EXHIBIT 5(M)
THE LAZARD FUNDS, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 16th day of October, 1995, between The
Lazard Funds, Inc., a Maryland corporation (the "Fund"), on behalf of the Lazard
Global Equity Portfolio (the "Portfolio", a portfolio of the Fund), and Lazard
Freres Asset Management, a division of Lazard Freres & Co. LLC, a New York
limited liability company (the "Investment Manager").
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), authorized to reclassify and issue any unissued shares to any number of
additional classes or series each having its own investment objective, policies
and restrictions; and
WHEREAS, the Fund desires to retain the Investment Manager to
render investment advisory services to the Portfolio and the Investment Manager
is willing to render such investment advisory services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Investment Manager to act as
manager of the Portfolio for the period and on the terms set forth in this
Agreement. The Investment Manager accepts such appointment and agrees to render
the services herein described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the
Fund, the Investment Manager shall manage the investment operations of the
Portfolio and the assets of the Portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment objective,
policies and restrictions as stated in the Fund's Prospectus (hereinafter
defined) and subject to the following understandings:
(a) The Investment Manager shall provide supervision
of the Portfolio's investments and determine from time to time
what investments or securities will be purchased, retained,
sold or loaned by the Portfolio, and what portion of the
assets will be invested or held uninvested as cash.
(b) The Investment Manager shall use its best
judgment in the performance of its duties under this
Agreement.
(c) The Investment Manager, in the performance of its
duties and obligations under this Agreement, shall act in
conformity with the Articles of Incorporation, By-Laws and
Prospectus of the Fund and with the instructions and
directions of the Board of Directors of the Fund and will
conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and
regulations.
(d) The Investment Manager shall determine the
securities to be purchased or sold by the Portfolio and will
place orders pursuant to its determinations with or through
such persons, brokers or dealers (including Lazard Freres &
Co. LLC) to carry out the policy with respect to brokerage as
set forth in the Fund's Prospectus or as the Fund's Board of
Directors may direct from time to time. In providing the
Portfolio with investment supervision, it is recognized that
the Investment Manager will give primary consideration to
securing the most favorable price and efficient execution.
On occasions when the Investment Manager deems the
purchase or sale of a security to be in the best interest of
the Portfolio as well as other clients, the Investment
Manager, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be so sold or
purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the
Investment Manager in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the
Portfolio and to such other clients.
(e) The Investment Manager shall render to the Fund's
Board of Directors such periodic and special reports with
respect to the Portfolio's securities transactions as the
Board may reasonably request.
(f) The Investment Manager shall provide the Fund's
Custodian on each business day with information relating to
all transactions concerning the Portfolio's assets.
(g) The investment management services of the
Investment Manager to the Portfolio under this Agreement are
not to be deemed exclusive, and the Investment Manager shall
be free to render similar services to others, including other
portfolios of the Fund.
3. The Fund has delivered to the Investment Manager
copies of each of the following documents and will deliver to
it all future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund, filed with
the State Department of Assessments and Taxation of Maryland
(such Articles of Incorporation, as in effect on the date
hereof and as amended from time to time, are herein called the
"Articles of Incorporation");
(b) By-Laws of the Fund (such By-Laws, as in effect
on the date hereof and as amended from time to time, are
herein called the "By-Laws");
(c) Certified resolutions of the Board of Directors
of the Fund authorizing the appointment of the Investment
Manager and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (the
"Registration Statement"), as filed with the Securities and
Exchange Commission (the "Commission") relating to the Fund
and shares of the Fund's Common Stock;
(e) Notification of Registration of the Fund under
the 1940 Act on Form N-8A as filed with the Commission; and
(f) Prospectus of the Fund (such prospectus, as
currently in effect and as amended or supplemented from time
to time, being herein called the "Prospectus").
4. The Investment Manager shall authorize and permit any of
the general members, officers and employees of the Investment Manager, and any
of the directors, officers and employees of any of its affiliates, who may be
elected as Directors or officers of the Fund to serve in the capacities in which
they are elected. All services to be furnished by the Investment Manager under
this Agreement may be furnished through the medium of any such general members,
directors, officers or employees of the Investment Manager or any of its
affiliates.
5. The Investment Manager shall keep the books and records of
the Fund and the Portfolio required to be maintained by it pursuant to this
Agreement and by the Fund pursuant to the rules under the 1940 Act. The
Investment Manager agrees that all records which it maintains for the Fund or
the portfolio are the property of the Fund or the Portfolio and it will
surrender promptly to the Fund or the Portfolio any of such records upon the
request of the Fund or the Portfolio. The Investment Manager further agrees to
preserve such records prescribed by Rule 31a-2 under the 1940 Act.
6. The Investment Manager will bear all of its expenses
incurred in connection with the services to be rendered by the Investment
Manager to the Portfolio under this Agreement, including without limitation the
compensation of all personnel of the Fund and the Investment Manager, except the
fees of Directors of the Fund who are not affiliated persons of the Investment
Manager.
