Exhibit 23(d)
Document 1
MANAGEMENT AGREEMENT
AGREEMENT made as of this 19th day of May, 1993 by and between LORD XXXXXX
SECURITIES TRUST, a Delaware business trust (hereinafter called the "Trust"), on
behalf of each Series of the Trust (hereinafter called the "Series") and LORD,
XXXXXX & CO., a New York partnership (hereinafter called the "Investment
Manager").
WHEREAS, the Trust, on behalf of each Series thereof, desires to obtain the
investment management services of the Investment Manager and the Investment
Manager is willing to provide services of the nature desired upon the terms and
conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. The Trust, on behalf of each Series thereof, hereby employs the
Investment Manager under the terms and conditions of this Agreement, and the
Investment Manager hereby accepts such employment and agrees to perform
supervisory functions of the Trust with respect to the investment and
reinvestment of its property and assets (whether or not held in trust or in the
custody of a bank or trust company subject to the Trust's direction or control)
including, without limitation, the supervision of its investment portfolios and
the recommendation of investment policies and procedures within the limitations
set forth in the Trust's Registration Statement on file with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended (the "Act").
The Investment Manager agrees to maintain an adequate
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organization of competent persons to perform the supervisory functions mentioned
herein.
All recommendations with respect to the investment portfolios will be made
to the Trust's trading department which, with the approval of authorized
officers of the Trust, will execute all trades in accordance with the Trust's
investment procedures.
The Investment Manager reserves the right, in its discretion, to purchase
or otherwise obtain statistical information and services from other sources,
including affiliated persons of the Investment Manager.
Notwithstanding the provisions of this paragraph 1, the investment policies
and procedures and all other actions of the Trust are, and shall at all times
be, subject to the control and direction of its trustees.
2. Each Series of the Trust will pay the Investment Manager for its
services under this Agreement and for the expenses assumed an annual management
fee computed and payable monthly, at a percentage of the average daily net
assets of such Series as set forth in an Addendum to this Agreement between the
Investment Manager and the Trust on behalf of such Series. The value of the net
assets of the Series shall include all assets held in trust or in custody of any
bank, savings bank or trust company for the Series, subject to its control or
direction, and shall be determined as provided in the Declaration and Agreement
of Trust of the Trust. The fee shall be paid on the first day of each month for
the preceding month.
While recognizing that principal transactions, including riskless principal
transactions, are not afforded the protection of the safe harbor in Section 28
(e) of the Securities Exchange Act of
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1934, the Investment Manager may receive research and other statistical
information from broker-dealers and from other sources and, in accordance with
said Section 28(e), a broker-dealer may be paid a commission for a transaction
involving portfolio securities of the Trust exceeding the amount another
broker-dealer would have charged for the same transaction if it is determined by
the Investment Manager in good faith that such amount of commission is
reasonable in relation to the value of the research services provided by the
executing broker-dealer, viewed in terms of either the particular transaction or
the overall responsibilities of the Investment Manager with respect to the Trust
and other accounts (investment companies and other investment clients) with
respect to which it exercises investment discretion. Such research services may
be used by the Investment Manager in serving all its accounts, and not all of
such research services need necessarily be used by the Investment Manager in
connection with its services to the Trust.
It is understood that any supplemental advisory or statistical services
which may be provided to the Trust or to the Investment Manager from time to
time by independent broker-dealers or persons other than the Investment Manager,
for whatever reason, shall not reduce the amount of the fees payable to the
Investment Manager hereunder. It is recognized that such supplementary advisory
or statistical services may be useful to the Investment Manager and the Trust,
but their value is indeterminable and is not to be considered a substitute for
the services provided by the Investment Manager hereunder.
3. It is understood that the services of the Investment Manager are not
deemed to be exclusive, and nothing in this Agreement
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shall prevent the Investment Manager, or any officer, director, partner or
employee thereof, from providing similar services to other investment companies
and other clients (whether or not their investment objectives and policies are
similar to those of the Trust) or to engage in other activities. When other
clients of the Investment Manager desire to purchase or sell the same portfolio
security at the same time as the Trust, it is understood that such purchases and
sales will be made as nearly as practicable on a pro rata basis in proportion to
the amounts desired to be purchased or sold by each client.
