimbursements as currently in effect pursuant to the
Expense Limitation Agreement.
* * *
We believe that the foregoing has
been responsive to the Staff’s comments. Please call the undersigned at (212) 649-8707 if you wish to discuss this
correspondence further.
Very truly
yours,
/s/ Robert
Spiro
Robert Spiro
EXHIBIT A
Lazard Retirement US Equity Concentrated Portfolio
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy,
hold and sell shares of the Portfolio, a series of Lazard Retirement Series, Inc., but does not reflect the fees or charges imposed by
the separate accounts of certain insurance companies (the “Participating Insurance Companies”) under variable annuity contracts
or variable life insurance policies (the “Policies” and each, a “Policy”). If such fees and charges were reflected,
the figures in the table would be higher.
Service Shares
Investor
Shares
Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees
.70%
.70%
Distribution and Service (12b-1) Fees
.25%
None
Other Expenses1
.13%
.13%
Total Annual Portfolio Operating Expenses
1.08%
.83%
1 Based on estimated amounts for the current fiscal year.
Example
This Example is intended to help you compare the cost of investing in
the Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the
time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment
has a 5% return each year and that the Portfolio’s operating expenses remain the same. The Example does not reflect fees and expenses
imposed by the Participating Insurance Companies under the Policies; if they were reflected, the figures in the Example would be higher.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
Service Shares
$ 110
$ 343
Investor Shares
$ 85
$ 265
Lazard Retirement US Sustainable Equity Portfolio
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy,
hold and sell shares of the Portfolio, a series of Lazard Retirement Series, Inc. (the “Fund”), but does not reflect the fees
or charges imposed by the separate accounts of certain insurance companies (the “Participating Insurance Companies”) under
variable annuity contracts or variable life insurance policies (the “Policies” and each, a “Policy”). If such
fees and charges were reflected, the figures in the table would be higher.
Service Shares
Investor
Shares
Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees
.60%
.60%
Distribution and Service (12b-1) Fees
.25%
None
Other Expenses1
.20%
.20%
Total Annual Portfolio Operating Expenses
1.05%
.80%
Fee Waiver and/or Expense Reimbursement2
.05%
.05%
Total Annual Portfolio Operating Expenses After
Fee Waiver and/or Expense Reimbursement
1.00%
.75%
1 Based on estimated amounts for the current fiscal year.
2 Reflects a contractual agreement by Lazard Asset Management LLC (the “Investment Manager”) to waive its fee and, if necessary,
reimburse the Portfolio until May 1, 2025, to the extent Total Annual Portfolio Operating Expenses exceed 1.00% and .75% of the average
daily net assets of the Portfolio’s Service Shares and Investor Shares, respectively, exclusive of taxes, brokerage, interest on
borrowings, fees and expenses of “Acquired Funds,” fees and expenses related to filing foreign tax reclaims and extraordinary
expenses. This expense limitation agreement can only be amended by agreement of the Fund, upon approval by the Fund’s Board of Directors,
and the Investment Manager to lower the net amount shown and will terminate automatically in the event of termination of the Management
Agreement between the Investment Manager and the Fund, on behalf of the Portfolio.
Example
This Example is intended to help you compare the cost of investing in
the Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the
time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment
has a 5% return each year and that the Portfolio’s operating expenses remain the same, giving effect to the expense limitation agreement
in year one only. The Example does not reflect fees and expenses imposed by the Participating Insurance Companies under the Policies;
if they were reflected, the figures in the Example would be higher. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year
3 Years
Service Shares
$ 102
$ 318
Investor Shares
$ 77
$ 240
Lazard Retirement US Small Cap Equity Select Portfolio
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy,
hold and sell shares of the Portfolio, a series of Lazard Retirement Series, Inc. (the “Fund”), but does not reflect the fees
or charges imposed by the separate accounts of certain insurance companies (the “Participating Insurance Companies”) under
variable annuity contracts or variable life insurance policies (the “Policies” and each, a “Policy”). If such
fees and charges were reflected, the figures in the table would be higher.