The Fund or the Portfolio assumes and will pay all other
expenses in connection with the Fund or the Portfolio not assumed by the
Investment Manager, including but not limited to:
(a) the fees and expenses of Directors who are not
affiliated persons of the Investment Manager or any of its
affiliates;
(b) the fees and expenses of the Fund's
administrator, if any;
(c) the fees and expenses of the custodian which
relate to (i) the custodial function and the recordkeeping
connected therewith, (ii) the maintenance of the required
accounting records of the Fund, (iii) the pricing of the
shares of the Portfolio, including the cost of any pricing
service or services which may be retained pursuant to the
authorization or the Directors of the Fund, and (iv) for both
mail and wire orders, the cashiering function in connection
with the issuance and redemption of the Portfolios securities;
(d) the fees and expenses of the Fund's transfer
agent, which may be the custodian, which relate to the
maintenance of, and communications with respect to, each
stockholder account;
(e) the charges and expenses of legal counsel and
independent accountants for the Fund;
(f) brokers', commissions, any issue or transfer
taxes and any other charges in connection with portfolio
transactions on behalf of the Portfolio;
(g) all taxes and corporate fees payable by the Fund
or the Portfolio to federal, state or other governmental
agencies, and all costs of maintaining corporate existence;
(h) the allocable share of the fees of any trade
association of which the Fund may be a member;
(i) the cost of share certificates, if any,
representing shares of the Portfolio;
(j) the fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with
the Commission, registering the Fund as a broker or dealer and
qualifying the shares of the Portfolio under state securities
laws, including the preparation and printing of the Fund's
registration statements and prospectuses for filing under
federal and state securities laws for such purposes;
(k) all expenses of stockholders' and directors'
meetings and of preparing, printing and mailing prospectuses
and reports to stockholders in quantities required for
distribution to the stockholders, and communications expenses
with respect to individual stockholder accounts;
(l) the cost of obtaining fidelity insurance and any
liability insurance covering the Directors and officers of the
Fund as such;
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of
the Fund's business;
(n) expenses of issue, repurchase or redemption of
shares of the Fund;
(o) fees payable to the Investment Manager hereunder;
(p) interest expenses of the Fund;
(q) fees of accounting and pricing services of the
Fund; and
(r) all other expenses properly payable by the Fund.
7. In the event the expenses of the Portfolio for any fiscal
year ( including the fees payable to the Investment Manager but excluding
interest, taxes, brokerage commissions, distribution expenditures, litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Portfolio's business) exceed the lowest applicable
annual expense limitation established pursuant to the statute or regulations of
any jurisdictions in which shares of the Portfolio are then qualified for offer
and sale, the compensation due the Investment Manager will be reduced by the
amount of such excess, or, if such reduction exceeds the compensation payable to
the Investment Manager, the Investment Manager will pay to the Portfolio the
amount of such reduction which exceeds the amount of such compensation;
provided, however, that the Investment Manager shall not be required to reduce
its compensation and/or reimburse the Portfolio in excess of the amount required
by applicable state securities laws and regulations. Any reduction in the fee
payable or any payment by the Investment Manager to the Portfolio shall be made
quarterly. Any such reductions or payments are subject to re-adjustment during
the year.
8. For the services provided to the Portfolio and the expenses
assumed pursuant to this Agreement, the Portfolio will pay monthly to the
investment Manager as full compensation therefor a management fee, accrued
daily, at the annual rate of 0.75% of the Portfolio's average daily net assets.
9. The Investment Manager shall not be liable for any error of
judgment or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
10. This Agreement shall continue in full force and effect
until the earlier of (a) December 31, 1996 or (b) the first meeting of the
stockholders of the Fund after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as defined by the 1940 Act), this Agreement shall continue in full
force and effect from year to year thereafter if such continuance is approved in
the manner required by the 1940 Act and the Investment Manager shall not have
notified the Fund in writing at least 60 days prior to the anniversary date of
the previous continuance that it does not desire such continuance. This
Agreement may be terminated at any time, without payment of penalty by the
Portfolio, on 60 days' written notice to the Investment Manager by vote of the
Board of Directors of the Fund, or by vote of a majority of the outstanding
voting securities of the Portfolio (as defined by the 1940 Act). This Agreement
shall automatically terminate in the event of its assignment (as defined by the
1940 Act).
11. Nothing in this Agreement shall limit or restrict the
right of any general member, officer or employee of the Investment Manager or
any director, officer or employee of any of its affiliates who may also be a
Director, officer or employee of the Fund to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
right of the Investment Manager to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
12. During the term of this Agreement, the Fund agrees to
furnish to the Investment Manager at its principal office all prospectuses,
proxy statements, reports to stockholders, sales literature, or other material
prepared for distribution to stockholders of the Fund or the public, which refer
in any way to the Investment Manager, prior to use thereof and not to use such
material if the Investment Manager reasonably objects in writing within five
business days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this Agreement, the Fund will continue
to furnish to the Investment Manager copies of any of the above-mentioned
materials which refer in any way to the Investment Manager. The Fund shall
furnish or otherwise make available to the Investment Manager such other
information relating to the business affairs of the Fund as the Investment
Manager at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
13. This Agreement may be amended by mutual consent, but the
consent of the Fund must be approved in conformity with the requirements of the
1940 Act.
14. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Investment Manager at 00
Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: Secretary, or (2) to the Fund
at 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: President.
15. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
THE LAZARD FUNDS, INC.
By:_____________________________________
LAZARD FRERES ASSET MANAGEMENT,
a division of Lazard Freres & Co. LLC
By:______________________________________
EXHIBIT 5(N)
THE LAZARD FUNDS, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 16th day of October, 1995, between The
Lazard Funds, Inc., a Maryland corporation (the "Fund"), on behalf of the Lazard
Bantam Value Portfolio (the "Portfolio", a portfolio of the Fund), and Lazard
Freres Asset Management, a division of Lazard Freres & Co. LLC, a New York
limited liability company (the "Investment Manager").
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), authorized to reclassify and issue any unissued shares to any number of
additional classes or series each having its own investment objective, policies
and restrictions; and
WHEREAS, the Fund desires to retain the Investment Manager to
render investment advisory services to the Portfolio and the Investment Manager
is willing to render such investment advisory services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Investment Manager to act as
manager of the Portfolio for the period and on the terms set forth in this
Agreement. The Investment Manager accepts such appointment and agrees to render
the services herein described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the
Fund, the Investment Manager shall manage the investment operations of the
Portfolio and the assets of the Portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment objective,
policies and restrictions as stated in the Fund's Prospectus (hereinafter
defined) and subject to the following understandings:
(a) The Investment Manager shall provide supervision
of the Portfolio's investments and determine from time to time
what investments or securities will be purchased, retained,
sold or loaned by the Portfolio, and what portion of the
assets will be invested or held
uninvested as cash.
(b) The Investment Manager shall use its best
judgment in the performance of its duties under this
Agreement.