4. The Trust, on behalf of each Series thereof, will, at its own expense,
furnish to the Investment Manager periodic (but not less than semi-annually)
statements of its books of account, including balance sheets and earnings
statements, and all other information which may reasonably be required, from
time to time, by the Investment Manager, and will, at its own expense, at all
times keep the Investment Manager fully advised as to the cash, securities and
other property then comprising its assets, and furnish daily detailed price
makeup sheets with respect to its investment portfolio and its shares of
beneficial interests outstanding.
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5. The Investment Manager shall be under no obligation to pay any fees,
costs, expenses or other charges of the Trust, except for the compensation of
its officers, the compensation, if any, of its trustees who are affiliated with
the Investment Manager, the rental for its office space, and the ordinary and
necessary office and clerical expenses relating to research, statistical work
and supervision of each Series' investment portfolio, to be performed by the
Investment Manager under paragraph 1 of this Agreement. Each Series of the Trust
will pay its own fees, costs, expenses or charges relating to its assets and
operations, including without limitation: office and clerical expenses not
relating to research, statistical work and supervision of its investment
portfolio; fees and expenses of trustees not affiliated with the Investment
Manager; governmental fees; interest charges; taxes; association membership
dues; fees and charges for legal and auditing services; fees and expenses of any
custodians or trustees with respect to custody of its assets; fees, charges and
expenses of dividend disbursing agents, registrars and transfer agents
(including the cost of keeping all necessary shareholder records and accounts,
and of handling any problems relating thereto and the expense of furnishing to
all shareholders statements of their accounts after every transaction including
the expense of mailing); costs and expenses of repurchase and redemption of its
shares; costs and expenses of preparing, printing and mailing to shareholders
ownership certificates, proxy statements and materials, prospectuses, reports
and notices; costs of preparing reports to governmental agencies; brokerage fees
and commissions of every kind and expenses in connection with the execution of
portfolio security transactions (including the cost of any service or agency
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designed to facilitate the purchase and sale of portfolio securities); and all
postage, insurance premiums, and any other fee, cost, expense or charge of any
kind incurred by and on behalf of the Trust and not expressly assumed by the
Investment Manager under this Agreement.
Notwithstanding the above, to encourage sales of shares
of beneficial interest in any Series of the Trust, the Investment Manager may,
but is not required to, waive its fee hereunder attributable to such Series and
directly pay or reimburse the Trust for any portion of the operating expenses of
such Series not expressly assumed by the Investment Manager under this
Agreement. The amount of any such expenses so voluntarily paid or reimbursed by
the Investment Manager shall be paid back to the Investment Manager by the
applicable Series of the Trust without interest to the extent provided as
follows. No such pay-back will be made prior to the first day of the calendar
quarter after the net assets of such Series first reach $50 million (the
"commencement date"). Thereafter, if the ratio of operating expenses of such
Series (determined before taking into account any fee waiver or payment or
reimbursement of expenses by the Investment Manager) to average net assets
("expense ratio") is less than the percentage set forth in an Addendum to this
Agreement between the Investment Manager and the Trust on behalf of such Series,
such Series shall repay the Investment Manager an amount equal in dollars to the
difference between the expenses included in the determination of such expense
ratio and the expenses required to achieve such percentage set forth in the
addendum to this Agreement. The expense ratios will be determined on a full
fiscal year basis and, if the commencement date does not begin at the start of a
fiscal
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year, the determination will be based on the remaining portion of the fiscal
year annualized. Any such repayments shall be made promptly (but in any event
within 60 days) after the end of the fiscal years of the Series with respect to
which they are payable, and no such repayment shall exceed the amount of the
expenses of the applicable Series paid or reimbursed by the Investment Manager
and not previously paid back. The amount of any expenses of a Series paid or
reimbursed that is subject to the repayment provisions of this paragraph and not
repaid as provided above prior to termination of this Agreement, or by the end
of the fifth full fiscal year after the commencement date that shares of the
Series are first publicly sold, whichever first occurs, shall not be repaid to
the Investment Manager.