Service
Shares
Investor
Shares
Annual Portfolio Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment)
Management Fees
.75%
.75%
Distribution and Service (12b-1) Fees
.25%
None
Other Expenses
.38%
.38%1
Total Annual Portfolio Operating Expenses
1.38%
1.13%
Fee Waiver and/or Expense Reimbursement2
.23%
.13%
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement
1.15%
1.00%
1 Based on estimated amounts for the current fiscal year, using amounts for Service Shares from the last fiscal year.
2 Reflects a contractual agreement by Lazard Asset Management LLC (the “Investment Manager”) to waive its fee and, if necessary,
reimburse the Portfolio until May 1, 2025, to the extent Total Annual Portfolio Operating Expenses exceed 1.15% and 1.00% of the average
daily net assets of the Portfolio’s Service Shares and Investor Shares, respectively, exclusive of taxes, brokerage, interest on
borrowings, fees and expenses of “Acquired Funds,” fees and expenses related to filing foreign tax reclaims and extraordinary
expenses. This expense limitation agreement can only be amended by agreement of the Fund, upon approval by the Fund’s Board of Directors,
and the Investment Manager to lower the net amount shown and will terminate automatically in the event of termination of the Management
Agreement between the Investment Manager and the Fund, on behalf of the Portfolio.
Example
This Example is intended to help you compare the cost of investing in
the Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the
time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment
has a 5% return each year and that the Portfolio’s operating expenses remain the same, giving effect to the expense limitation agreement
in year one only. The Example does not reflect fees and expenses imposed by the Participating Insurance Companies under the Policies;
if they were reflected, the figures in the Example would be higher. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
1 year
3 years
5 years
10 years
Service Shares
$ 117
$ 414
$ 733
$ 1,637
Investor Shares
$ 102
$ 368
$ 654
$ 1,468
Performance Bar Chart and Table
Year-by-Year Total Returns for Service Shares
As of 12/31
The accompanying bar chart and table provide some indication of the
risks of investing in Lazard Retirement US Small Cap Equity Select Portfolio by showing the Portfolio’s year-by-year performance
and its average annual performance compared to that of a broad measure of market performance. The bar chart shows how the performance
of the Portfolio’s Service Shares has varied from year to year over the past 10 calendar years. Effective September 1, 2023, certain
changes were made to the Portfolio’s principal investments strategies, including removing mid-capitalization companies from its
policy with respect to the investment of 80% of its assets. The Portfolio’s performance information prior to September 1, 2023 relates
only to the Portfolio’s prior principal investment strategies. Performance information does not reflect the fees or charges imposed
by the Participating Insurance Companies under
the Policies, and such fees will have the effect of reducing performance.
Updated performance information is available at www.lazardassetmanagement.com or by calling (800) 823-6300. The Portfolio’s past
performance is not necessarily an indication of how the Portfolio will perform in the future.
As a new share Class, past performance information is not available
for Investor Shares as of the date of this Prospectus. Investor Shares would have had annual returns substantially similar to those of
Service Shares because the shares are invested in the same portfolio of securities, and the annual returns would differ only to the extent
of the different expense ratios of the Classes.
Average Annual Total Returns
(for the periods ended December 31, 2023)
Effective as of September 1, 2023, the Russell 2000 Index replaced the
Russell 2500 Index as the Portfolio’s primary index. The Investment Manager believes that the new index provides a more appropriate
comparison of Portfolio performance than the prior index.
Effective as of May 1, 2024, the Russell 3000 Index replaced the Russell
2000 Index as the Portfolio’s broad-based securities market index. The Russell 3000 Index was selected in connection with certain
regulatory requirements to provide a broad measure of market performance.
Inception
Date
1 Year
5 Years
10 Years
Life of
Portfolio
Service Shares
11/04/1997
10.02%
9.10%
6.73%
7.43%
Russell 3000 Index
(reflects no deduction for fees, expenses or taxes)
25.96%
15.16%
11.48%
8.37%
Russell 2000 Index
(reflects no deduction for fees, expenses or taxes)
16.93%
9.97%
7.16%
7.40%
Russell 2500 Index
(reflects no deduction for fees, expenses or taxes)
17.42%
11.67%
8.36%
8.74%
Russell 2000/2500 Linked Index
(reflects no deduction for fees, expenses or taxes)
17.74%
4.34%
11.73%
8.39%
Lazard Retirement US Systematic Small Cap Equity Portfolio
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy,
hold and sell shares of the Portfolio, a series of Lazard Retirement Series, Inc., but does not reflect the fees or charges imposed by
the separate accounts of certain insurance companies (the “Participating Insurance Companies”) under variable annuity contracts
or variable life insurance policies (the “Policies” and each, a “Policy”). If such fees and charges were reflected,
the figures in the table would be higher.
Service Shares
Investor
Shares
Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees
.70%
.70%
Distribution and Service
(12b-1) Fees
.25%
None
Other Expenses1
.13%
.13%
Total Annual Portfolio
Operating Expenses
1.08%
.83%
1 Based on estimated amounts for the current fiscal year.
Example
This Example is intended to help you compare the cost of investing in
the Portfolio with the cost of investing in other mutual funds.
The Ex