(c) The Investment Manager, in the performance of its
duties and obligations under this Agreement, shall act in
conformity with the Articles of Incorporation, By-Laws and
Prospectus of the Fund and with the instructions and
directions of the Board of Directors of the Fund and will
conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and
regulations.
(d) The Investment Manager shall determine the
securities to be purchased or sold by the Portfolio and will
place orders pursuant to its determinations with or through
such persons, brokers or dealers (including Lazard Freres &
Co. LLC) to carry out the policy with respect to brokerage as
set forth in the Fund's Prospectus or as the Fund's Board of
Directors may direct from time to time. In providing the
Portfolio with investment supervision, it is recognized that
the Investment Manager will give primary consideration to
securing the most favorable price and efficient execution.
On occasions when the Investment Manager deems the
purchase or sale of a security to be in the best interest of
the Portfolio as well as other clients, the Investment
Manager, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be so sold or
purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the
Investment Manager in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the
Portfolio and to such other clients.
(e) The Investment Manager shall render to the Fund's
Board of Directors such periodic and special reports with
respect to the Portfolio's securities transactions as the
Board may reasonably request.
(f) The Investment Manager shall provide the Fund's
Custodian on each business day with information relating to
all transactions concerning the Portfolio's assets.
(g) The investment management services of the
Investment Manager to the Portfolio under this Agreement are
not to be deemed exclusive, and the Investment Manager shall
be free to render similar services to others, including other
portfolios of the Fund.
3. The Fund has delivered to the Investment Manager copies of
each of the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Articles of Incorporation of the Fund, filed with
the State Department of Assessments and Taxation of Maryland
(such Articles of Incorporation, as in effect on the date
hereof and as amended from time to time, are herein called the
"Articles of Incorporation");
(b) By-Laws of the Fund (such By-Laws, as in effect
on the date hereof and as amended from time to time, are
herein called the "By-Laws");
(c) Certified resolutions of the Board of Directors
of the Fund authorizing the appointment of the Investment
Manager and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (the
"Registration Statement"), as filed with the Securities and
Exchange Commission (the "Commission") relating to the Fund
and shares of the Fund's Common Stock;
(e) Notification of Registration of the Fund under
the 1940 Act on Form N-8A as filed with the Commission; and
(f) Prospectus of the Fund (such prospectus, as
currently in effect and as amended or supplemented from time
to time, being herein called the "Prospectus").
4. The Investment Manager shall authorize and permit any of
the general members, officers and employees of the Investment Manager, and any
of the directors, officers and employees of any of its affiliates, who may be
elected as Directors or officers of the Fund to serve in the capacities in which
they are elected. All services to be furnished by the Investment Manager under
this Agreement may be furnished through the medium of any such general members,
directors, officers or employees of the Investment Manager or any of its
affiliates.
5. The Investment Manager shall keep the books and records of
the Fund and the Portfolio required to be maintained by it pursuant to this
Agreement and by the Fund pursuant to the rules under the 1940 Act. The
Investment Manager agrees that all records which it maintains for the Fund or
the portfolio are the property of the Fund or the Portfolio and it will
surrender promptly to the Fund or the Portfolio any of such records upon the
request of the Fund or the Portfolio. The Investment Manager further agrees to
preserve such records prescribed by Rule 31a-2 under the 1940 Act.
6. The Investment Manager will bear all of its expenses
incurred in connection with the services to be rendered by the Investment
Manager to the Portfolio under this Agreement, including without limitation the
compensation of all personnel of the Fund and the Investment Manager, except the
fees of Directors of the Fund who are not affiliated persons of the Investment
Manager.
The Fund or the Portfolio assumes and will pay all other
expenses in connection with the Fund or the Portfolio not assumed by the
Investment Manager, including but not limited to:
(a) the fees and expenses of Directors who are not
affiliated persons of the Investment Manager or any of its
affiliates;
(b) the fees and expenses of the Fund's
administrator, if any;
(c) the fees and expenses of the custodian which
relate to (i) the custodial function and the recordkeeping
connected therewith, (ii) the maintenance of the required
accounting records of the Fund, (iii) the pricing of the
shares of the Portfolio, including the cost of any pricing
service or services which may be retained pursuant to the
authorization or the Directors of the Fund, and (iv) for both
mail and wire orders, the cashiering function in connection
with the issuance and redemption of the Portfolios securities;
(d) the fees and expenses of the Fund's transfer
agent, which may be the custodian, which relate to the
maintenance of, and communications with respect to, each
stockholder account;
(e) the charges and expenses of legal counsel and
independent accountants for the Fund; (f) brokers',
commissions, any issue or transfer taxes and any other charges
in connection with portfolio transactions on behalf of the
Portfolio;
(g) all taxes and corporate fees payable by the Fund
or the Portfolio to federal, state or other governmental
agencies, and all costs of maintaining corporate existence;
(h) the allocable share of the fees of any trade
association of which the Fund may be a member;
(i) the cost of share certificates, if any,
representing shares of the Portfolio;
(j) the fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with
the Commission, registering the Fund as a broker or dealer and
qualifying the shares of the Portfolio under state securities
laws, including the preparation and printing of the Fund's
registration statements and prospectuses for filing under
federal and state securities laws for such purposes;
(k) all expenses of stockholders' and directors'
meetings and of preparing, printing and mailing prospectuses
and reports to stockholders in quantities required for
distribution to the stockholders, and communications expenses
with respect to individual stockholder accounts;
(l) the cost of obtaining fidelity insurance and any
liability insurance covering the Directors and officers of the
Fund as such;
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of
the Fund's business;
(n) expenses of issue, repurchase or redemption of
shares of the Fund;
(o) fees payable to the Investment Manager hereunder;
(p) interest expenses of the Fund;
(q) fees of accounting and pricing services of the
Fund; and
(r) all other expenses properly payable by the Fund.