Notwithstanding any other provision of this Agreement, if expenses
(including management fees hereunder but excluding interest, taxes, brokerage
fees, and where permitted, extraordinary expenses) borne by the Trust in any
fiscal year exceed expense limitations applicable to the Trust imposed by state
securities administrators, as such limitations may be lowered or raised from
time to time, the Investment Manager will reimburse the applicable Series of the
Trust for any such excess. If the Investment Manager pays for other expenses of
the Trust or furnishes without charge to the Trust services the cost of which is
to be borne by the Trust under this Agreement, the Investment Manager shall not
be deemed to have waived its rights under this Agreement to have the Trust pay
for such expenses or provide or pay for such services in the future. The
Investment Manager may also advance the payment of expenses, subject to
reimbursement by the Trust in the ordinary course of business.
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6. The Investment Manager agrees that it shall observe and be bound by all
of the provisions of the Declaration and Agreement of Trust (including any
amendments thereto) of the Trust which shall in any way limit or restrict or
prohibit or otherwise regulate any action by the Investment Manager.
7. Other than to abide by the provisions hereof and render the services
called for hereunder in good faith, the Investment Manager assumes no
responsibility under this Agreement and, having so acted, the Investment Manager
shall not be held liable or accountable for any mistakes of law or fact, or for
any error or omission of its officers, directors, partners or employees, or for
any loss or damage arising or resulting therefrom suffered by the Trust or any
of its shareholders, creditors, trustees or officers; provided however, that
nothing herein shall be deemed to protect the Investment Manager against any
liability to the Trust or to its shareholders by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder, or by
reason of the reckless disregard of its obligations and duties hereunder. The
Investment Manager shall not be responsible for any action of the Trustees of
the Trust in following or declining to follow any advice or recommendation of
the Investment Manager.
8. Neither this Agreement nor any other transaction between the parties
hereto pursuant to this Agreement shall be invalidated or in any way affected by
the fact that any or all of the trustees, officers, shareholders, or other
representatives of the Trust are or may be interested in the Investment Manager,
or any successor or assignee thereof, or that any or all of the officers,
partners, or other representatives of the Investment Manager are or may be
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interested in the Trust, except as otherwise may be provided in the Act. The
Investment Manager in acting hereunder shall be an independent contractor and
not any agent of the Trust.
9. This Agreement shall become effective upon the date hereof and shall
continue in force until January 30, 1995, and is renewable annually thereafter
by specific approval of the trustees of the Trust or by vote of a majority of
the outstanding voting securities of the Trust; any such renewal shall be
approved by the vote of a majority of the trustees who are not parties to this
Agreement or interested persons of the Investment Manager or of the Trust, cast
in person at a meeting called for the purpose of voting on such renewal.
This Agreement may be terminated without penalty at any time by the
trustees of the Trust on 60 days' written notice. This Agreement shall
automatically terminate in the event of its assignment. The terms "interested
persons", "assignment" and "vote of a majority of the outstanding voting
securities" shall have the same meaning as those terms are defined in the Act.
10. The Investment Manager reserves the right to grant the use of the name
"LORD XXXXXX" or "LORD, XXXXXX & CO.", or any derivative thereof, or any other
part of the name of the Trust or any Series, to any other investment company,
any series of an investment company or any business enterprise. The Investment
Manager reserves the right to withdraw from the Trust the use of the name "LORD
XXXXXX" and the use of its registered service xxxx; at such time of withdrawal
of the right to use the name "LORD XXXXXX", the Investment Manager agrees that
the question of continuing this Agreement may be submitted to a vote of the
Trust's shareholders. In the event of
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such withdrawal or the termination of this Agreement, for any reason, the Trust
will, on the written request of the Investment Manager, take such action as may
be necessary to change its name and eliminate all reference to the words "LORD
XXXXXX" in any form, and will no longer use such registered service xxxx.
11. The obligations of the Trust, including those imposed hereby, are not
personally binding upon, nor shall resort be had to the private property of, any
of the trustees, shareholders, officers, employees or agents of the Trust
individually, but are binding only upon the assets and property of the Trust.
Any and all personal liability, either at common law or in equity, or by statute
or constitution, of every such trustee, shareholder, officer, employee or agent
for any breach by the Trust of any agreement, representation or warranty
hereunder is hereby expressly waived as a condition of and in consideration for
the execution of this Agreement by the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed by
its duly authorized officers and its seal to be affixed hereto, and the
Investment Manager has caused this Agreement to be executed by one of its
partners all on the day and year first above written.
LORD XXXXXX SECURITIES TRUST
By: /s/ Xxxxxx X. Xxxxx
----------------------
Chairman of the Board
/s/ Xxxxxx X. Xxxxx
----------------------
Assistant Secretary
LORD, XXXXXX & CO.
