LAZARD RETIREMENT SERIES, INC.
AGREEMENT PURSUANT TO RULE 22c-2
This Agreement is entered into as of the date indicated below, by and between
Lazard Asset Management Securities LLC ("Fund Agent") and the counterparty
signing below ("Intermediary"), acting on behalf of Valley Forge Life Insurance
Company and its separate accounts that use a portfolio of Lazard Retirement
Series, Inc. (the "Fund") as an underlying investment medium, pursuant to Rule
22c-2 (the "Rule") under the Investment Company Act of 1940, as amended.
Capitalized terms not otherwise defined are defined in Section 3 of this
Agreement.
The terms and conditions of this Agreement are as follows:
1. Shareholder Information.
(a) Agreement to Provide Information. Intermediary agrees to provide
the Fund, upon written request (which may include electronic writings and
facsimile transmissions, a "Request"), the taxpayer identification number (the
"TIN"), if known, of any or all Shareholder(s) who have purchased, redeemed,
transferred or exchanged Fund shares ("Shares") held through an account with
Intermediary (an "Account") during the period covered by the Request and the
amount, date, name or other identifier of any investment professional(s)
associated with the Shareholder(s) or Account (if known), and transaction type
(purchase, redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares. ("Transaction Information")
(i) Period and Frequency Covered by Request. Fund requests for Shareholder
Information shall be made no more frequently than quarterly except as the
Fund deems necessary to investigate compliance with policies established by
the Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding shares issued by the Fund. Requests must set forth
a specific period, not to exceed 90 days from the date of the Request for
which Transaction Information is sought. The Fund may request Transaction
Information older than 90 days from the date of the Request as it deems
necessary to investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any dilution of the value of its
Shares.
(ii) Form and Timing of Response. Intermediary agrees to transmit the requested
Transaction Information that is on its books and records to the Fund or its
designee promptly, but in any event not later than 10 business days after
receipt of a Request. To the extent practicable, the format for any
Transaction Information provided to the Fund should be consistent with the
NSCC Standardized Data Report Format, or any other format acceptable to the
Fund.
(iii) Limitations on Use of Transaction Information.. The Fund agrees to only
use the Transaction Information for the purposes of identifying
Shareholders who may be violating the Funds policies and procedures with
respect to dilution of the Fund's value as contemplated by the Rule or to
fulfill other regulatory or legal requirements subject to the privacy
provisions of Title V of the ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Act (Public Law 106-102)
and comparable state laws. The Fund agrees that the Transaction Information
is confidential and that the Fund will not share the Shareholder
Information externally, unless the Intermediary provides the Fund with
prior written consent to share such Transaction Information. The Fund
further agrees not to share the Transaction Information internally, except
on a "need to know basis." The Fund further agrees that in the event of a
breach of confidentiality with respect to Transaction Information, the Fund
will notify the Intermediary immediately.
(b) Agreement to Restrict Trading. Intermediary agrees to execute
written instructions from the Fund (which may include electronic writings and
facsimile transmissions) to prohibit further purchases or exchanges of Shares by
a Shareholder that has been identified by the Fund as having engaged in
transactions in Shares (directly or indirectly through an Account) that violate
policies established by the Fund for the purpose of eliminating or reducing any
dilution of the value of its Shares.
(i) Form of Instructions. Instructions must include the
TIN, if known, and the specific prohibition(s) to be
executed. If the TIN is not known, the instructions
must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
(ii) Timing of Response. Intermediary agrees to execute
instructions as soon as reasonably practicable, but
not later than ten business days after receipt of the
instructions by Intermediary.
(iv) Confirmation by Intermediary. Intermediary agrees to provide written
confirmation to the Fund as soon as reasonably practicable that
instructions have been executed, but not later than 10 business days after
the instructions have been executed.
(v) Redemption Fees. The Fund is currently not subject to a redemption fee. If
the Fund ultimately decides to impose a redemption fee on variable
contracts, the Fund agrees to notify the Intermediary at least six (6)
months in advance so that the Intermediary can program its systems to
administer the fee.