7. In the event the expenses of the Portfolio for any fiscal
year ( including the fees payable to the Investment Manager but excluding
interest, taxes, brokerage commissions, distribution expenditures, litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Portfolio's business) exceed the lowest applicable
annual expense limitation established pursuant to the statute or regulations of
any jurisdictions in which shares of the Portfolio are then qualified for offer
and sale, the compensation due the Investment Manager will be reduced by the
amount of such excess, or, if such reduction exceeds the compensation payable to
the Investment Manager, the Investment Manager will pay to the Portfolio the
amount of such reduction which exceeds the amount of such compensation;
provided, however, that the Investment Manager shall not be required to reduce
its compensation and/or reimburse the Portfolio in excess of the amount required
by applicable state securities laws and regulations. Any reduction in the fee
payable or any payment by the Investment Manager to the Portfolio shall be made
quarterly. Any such reductions or payments are subject to re-adjustment during
the year.
8. For the services provided to the Portfolio and the expenses
assumed pursuant to this Agreement, the Portfolio will pay monthly to the
investment Manager as full compensation therefor a management fee, accrued
daily, at the annual rate of 0.75% of the Portfolio's average daily net assets.
9. The Investment Manager shall not be liable for any error of
judgment or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
10. This Agreement shall continue in full force and effect
until the earlier of (a) December 31, 1996 or (b) the first meeting of the
stockholders of the Fund after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as defined by the 1940 Act), this Agreement shall continue in full
force and effect from year to year thereafter if such continuance is approved in
the manner required by the 1940 Act and the Investment Manager shall not have
notified the Fund in writing at least 60 days prior to the anniversary date of
the previous continuance that it does not desire such continuance. This
Agreement may be terminated at any time, without payment of penalty by the
Portfolio, on 60 days' written notice to the Investment Manager by vote of the
Board of Directors of the Fund, or by vote of a majority of the outstanding
voting securities of the Portfolio (as defined by the 1940 Act). This Agreement
shall automatically terminate in the event of its assignment (as defined by the
1940 Act).
11. Nothing in this Agreement shall limit or restrict the
right of any general member, officer or employee of the Investment Manager or
any director, officer or employee of any of its affiliates who may also be a
Director, officer or employee of the Fund to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
right of the Investment Manager to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
12. During the term of this Agreement, the Fund agrees to
furnish to the Investment Manager at its principal office all prospectuses,
proxy statements, reports to stockholders, sales literature, or other material
prepared for distribution to stockholders of the Fund or the public, which refer
in any way to the Investment Manager, prior to use thereof and not to use such
material if the Investment Manager reasonably objects in writing within five
business days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this Agreement, the Fund will continue
to furnish to the Investment Manager copies of any of the above-mentioned
materials which refer in any way to the Investment Manager. The Fund shall
furnish or otherwise make available to the Investment Manager such other
information relating to the business affairs of the Fund as the Investment
Manager at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
13. This Agreement may be amended by mutual consent, but the
consent of the Fund must be approved in conformity with the requirements of the
1940 Act.
14. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Investment Manager at 00
Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: Secretary, or (2) to the Fund
at 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: President.
15. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
THE LAZARD FUNDS, INC.
By:_____________________________________
LAZARD FRERES ASSET MANAGEMENT,
a division of Lazard Freres & Co. LLC
By:______________________________________
EXHIBIT 5(O)
THE LAZARD FUNDS, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 16th day of October, 1995, between The
Lazard Funds, Inc., a Maryland corporation (the "Fund"), on behalf of the Lazard
Emerging World Funds Portfolio (the "Portfolio", a portfolio of the Fund), and
Lazard Freres Asset Management, a division of Lazard Freres & Co. LLC, a New
York limited liability company (the "Investment Manager").
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), authorized to reclassify and issue any unissued shares to any number of
additional classes or series each having its own investment objective, policies
and restrictions; and
WHEREAS, the Fund desires to retain the Investment Manager to
render investment advisory services to the Portfolio and the Investment Manager
is willing to render such investment advisory services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Investment Manager to act as
manager of the Portfolio for the period and on the terms set forth in this
Agreement. The Investment Manager accepts such appointment and agrees to render
the services herein described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the
Fund, the Investment Manager shall manage the investment operations of the
Portfolio and the assets of the Portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment objective,
policies and restrictions as stated in the Fund's Prospectus (hereinafter
defined) and subject to the following understandings:
(a) The Investment Manager shall provide supervision
of the Portfolio's investments and determine from time to time
what investments or securities will be purchased, retained,
sold or loaned by the Portfolio, and what portion of the
assets will be invested or held uninvested as cash.
(b) The Investment Manager shall use its best
judgment in the performance of its duties under this
Agreement.
(c) The Investment Manager, in the performance of its
duties and obligations under this Agreement, shall act in
conformity with the Articles of Incorporation, By-Laws and
Prospectus of the Fund and with the instructions and
directions of the Board of Directors of the Fund and will
conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and
regulations.
(d) The Investment Manager shall determine the
securities to be purchased or sold by the Portfolio and will
place orders pursuant to its determinations with or through
such persons, brokers or dealers (including Lazard Freres &
Co. LLC) to carry out the policy with respect to brokerage as
set forth in the Fund's Prospectus or as the Fund's Board of
Directors may direct from time to time. In providing the
Portfolio with investment supervision, it is recognized that
the Investment Manager will give primary consideration to
securing the most favorable price and efficient execution. On
occasions when the Investment Manager deems the purchase or
sale of a security to be in the best interest of the Portfolio
as well as other clients, the Investment Manager, to the
extent permitted by applicable laws and regulations, may
aggregate the securities to be so sold or purchased in order
to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation
of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Investment Manager in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the
Portfolio and to such other clients.
(e) The Investment Manager shall render to the Fund's
Board of Directors such periodic and special reports with
respect to the Portfolio's securities transactions as the
Board may reasonably request.
(f) The Investment Manager shall provide the Fund's
Custodian on each business day with information relating to
all transactions concerning the Portfolio's assets.