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By: /s/ Xxxxxxx X. Xxxxxx
----------------------
A Partner
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Exhibit 23 (d) continued
Document 2
Addendum to Management
Agreement between Lord Xxxxxx
Securities Trust and Lord, Xxxxxx & Co.
DATED MAY 19, 1993 (THE "AGREEMENT")
Lord, Xxxxxx & Co. and Lord Xxxxxx Securities Trust (the "Trust") on behalf
of Lord Xxxxxx Growth & Income Trust, Lord Xxxxxx Global Income Trust, Lord
Xxxxxx Bond-Debenture Trust and Lord Xxxxxx Limited Duration U.S. Government
Securities Trust (the "Trust Series") do hereby agree that (a) the annual
management fee rate for each Trust Series with respect to paragraph 2 of the
Agreement shall be as follows: three-quarters (.75) of one percent (1%) of the
average daily net assets of Lord Xxxxxx Growth & Income Trust and one-half (.50)
of one percent (1%) of the average daily net assets of each of the Lord Xxxxxx
Global Income Trust, Lord Xxxxxx Bond-Debenture Trust and Lord Xxxxxx Limited
Duration U.S. Government Securities Trust and (b) the expense ratio for the
determination of the repayment by each Trust Series of expenses voluntarily paid
or reimbursed by the Investment Manager pursuant to paragraph 5 of the Agreement
shall be 1.95% for Lord Xxxxxx Growth & Income Trust, 1.70% for Lord Xxxxxx
Bond-Debenture Trust and Limited Duration Government Trust and 1.75% for Lord
Xxxxxx Global Income Trust.
Lord, Xxxxxx & Co. and the Trust on behalf of Lord Xxxxxx Global Income
Trust do hereby agree that without limiting the obligation of the Investment
Manager under paragraph 1 of the Agreement to perform the supervisory functions
mentioned therein with respect to all the Trust's property and assets, the
Investment Manager may employ a subadvisor for advice and management of the
foreign securities in Lord Xxxxxx Global Income Trust's investment portfolio and
with respect to foreign currency exchange pursuant to a written contract that is
subject to and satisfies all applicable requirements of the Investment Company
Act of 1940, as amended. Notwithstanding the provisions of paragraph 1 of the
Agreement providing that recommendations with respect to Lord Xxxxxx Global
Income Trust's investment portfolio be made to the Trust's trading department,
such sub-adviser may place orders directly for the purchase, sale or exchange of
foreign portfolio securities for Lord Xxxxxx Global Income Trust's account in a
manner set forth in such a sub-investment management agreement.
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For purposes of Section 15 (a) of the Act, this Addendum and the Agreement
shall together constitute the investment advisory contract of each series.
LORD, XXXXXX & CO.
BY:/s/ Xxxxxx X. Xxxxx
----------------------
Managing Partner
LORD XXXXXX SECURITIES TRUST
(on behalf of Lord Xxxxxx Growth & Income Trust,
Lord Xxxxxx Global Income Trust, Lord Xxxxxx Bond-Debenture Trust and
Lord Xxxxxx Limited Duration U.S. Government Securities Trust)
BY: /s/ Xxxxxxx X. Xxxxxx
----------------------
Vice President
Dated: October 20, 1993
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Exhibit 23 (d) continued
Document 3
Addendum to Management Agreement
between Lord Xxxxxx
Securities Trust and Lord, Xxxxxx & Co.
DATED: MAY 19, 1993 (THE "AGREEMENT")
Lord, Xxxxxx & Co and Lord Xxxxxx Securities Trust (the "Trust") on behalf
of Lord Xxxxxx Growth & Income Trust (the "Trust Series") do hereby agree that
(a) the annual management fee rate for the Trust Series with respect to
paragraph 2 of the Agreement shall be as follows: three-quarters (.75) of one
percent (1%) of the first $200 million of average daily net assets of Lord
Xxxxxx Growth & Income Trust, sixty-five percent (.65) of one percent (1%) of
the next $300 million of such assets and fifth percent (.50) of one percent (1%)
of such assets in excess of $500 million.
For purposes of Section 15 (a) of the Act, this Addendum and the Agreement
shall together constitute the investment advisory contract of the Trust Series.
LORD, XXXXXX & CO.
