EXHIBIT 5(L)
THE LAZARD FUNDS, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 29th day of July, 1997, between The Lazard Funds, Inc.,
a Maryland corporation (the "Fund"), on behalf of the Lazard Mid Cap Portfolio
(the "Portfolio"), and Lazard 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;
(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
of 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 Portfolio's 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, and, if required, 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. 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.
8. 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. The federal securities laws may impose liabilities even, under
certain circumstances, on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any right which the
Portfolio may have under any federal securities law.
9. This Agreement shall continue until December 31, 1998 and thereafter
shall continue automatically for successive annual periods ending on December
31st, provided such continuance is specifically approved at least annually by
(i) the Fund's Board of Directors or (ii) vote of a majority (as defined in the
0000 Xxx) of the Portfolio's outstanding voting securities, provided that in
either event its continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board of Directors or by vote of
holders of a majority of the Portfolio's shares or, upon not less than 90 days'
notice, by the Investment Manager. This Agreement shall automatically terminate
in the event of its assignment (as defined by the 1940 Act).
10. 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.
11. 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.
12. 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.
13. 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, Xxx Xxxx 00000, Attention: Secretary, or (2) to the Fund at 00 Xxxxxxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
14. 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 ASSET MANAGEMENT,
a division of Lazard Freres & Co. LLC
By:_________________________________
EXHIBIT 5(M)
THE LAZARD FUNDS, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the 29th day of July, 1997, between The Lazard Funds, Inc.,
a Maryland corporation (the "Fund"), on behalf of the Lazard High Yield
Portfolio (the "Portfolio"), and Lazard 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;
(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
of 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 Portfolio's 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, and, if required, 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. 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.
8. 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. The federal securities laws may impose liabilities even, under
certain circumstances, on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any right which the
Portfolio may have under any federal securities law.
9. This Agreement shall continue until December 31, 1998 and thereafter
shall continue automatically for successive annual periods ending on December
31st, provided such continuance is specifically approved at least annually by
(i) the Fund's Board of Directors or (ii) vote of a majority (as defined in the
0000 Xxx) of the Portfolio's outstanding voting securities, provided that in
either event its continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board of Directors or by vote of
holders of a majority of the Portfolio's shares or, upon not less than 90 days'
notice, by the Investment Manager. This Agreement shall automatically terminate
in the event of its assignment (as defined by the 1940 Act).
10. 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.
11. 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.
12. 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.
13. 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, Xxx Xxxx 00000, Attention: Secretary, or (2) to the Fund at 00 Xxxxxxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
14. 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 ASSET MANAGEMENT,
a division of Lazard Freres & Co. LLC
By:_________________________________