(g) The investment management services of the
Investment Manager to the Portfolio under this Agreement are
not to be deemed exclusive, and the Investment Manager shall
be free to render similar services to others, including other
portfolios of the Fund.
3. The Fund has delivered to the Investment Manager copies of
each of the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Articles of Incorporation of the Fund, filed with
the State Department of Assessments and Taxation of Maryland
(such Articles of Incorporation, as in effect on the date
hereof and as amended from time to time, are herein called the
"Articles of Incorporation");
(b) By-Laws of the Fund (such By-Laws, as in effect
on the date hereof and as amended from time to time, are
herein called the "By-Laws");
(c) Certified resolutions of the Board of Directors
of the Fund authorizing the appointment of the Investment
Manager and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (the
"Registration Statement"), as filed with the Securities and
Exchange Commission (the "Commission") relating to the Fund
and shares of the Fund's Common Stock;
(e) Notification of Registration of the Fund under
the 1940 Act on Form N-8A as filed with the Commission; and
(f) Prospectus of the Fund (such prospectus, as
currently in effect and as amended or supplemented from time
to time, being herein called the "Prospectus").
4. The Investment Manager shall authorize and permit any of
the general members, officers and employees of the Investment Manager, and any
of the directors, officers and employees of any of its affiliates, who may be
elected as Directors or officers of the Fund to serve in the capacities in which
they are elected. All services to be furnished by the Investment Manager under
this Agreement may be furnished through the medium of any such general members,
directors, officers or employees of the Investment Manager or any of its
affiliates.
5. The Investment Manager shall keep the books and records of
the Fund and the Portfolio required to be maintained by it pursuant to this
Agreement and by the Fund pursuant to the rules under the 1940 Act. The
Investment Manager agrees that all records which it maintains for the Fund or
the portfolio are the property of the Fund or the Portfolio and it will
surrender promptly to the Fund or the Portfolio any of such records upon the
request of the Fund or the Portfolio. The Investment Manager further agrees to
preserve such records prescribed by Rule 31a-2 under the 1940 Act.
6. The Investment Manager will bear all of its expenses
incurred in connection with the services to be rendered by the Investment
Manager to the Portfolio under this Agreement, including without limitation the
compensation of all personnel of the Fund and the Investment Manager, except the
fees of Directors of the Fund who are not affiliated persons of the Investment
Manager.
The Fund or the Portfolio assumes and will pay all other
expenses in connection with the Fund or the Portfolio not assumed by the
Investment Manager, including but not limited to:
(a) the fees and expenses of Directors who are not
affiliated persons of the Investment Manager or any of its
affiliates;
(b) the fees and expenses of the Fund's
administrator, if any;
(c) the fees and expenses of the custodian which
relate to (i) the custodial function and the recordkeeping
connected therewith, (ii) the maintenance of the required
accounting records of the Fund, (iii) the pricing of the
shares of the Portfolio, including the cost of any pricing
service or services which may be retained pursuant to the
authorization or the Directors of the Fund, and (iv) for both
mail and wire orders, the cashiering function in connection
with the issuance and redemption of the Portfolios securities;
(d) the fees and expenses of the Fund's transfer
agent, which may be the custodian, which relate to the
maintenance of, and communications with respect to, each
stockholder account;
(e) the charges and expenses of legal counsel and
independent accountants for the Fund;
(f) brokers', commissions, any issue or transfer
taxes and any other charges in connection with portfolio
transactions on behalf of the Portfolio;
(g) all taxes and corporate fees payable by the Fund
or the Portfolio to federal, state or other governmental
agencies, and all costs of maintaining corporate existence;
(h) the allocable share of the fees of any trade
association of which the Fund may be a member;
(i) the cost of share certificates, if any,
representing shares of the Portfolio;
(j) the fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with
the Commission, registering the Fund as a broker or dealer and
qualifying the shares of the Portfolio under state securities
laws, including the preparation and printing of the Fund's
registration statements and prospectuses for filing under
federal and state securities laws for such purposes;
(k) all expenses of stockholders' and directors'
meetings and of preparing, printing and mailing prospectuses
and reports to stockholders in quantities required for
distribution to the stockholders, and communications expenses
with respect to individual stockholder accounts;
(l) the cost of obtaining fidelity insurance and any
liability insurance covering the Directors and officers of the
Fund as such;
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of
the Fund's business;
(n) expenses of issue, repurchase or redemption of
shares of the Fund;
(o) fees payable to the Investment Manager hereunder;
(p) interest expenses of the Fund;
(q) fees of accounting and pricing services of the
Fund; and
(r) all other expenses properly payable by the Fund.
7. In the event the expenses of the Portfolio for any fiscal
year ( including the fees payable to the Investment Manager but excluding
interest, taxes, brokerage commissions, distribution expenditures, litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Portfolio's business) exceed the lowest applicable
annual expense limitation established pursuant to the statute or regulations of
any jurisdictions in which shares of the Portfolio are then qualified for offer
and sale, the compensation due the Investment Manager will be reduced by the
amount of such excess, or, if such reduction exceeds the compensation payable to
the Investment Manager, the Investment Manager will pay to the Portfolio the
amount of such reduction which exceeds the amount of such compensation;
provided, however, that the Investment Manager shall not be required to reduce
its compensation and/or reimburse the Portfolio in excess of the amount required
by applicable state securities laws and regulations. Any reduction in the fee
payable or any payment by the Investment Manager to the Portfolio shall be made
quarterly. Any such reductions or payments are subject to re-adjustment during
the year.
8. For the services provided to the Portfolio and the expenses
assumed pursuant to this Agreement, the Portfolio will pay monthly to the
investment Manager as full compensation therefor a management fee, accrued
daily, at the annual rate of 0.75% of the Portfolio's average daily net assets.