BY: /s/ Xxxx X Xxxxxxx
----------------------
Partner
Lord Xxxxxx Securities Trust
(on behalf of Lord Xxxxxx Growth & Income Trust)
BY: /s/ Xxxxxx X. Xxxxx
----------------------
Vice President
Dated: As of June 19, 1996
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Exhibit 23 (d) continued
Document 4
Addendum to Management
Agreement between Lord Xxxxxx
Securities Trust and Lord, Xxxxxx & Co.
DATED MAY 19, 1993 (THE "AGREEMENT")
Lord, Xxxxxx & Co and Lord Xxxxxx Securities Trust (the "Trust") on behalf
of International Series (the "Series") do hereby agree that (a) the annual
management fee rate for each Trust Series with respect to paragraph 2 of the
Agreement shall be three-quarters (.75) of one percent (1%) of the average daily
net assets of each Series and (b) the expense ration for the determination of
the repayment by the Trust Series of expenses voluntarily paid or reimbursed by
the Investment Manager pursuant to paragraph 5 of the Agreement shall be 1.75%.
For purposes of Section 15 (a) of the Act, this Addendum and the Agreement
shall together constitute the investment advisory contract of the Trust Series.
LORD, XXXXXX & CO.
BY: /s/ Xxxxxx X. Xxx
----------------------
Managing Partner
LORD XXXXXX SECURITIES TRUST
(on behalf of the International Series)
BY: /s/ Xxxxxxx X. Xxxxxx
----------------------
Vice President
Dated: November 1, 1996
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Exhibit 23 (d) continued
Document 5
ALPHA SERIES
Addendum to Management
Agreement between Lord Xxxxxx
Securities Trust and Lord, Xxxxxx & Co.
DATED MAY 19, 1993 (THE AGREEMENT')
Lord, Xxxxxx & Co. and Lord Xxxxxx Securities Trust (the "Trust") on behalf
of ALPHA SERIES (" Series") do hereby agree that the annual management fee rate
for the Series with respect to paragraph 2 of the Agreement shall be .50 of 1%
of the average daily net assets of the Series, provided that such management
fee, if any, charged is based on services provided that are in addition to,
rather than duplicative of, services provided pursuant to the advisory contract
for any "acquired company." Since Alpha Series (as an "acquiring company") is
permitted to invest in shares of another investment company (an "acquired
company") that is in the same "group of investment companies" as the Alpha
Series, the terms quoted in this sentence shall have the same meaning (which
shall be incorporated by reference into this addendum) as provided under Section
12(d)(1)(G) of the Investment Company Act of 1940, as amended (the "Act"). In
addition, the parties hereby agree that the repayment provisions pursuant to
paragraph 5 of the Agreement shall not be applicable to the Series.
For purposes of Section 15(a) of the Act, this Addendum and the Agreement
shall together constitute the investment advisory contract of the Series.
LORD, XXXXXX & CO.
BY: /s/ Xxxxxx X Xxx
----------------------
Managing Partner
LORD XXXXXX SECURITIES TRUST
(on behalf of Alpha Series)
BY: /s/ Xxxx X. Xxxxxxx
----------------------
Vice President
Dated: December 11, 1997
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Exhibit 23 (d) continued
Document 6
MICRO-CAP GROWTH SERIES
MICRO-CAP VALUE SERIES
Addendum to Management
Agreement between Lord Xxxxxx
Securities Trust and Lord, Xxxxxx & Co.
DATED MAY 19, 1993 (THE "AGREEMENT")
Lord, Xxxxxx & Co. and Lord Xxxxxx Securities Trust (the "Trust") on behalf
of MICRO-CAP GROWTH SERIES AND MICRO-CAP VALUE SERIES (each a "Series") do
hereby agree that the annual management fee rate for each Series with respect to
paragraph 2 of the Agreement shall be 1.50% of 1% of the average daily net
assets of each respective Series.
For purposes of Section 15 (a) of the Act, this Addendum and the Agreement
together shall constitute the investment advisory contract of each Series.
LORD, XXXXXX & CO.
BY: /s/ Xxxx X. Xxxxxxx
----------------------
Partner
LORD XXXXXX SECURITIES TRUST
(on behalf of Micro-Cap Growth Series and Micro-Cap Value Series)
BY: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Vice President
Dated: July 22, 1999
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