2. Share Holdings Through Indirect Intermediaries. Intermediary will use best
efforts to determine, promptly upon the request of the Fund, but not later than
five business days after receipt of the Request by Intermediary, whether any
other person that holds Shares through Intermediary is an "indirect
intermediary" as defined in the Rule ("Indirect Intermediary") and, upon further
request from the Fund:
(a) provide (or arrange to have provided) the identification and Transaction
Information set forth in Section l(a) of this Agreement regarding a
Shareholder who hold Shares through the Indirect Intermediary; or
(b) prohibit the indirect intermediary from purchasing Shares on behalf of
itself or other persons.
3. Definitions. For purposes of this paragraph:
(a) The term "Fund" includes not only Lazard Retirement Series, Inc., but also
Fund Agent, as distributor of its Shares, and the transfer agent of Shares,
each acting on behalf of Lazard Retirement Series, Inc.
(b) The term "Shareholder" means any person that is a party to a variable
annuity or variable life insurance contract with the Insurance Company that
uses a portfolio of the Fund as an underlying investment medium.
(c) The term "Purchase" means a transaction that is initiated or directed by a
Shareholder that results in a transfer of assets within a Contract to a
Fund, but does not include transactions that are executed: (i)
automatically pursuant to a contractual or systematic program or enrollment
such as transfer of assets within a Contract to a Fund as a result of
"dollar cost averaging" programs, insurance company approved asset
allocation programs, or automatic rebalancing programs; (ii) pursuant to a
Contract death benefit; (iii) one-time step-up in Contract value pursuant
to a Contract death benefit; (iv) allocation of assets to a Fund through a
Contract as a result of payments such as loan repayments, scheduled
contributions, retirement plan salary reduction contributions, or planned
premium payments to the Contract; or (v) prearranged transfers at the
conclusion of a required free look period.
(d) The term "Redemption" means a transaction that is initiated or directed by
a Shareholder that results in a transfer of assets within a Contract out of
a Fund, but does not include transactions that are executed: (i)
automatically pursuant to a contractual or systematic program or
enrollments such as transfers of assets within a Contract out of a Fund as
a result of annuity payouts, loans, systematic withdrawal programs,
insurance company approved asset allocation programs and automatic
rebalancing programs; (ii) as a result of any deduction of charges or fees
under a Contract; (iii) within a Contract out of a Fund as a result of
scheduled withdrawals or surrenders from a Contract; or (iv) as a result of
payment of a death benefit from a Contract.
4. Term. This Agreement will remain in effect so long as Intermediary is deemed
to be a "financial intermediary" (as defined in the Rule) with respect to Lazard
Retirement Series, Inc. This Agreement will terminate upon the termination of
the applicable Fund Participation Agreements
5. Other Agreements; Amendments.
(a) Construction of the Agreement; Fund Participation Agreements. The parties
have entered into one or more Fund Participation Agreements between or
among them for the purchase and redemption of shares of the Funds by the
Accounts in connection with the Contracts. The Fund Participation
Agreements are hereby incorporated by reference into this Agreement, as
this Agreement is intended to be a supplement to the Fund Participation
Agreements. To the extent the terms of this Agreement conflict with the
terms of a Fund Participation Agreement, the terms of this Agreement shall
control.
(b) No modification or waiver of any provisions of this Agreement will be
binding unless in writing and executed by the party to be bound thereby.
6. No Agency. Nothing in this Agreement shall be construed to establish a joint
venture between Fund Agent and Intermediary or establish either as an agent,
partner or employee of the other.
7. Governing Law. This Agreement shall be construed in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles.
8. Notices. Requests for Transaction Information must be sent in writing to the
following address:
Phoenix Life Insurance Company
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Phoenix Life Insurance Company on behalf of Valley Forge Life Insurance Company
and its separate accounts that use a portfolio of the Fund as an underlying
investment medium.
Date: 03/20/07 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: SVP, L&A Fin & Inf Mgmt
Please return two signed copies of this Agreement to Lazard Asset Management
Securities LLC, and one fully executed copy will be returned.
Accepted:
LAZARD ASSET MANAGEMENT SECURITIES LLC
Date: 3/27/07 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Deputy Chairman