9. The Investment Manager shall not be liable for any error of
judgment or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
10. This Agreement shall continue in full force and effect
until the earlier of (a) December 31, 1996 or (b) the first meeting of the
stockholders of the Fund after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as defined by the 1940 Act), this Agreement shall continue in full
force and effect from year to year thereafter if such continuance is approved in
the manner required by the 1940 Act and the Investment Manager shall not have
notified the Fund in writing at least 60 days prior to the anniversary date of
the previous continuance that it does not desire such continuance. This
Agreement may be terminated at any time, without payment of penalty by the
Portfolio, on 60 days' written notice to the Investment Manager by vote of the
Board of Directors of the Fund, or by vote of a majority of the outstanding
voting securities of the Portfolio (as defined by the 1940 Act). This Agreement
shall automatically terminate in the event of its assignment (as defined by the
1940 Act).
11. Nothing in this Agreement shall limit or restrict the
right of any general member, officer or employee of the Investment Manager or
any director, officer or employee of any of its affiliates who may also be a
Director, officer or employee of the Fund to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
right of the Investment Manager to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
12. During the term of this Agreement, the Fund agrees to
furnish to the Investment Manager at its principal office all prospectuses,
proxy statements, reports to stockholders, sales literature, or other material
prepared for distribution to stockholders of the Fund or the public, which refer
in any way to the Investment Manager, prior to use thereof and not to use such
material if the Investment Manager reasonably objects in writing within five
business days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this Agreement, the Fund will continue
to furnish to the Investment Manager copies of any of the above-mentioned
materials which refer in any way to the Investment Manager. The Fund shall
furnish or otherwise make available to the Investment Manager such other
information relating to the business affairs of the Fund as the Investment
Manager at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
13. This Agreement may be amended by mutual consent, but the
consent of the Fund must be approved in conformity with the requirements of the
1940 Act.
14. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Investment Manager at 00
Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: Secretary, or (2) to the Fund
at 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: President.
15. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
THE LAZARD FUNDS, INC.
By:_____________________________________
LAZARD FRERES ASSET MANAGEMENT,
a division of Lazard Freres & Co. LLC
By:______________________________________
EXHIBIT 5(P)
ADMINISTRATION AGREEMENT
Agreement dated as of June 1, 1995 by and between State Street
Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and
The Lazard Funds, Inc. (the "Fund").
WHEREAS, the Fund is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to
furnish certain administrative services to the Fund, and the Administrator is
willing to furnish such services on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as
administrator with respect to the Fund for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services stated herein.
The Fund consists of the portfolio(s) and/or class(es) of
shares (each an "Investment Fund") listed in Schedule A to this Agreement. In
the event that the Fund establishes one or more additional Investment Funds with
respect to which it wishes to retain the Administrator to act as administrator
hereunder, the Fund shall notify the Administrator in writing. Upon written
acceptance by the Administrator, such Investment Fund shall become subject to
the provisions of this Agreement to the same extent as the existing Investment
Funds, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Fund and its Investment Funds) may
be modified with respect to each additional Investment Fund in writing by the
Fund and the Administrator at the time of the addition of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements, if
any:
a. The Fund's charter document and by-laws;
b. The Fund's currently effective registration statement
under the Securities Act of 1933, as amended (the
"1933 Act") and the 1940 Act and the Fund's
1
Prospectus(es) and Statement(s) of Additional
Information relating to all Investment Funds and all
amendments and supplements thereto as presently in
effect;
c. Certified copies of the resolutions of the Board of
Directors of the Fund (the "Board") authorizing (1)
this Agreement and (2) certain individuals on behalf
of the Fund to (a) give instructions to the
Administrator pursuant to this Agreement and (b) sign
checks and pay expenses;
d. A copy of the investment advisory agreements between
the Fund and its investment adviser; and
e. Such other certificates, documents or opinions which
the Administrator may, in its reasonable discretion,
deem necessary or appropriate in the proper
performance of its duties.
3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized,
validly existing and in good standing under the laws
of The Commonwealth of Massachusetts, and has all
power and authority necessary to own or hold its
property, to perform its administrative services and
to conduct its business as described in this
Agreement;
b. All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;
c. No legal or administrative proceedings have been
instituted or threatened which would impair the
Administrator's ability to perform its duties and
obligations under this Agreement; and
d. Its entrance into this Agreement shall not cause a
material breach or be in material conflict with any
other agreement or obligation of the Administrator or
any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It is a corporation, duly organized and existing and
in good standing under the laws of Maryland;
b. It has the corporate power and authority under
applicable laws and by its charter document and
by-laws to enter into and perform this Agreement;
2
c. All requisite proceedings have been taken to
authorize it to enter into and perform this
Agreement;
d. It is an investment company properly registered under
the 1940 Act;
e. A registration statement under the 1933 Act and the
1940 Act has been filed and will be effective and
remain effective during the term of this Agreement.
The Fund also warrants to the Administrator that as
of the date of commencement of this Agreement, all
necessary filings under the securities laws of the
states in which the Fund offers or sells its shares
have been made;
f. No legal or administrative proceedings have been
instituted or threatened which would impair the
Fund's ability to perform its duties and obligation
under this Agreement;
g. Its entrance into this Agreement shall not cause a
material breach or be in material conflict with any
other agreement or obligation of the Fund or any law
or regulation applicable to it; and
h. As of the close of business on the date of this
Agreement, the Fund is authorized to issue shares of
capital stock, and it offers shares in the authorized
amounts as set forth in Schedule A to this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services subject
to the control, supervision and direction of the Fund and to review and
correction by the Fund's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Fund and the
Administrator:
a. Oversee the maintenance by the Fund's custodian of
certain books and records of the Fund as required
under Rule 31a-1(b) of the 1940 Act;
b. Prepare the Fund's federal, state and local income
tax returns for review by the Fund's independent
accountants and filing by the Fund's treasurer;
c. Review calculation, submit for approval and arrange
for payment of the Fund's expenses;
d. Prepare for review and approval by officers of the
Fund financial information for the Fund's semi-annual
and annual reports, proxy statements and other
communications required or otherwise to be sent to
Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to
shareholders;
e. Prepare for review by an officer of and legal counsel
for the Fund, the Fund's periodic financial reports
required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR and financial
information required by Form N-1A and such other
reports, forms or filings as may be mutually agreed
upon;
3
f. Prepare reports relating to the business and affairs
of the Fund as may be mutually agreed upon and not
otherwise prepared by the Fund's investment adviser,
custodian, counsel or auditors;
g. Oversee and review calculations of fees paid to the
investment adviser, the custodian and the transfer
agent;
h. Consult with the Fund's officers, independent
accountants, legal counsel, custodian and transfer
agent in establishing the accounting policies of the
Fund;
i. Respond to or refer to the Fund's officers or
transfer agent, shareholder inquiries relating to the
Fund;
j. Provide periodic testing of portfolios to assist the
Fund's adviser in complying with Internal Revenue
Code mandatory qualification requirements, the
requirements of the 1940 Act and Fund prospectus
limitations as may be mutually agreed upon;
k. Prepare Rule 24f-2 Notices; and
l. Prepare and file all state registrations of the
Fund's securities as detailed in Schedule C to this
Agreement.
