EXHIBIT 99(23D)(i)
MANAGEMENT AGREEMENT
AGREEMENT made as of this 1st day of December, 1989 by and between
LORD XXXXXX SERIES FUND, INC., a Maryland Corporation (hereinafter called the
"Corporation"), and LORD, XXXXXX & CO., a New York partnership (hereinafter
called the "Investment Manager").
WHEREAS, the Corporation, and each Series therefore 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. Each Series through the Corporation 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 Corporation 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 Corporation'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 Corporation's Registration Statement on file with the
Securities and Exchange Commission under the Securities
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Act of 1933 and the Investment Company Act of 1940.
The Investment Manager agrees to maintain an adequate organization of
competent persons to perform the supervisory functions mentioned herein.
All recommendations with respect to the investment portfolios will be
made to the Corporation's trading department which, with the approval of
authorized officers of the Corporation, will execute all trades in accordance
with the Corporation'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 Corporation are, and shall
at all times be, subject to the control and direction of its Board of Directors.
2. Each Series of the Corporation agrees to pay the Investment
Manager for its services under this Agreement and for the expenses assumed, a
management fee computed and payable monthly at the following annual rates: (.50)
of one percent (1%)of the value of the Growth and Income Series' average daily
net assets; .75 of one percent (1%) of the value of the Growth and Income
average daily net assets; and .75 of one percent (1%) of the value of the Global
Equity Series' average net assets. The value of the net assets of each
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Series shall include all assets of such Series held in trust or in custody of
any bank, savings bank or trust company for the Corporation, subject to its
control or direction, and shall be determined as provided in the Articles of
Incorporation of the Corporation. The fee shall be paid on the first day of each
month for the preceding month.
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) of the Securities and Exchange Act of 1934, a broker-dealer
may be paid a commission for a transaction involving portfolio securities of the
Corporation 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 Corporation 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 Corporation.
It is understood that any supplemental advisory or statistical
services which may be provided to the Corporation or to
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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 Corporation, 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 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 Corporation) 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 Corporation, 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. Each Series of the Corporation 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
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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 shares of its capital stock outstanding.
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5. The Investment Manager shall be under no obligation to pay any
fees, costs, expenses or other charges of any Series of the Corporation, except
for the compensation of its officers, the compensation, if any, of its directors
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 the Corporation's investment
portfolio, to be performed by the Investment Manager under paragraph 1 of this
Agreement. Each Series of the Corporation 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 the Corporation's investment portfolio; fees and expenses of
directors not affiliated with the Investment Manager; governmental fees;
interest charges; taxes and 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 stock certificates, proxy
statements and materials,
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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 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 Corporation
and not expressly assumed by the Investment Manager under this Agreement.
Notwithstanding any other provision of this Agreement, if expenses
(including the management fee hereunder but excluding interest, taxes, brokerage
fees, and where permitted, extraordinary expenses) borne by the Corporation in
any fiscal year exceed expense limitations applicable to the Corporation imposed
by state securities administrators, as such limitations may be lowered or raised
from time to time, the Investment Manger will reimburse the applicable Series of
the Corporation for any such excess.
If the Investment Manager pays for other expenses of the Corporation or
furnishes without charge to the Corporation services the cost of which is to be
borne by the Corporation under this Agreement, the Investment Manager shall not
be deemed to have waived its rights under this Agreement to have the Corporation
pay for such expenses or provide or pay for such services in the future.
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6. The Investment Manager agrees that it shall observe and be bound
by all of the provisions of the Articles of Incorporation (including any
amendments thereto) of the Corporation 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 Corporation or
any of its stockholders, creditors, directors or officers; provided however,
that nothing herein shall be deemed to protect the Investment Manager against
any liability to the Corporation or to its stockholders 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
Board of Directors of the Corporation 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 directors, officers, stockholders,
or other representatives of the Corporation
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are or may be interested in the Investment Manager, or any successor or assignee
thereof, or that any or all of the directors, officers, partners, or other
representatives of the Investment Manager are or may be interested in the
Corporation, except as otherwise may be provided in the Investment Company Act
of 1940, as amended. The Investment Manager in acting hereunder shall be an
independent contractor and not any agent of the Corporation.
9. This Agreement shall become effective upon the effective date of
the Registration Statement of the Corporation and shall continue in force for
two years from the date thereof, and is renewable annually thereafter by
specific approval of the Board of Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Corporation; any such
renewal shall be approved by the vote of a majority of the directors who are not
parties to this Agreement or interested persons of the Investment Manager or of
the Corporation, 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
Board of Directors of the Corporation 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
Investment Company Act of 1940 as amended.
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10. The Investment Manager reserves the right to grant the use of the
name "LORD XXXXXX" or "LORD, XXXXXX & CO.", or any derivative thereof, to any
other investment company or business enterprise. The Investment Manager reserves
the right to withdraw from the Corporation 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 Corporation's
shareholders. In the event of such withdrawal or the termination of this
Agreement, for any reason, the Corporation 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.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and its corporate 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 SERIES FUND, INC.
By: /s/ XXXXXX X. XXXXX
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Chairman of the Board
/s/ Xxxxxx Xxxxx
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Assistant Secretary
LORD, XXXXXX & CO.
By: /s/ XXXXXXX X. XXXXXX
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A Partner
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