The Administrator will also provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such
compensation for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in Schedule B to this Agreement.
The fees are to be billed monthly and shall be due and payable upon receipt of
the invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. In addition,
the Fund shall reimburse the Administrator for its reasonable out-of-pocket
costs incurred in connection with this Agreement.
The Fund agrees to promptly reimburse the Administrator for
any equipment and supplies specially ordered by or for the exclusive use of the
Fund through the Administrator and for any other expenses not contemplated by
this Agreement that the Administrator may incur on the Fund's behalf at the
Fund's request or as consented to by the Fund.
The Fund will bear all expenses that are incurred in its
operation and not specifically assumed by the Administrator. Expenses to be
borne by the Fund, include, but are not limited to: organizational expenses;
cost of services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment company
4
and other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Fund directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale of
securities for the Fund; investment advisory fees; taxes, insurance premiums and
other fees and expenses applicable to its operation; costs incidental to any
meetings of shareholders including, but not limited to, legal and accounting
fees, proxy filing fees and the costs of preparation, printing and mailing of
any proxy materials; costs incidental to Board meetings, including fees and
expenses of Board members; the salary and expenses of any officer,
director\trustee or employee of the Fund; costs incidental to the preparation,
printing and distribution of the Fund's registration statements and any
amendments thereto and shareholder reports; cost of typesetting and printing of
prospectuses; cost of preparation and filing of the Fund's tax returns, Form
N-1A and Form N-SAR, and all notices, registrations and amendments associated
with applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; fidelity bond and directors' and officers' liability insurance; and cost
of independent pricing services used in computing the Fund's net asset value.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time the Administrator may apply to any officer of the
Fund for instructions and may consult with outside counsel for the Fund or the
auditors for the Fund at the expense of the Fund, or with its own legal counsel
with respect to any matter arising in connection with the services to be
performed by the Administrator under this Agreement. The Administrator shall not
be liable and shall be indemnified by the Fund for any action taken or omitted
by it in good faith in reliance upon any such instructions or advice or upon any
paper or document reasonably believed by it to be genuine and to have been
signed by the proper person or persons. The Administrator shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Fund. Nothing in this paragraph shall be construed as
imposing upon the Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement and except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgement or mistake of
law or for any loss or damage resulting from the performance or nonperformance
of its duties hereunder unless solely caused by or resulting from the negligence
or willful misconduct of the Administrator, its officers or employees. The
Administrator shall not be liable for consequential damages under any provision
of this Agreement or for any consequential damages arising out of any act or
failure to act hereunder. In any event, the Administrator's liability under this
Agreement shall be limited to its total annual compensation earned and fees paid
hereunder during the preceding eighteen months for any liability or loss
suffered by the Fund including, but not limited to, any liability relating to
5
qualification of the Fund as a regulated investment company or any liability
relating to the Fund's compliance with any federal or state tax or securities
statute, regulation or ruling.
The Fund shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from any claim, demand,
action or suit in connection with the Administrator's acceptance of this
Agreement, any action or omission by it in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed by
it to have been duly authorized by the Fund, provided that this indemnification
shall not apply to actions or omissions of the Administrator, its officers or
employees in cases of its or their own negligence or willful misconduct.
The Fund will be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Administrator shall have
determined in good faith that the retention of such counsel is required as a
result of a conflict of interest.
The indemnification contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by
law, it will keep confidential all records and information in its possession
relating to the Fund or its shareholders or shareholder accounts and will not
disclose the same to any person except at the request or with the written
consent of the Fund.
6
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it provided, however, that the foregoing does not limit the Administrator's
responsibility to the Fund for the performance of its duties under this
Agreement as determined in accordance with Section 8 of this Agreement.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for the
Fund shall at all times remain the property of the Fund, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Fund
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier
surrendered as provided above. Records shall be surrendered in usable
machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be
deemed exclusive, and the Administrator shall be free to render similar services
to others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Fund from
time to time, have no authority to act or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on June 1, 1995. The
Agreement shall remain in effect for a period of one year from the effective
date, and shall automatically renew thereafter for periods of one year unless
terminated in writing by either party at the end of such period or thereafter on
sixty (60) days' prior written notice. Termination of this Agreement with
respect to any given Investment Fund shall in no way affect the continued
validity of this Agreement with respect to any other Investment Fund. Upon
termination of this Agreement, the Fund shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable out-of-pocket expenses
associated with such termination. This Agreement may be modified or amended from
time to time by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by
this Agreement to be given to either party shall be in writing and deemed to
have been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Fund: Lazard Freres Asset Management, 0 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Xxx Xxxxxxxxxx, Treasurer, fax: (000) 000-0000; if to the
Administrator: State Street Bank and Trust Company, 0000 Xxxxxxxx Xxxxx, Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Xxxxx X. Xxxxxx, Vice President and Senior
Counsel, fax: (000) 000-0000.
7
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that the
Administrator may assign this Agreement to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by or under
common control with the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Fund and the Administrator and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the
parties hereto with respect to the Provision of Administrative Services and
supersedes all previous representations, warranties or commitments regarding the
services to be performed hereunder whether oral or in writing. This Agreement is
independent of and shall not be deemed to supersede any provisions of the
Custodian Contract between the Fund and the Administrator.
17. WAIVER
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
18. FORCE MAJEURE
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption, nor shall any such failure or delay give the Fund the right to
terminate this Agreement, provided that the Administrator uses commercially
reasonable efforts to resume performance as soon as possible.
19. SEVERABILITY
If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
THE LAZARD FUNDS, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
STATE STREET BANK AND TRUST COMPANY
By:_______________________________________
Name:_____________________________________
Title:____________________________________
9
ADMINISTRATION AGREEMENT
THE LAZARD FUNDS, INC.
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
Lazard Equity Portfolio
Lazard International Equity Portfolio
Lazard International Fixed-Income Portfolio
Lazard Bond Portfolio
Lazard Strategic Yield Portfolio
Lazard Small Cap Portfolio
Lazard International Small Cap Portfolio
Lazard Special Equity Portfolio
Lazard Emerging Markets Portfolio
10
ADMINISTRATION AGREEMENT
THE LAZARD FUNDS, INC.
SCHEDULE B
FEES AND EXPENSES
STATE STREET BANK AND TRUST COMPANY
THE LAZARD FUNDS, INC.
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FUND ADMINISTRATION FEE SCHEDULE
I. FUND SUB-ADMINISTRATION SERVICES
Average Assets
Base Fee per Portfolio $37,500*
First $1 Billion per Portfolio 2.0 Basis Points
Thereafter 1.0 Basis Points
*Lazard Bond and Emerging Markets Fund - Fee waived for one year or net
asset of $50 million, whichever comes first.
The Base Fee will be increased each year in an amount equal to the
increase in the Consumer Price Index for that year.
II. BLUE SKY ADMINISTRATION SERVICES
Blue Sky services for the initial share class are included in the above
fees. Additional classes may be added for $7,500 per class, per year.
III. OUT-OF-POCKET EXPENSES - INCLUDE, BUT MAY NOT BE LIMITED TO:
- Printing for shareholder reports and SEC filings
- Legal fees, audit
fees and other professional fees
- Postage, telephone, fax, and photocopying
- Supplies related to fund records
- Travel and lodging for Board and Operations meetings
- Advertised yields $300 per fund, per month
- Preparation of financial statements other than Annual, Semi-annual
and quarterly board reporting $3,000 per financial report
IV. SPECIAL ARRANGEMENTS
Fee for activities of non-recurring nature such as new fund
registration, fund consolidations or reorganizations, and/or
preparation of special reports will be subject to negotiation.
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11
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V. TERM OF THE CONTRACT
The parties agree that the fee schedule shall remain in effect for
three full years from the commencement of Trust operations and from
year to year thereafter until it is revised as a result of negotiations
initiated by either party.
THE LAZARD FUNDS, INC. STATE STREET BANK AND TRUST COMPANY
By: _______________________ By: _______________________
Title: _______________________ Title: _______________________
Date: _______________________ Date: _______________________
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12
ADMINISTRATION AGREEMENT
THE LAZARD FUNDS, INC.
SCHEDULE C
REGISTRATION OF FUND SHARES
WITH STATE SECURITIES ADMINISTRATORS
The Administrator will prepare required documentation and register Fund shares
in accordance with the securities laws of each jurisdiction in which Fund shares
are to be offered or sold pursuant to instructions given to the Administrator by
the Fund. The registration services shall consist of the following:
1. Filing of Fund's Application to Register Securities and
amendments, if applicable;
2. Filing of amendments to the Fund's registration statement;
3. Filing Fund sales reports and advertising literature where
required;
4. Payment at the expense of the Fund of all Fund state
registration and filing fees;
5. Filing the Prospectuses and Statements of Additional
Information and any amendments or supplements thereto;
6. Filing of annual reports and proxy statements where required;
and
7. The performance of such additional services as the
Administrator and the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, registration
services by the Administrator shall not include determining the availability of
exemptions under a jurisdiction's blue sky law. Any such determination shall be
made by the Fund or its legal counsel. In connection with the services described
herein, the Fund shall issue in favor of the Administrator a power of attorney
to register Fund shares on behalf of the Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of June 1, 1995 that THE LAZARD FUNDS, INC.
(the "Fund") makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Administrator") with principal offices at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. REGISTRATION OF FUND SHARES. The power to register shares of the Fund
in each jurisdiction in which Fund shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and
file any and all Fund applications, including without limitation,
applications to register shares, to register agents, consents,
including consents to service of process, reports, including without
limitation, all periodic reports, claims for exemption, or other
documents and instruments now or hereafter required or appropriate in
the judgment of the Administrator in connection with the registration
of Fund shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of
the Fund in connection with the registration of Fund shares with state
securities administrators.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Fund.
IN WITNESS WHEREOF, the Fund has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
THE LAZARD FUNDS, INC.
By:_______________________
Name:_____________________
Title:____________________
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EXHIBIT 10(A)
EXHIBIT 10(B)
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 8 of the Lazard Funds,
Inc. Registration Statement on Form N-1A of our reports dated February 1, 1995,
relating to the financial statements and selected per share data and ratios of
The Lazard Funds, Inc. which appears in such Statement of Additional
Information. We also consent to the incorporation by reference of our report in
the Prospectus constituting part of such Post-Effective Amendment No. 8 and to
the reference to us under the heading "Selected per Share Data and Ratios" in
the Prospectus.
We consent to the reference to our firm under the caption "Counsel and
Independent Accountants" in the registration statement (Form N-1A No. 33-40682)
of The Lazard Funds, Inc.
ANCHIN, BLOCK & ANCHIN, LLP
(Successor firm to Xxxxxxx Xxxxxxxxxx & Associates)
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
October 6, 1995
