EX-99.(d)(1)
INVESTMENT MANAGEMENT AGREEMENT
THE LAZARD FUNDS, INC.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 11, 2005
Lazard Asset Management LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Fund"), acting on
behalf of Lazard Equity Portfolio (the "Portfolio"), and you (the "Investment
Manager") as follows:
1. The Fund proposes to engage in the business of investing and
reinvesting the assets of the Portfolio in the manner and in accordance with the
investment objective and restrictions specified in its Articles of Incorporation
(as amended or supplemented from time to time) and the Registration Statement,
as amended from time to time (the "Registration Statement"), filed by the Fund
under the Investment Company Act of 1940, as amended (the "1940 Act") and the
Securities Act of 1933, as amended (the "1933 Act"). Copies of the documents
referred to in the preceding sentence have been furnished to the Investment
Manager. Any amendments to these documents shall be furnished to the Investment
Manager promptly.
2. The Fund employs the Investment Manager to manage the
investing and reinvesting of the assets of the Portfolio as specified in
paragraph 1 and to provide to the Portfolio the investment management services
specified elsewhere in this agreement.
3. (a) The Investment Manager shall, at its expense, (1)
provide the Portfolio with office space, office facilities and personnel
reasonably necessary for the Portfolio's operations, (ii) employ or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this agreement, and (iii) provide the Portfolio with
persons satisfactory to the Fund's Board of Directors to serve as directors,
officers and employees of the Fund, including a president, one or more vice
presidents, a secretary and a treasurer.
(b) Except as provided in subparagraph (a), the Fund or the
Portfolio shall be responsible for all of the expenses and liabilities incurred
in connection with the Fund or the Portfolio, including compensation of
directors of the Fund who are not affiliated with the Investment Manager or any
of its affiliates; taxes and governmental fees; interest charges; fees and
expenses of the Fund's independent auditors and legal counsel; trade association
membership dues; fees and expenses of any administrator, custodian (including
for keeping books and accounts and calculating the net asset value of shares of
the Portfolio), transfer agent, registrar and dividend disbursing agent of the
Fund; expenses of issuing, selling, redeeming, registering and qualifying for
sale shares of the Portfolio's capital stock; expenses of preparing, printing
and mailing or otherwise delivering stock certificates, prospectuses, statements
of additional information, stockholders' reports, notices, proxy statements and
reports to regulatory agencies; the cost of office supplies; travel expenses of
all officers, directors and employees; insurance premiums; brokerage and other
expenses of executing portfolio transactions; expenses of stockholders'
meetings; organizational expenses; and extraordinary expenses.
4. As Investment Manager of the Portfolio's assets, the
Investment Manager shall make investments for the Portfolio's account in
accordance with the Investment Manager's best judgment and within the investment
objective and restrictions set forth in the Fund's Articles of Incorporation,
the Registration Statement, the 1940 Act, the provisions of the Internal Revenue
Code of 1986, as amended relating to regulated investment companies and policy
decisions adopted by the Fund's Board of Directors from time to time. The
Investment Manager shall advise the Fund's officers and Board of Directors, at
such times as the Fund's Board of Directors may specify, of investments made for
the Portfolio's account and shall, when requested by the Fund's officers or
Board of Directors, supply the reasons for making such investments.
5. The Investment Manager shall give the Portfolio the benefit of
the Investment Manager's best judgment and efforts in rendering services under
this agreement. As an inducement to the Investment Manager's undertaking to
render these services, the Fund agrees that the Investment Manager shall not be
liable under this agreement for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this
agreement shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its stockholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Investment Manager's
duties under this agreement or by reason of the Investment Manager's reckless
disregard of its obligations and duties hereunder.
6. In consideration of the services to be rendered by the
Investment Manager under this agreement, the Portfolio shall pay the Investment
Manager a monthly fee on the first business day of each month, based upon the
Portfolio's average daily net asset value (as determined on each business day at
the time set forth in the Registration Statement at which the Portfolio's net
asset value per share is determined) during the preceding month, at the annual
rate of 0.75% of the average daily net assets of the Portfolio. If the fee
payable to the Investment Manager pursuant to this paragraph 6 begins to accrue
before the end of any month or if this agreement terminates before the end of
any month, the fee for the period from such date to the end of such month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Portfolio's net assets shall
be computed in the manner specified in the Registration Statement for the
computation of the value of such net assets in connection with the determination
of the net asset value of shares of its capital stock. For purposes of this
agreement, a "business day" is any day the New York Stock Exchange is open for
trading.
7. This Agreement shall continue in effect until December 31,
2006 and thereafter shall continue automatically for successive periods,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of the Portfolio's outstanding voting securities (as defined
in the 0000 Xxx) or by the Fund's Board of Directors and (b) by the vote, cast
in person at a meeting called for the purpose, of a majority of the Fund's
directors who are not "interested persons" (as defined in the 0000 Xxx) of the
Fund. This agreement may be terminated at any time, without the payment of any
penalty, by a vote of a majority of the Portfolio's outstanding voting
securities (as defined in the 0000 Xxx) or by a vote of a majority of the Fund's
entire Board of Directors on 60 days' written notice to the Investment Manager
or by the Investment Manager on 60 days' written notice to the Fund. This
agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
8. Upon the expiration or earlier termination of this agreement,
the Portfolio shall, if so requested by the Investment Manager in writing, as
promptly as practicable change its name so as to eliminate all references to
"Lazard" or "Lazard Freres," and thereafter the Portfolio shall cease
transacting business in any name using the words "Lazard" or "Lazard Freres" in
any form or combination and shall not use the words "Lazard" or "Lazard Freres"
or make any other reference to the Investment Manager or
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Lazard Freres & Co. LLC The foregoing rights of the Investment Manager and
obligations of the Portfolio shall not deprive the Investment Manager, or any
affiliate thereof which has "Lazard" or "Lazard Freres" in its name, of, but
shall be in addition to, any other rights or remedies to which the Investment
Manager and any such affiliate may be entitled in law or equity by reason of any
breach of this agreement by the Fund, and the failure or omission of the
Investment Manager to request a change of the Portfolio's name or a cessation of
the use of the name "Lazard" or "Lazard Freres" as described in this paragraph 8
shall not under any circumstances be deemed a waiver of the right to require
such change or cessation at any time thereafter for the same or any subsequent
breach. The damage to the Investment Manager, or any affiliate thereof, which
has "Lazard" or "Lazard Freres" in its name, by reason of any failure of the
Portfolio after request to change its name and cease using the name "Lazard" or
"Lazard Freres," would be irreparable and impossible of ascertainment in terms
of money, and each of the Fund and the Portfolio consents and agrees that,
consistent with the foregoing, in any such case an injunction may issue against
it restraining the Portfolio from the further use of the name "Lazard" or
"Lazard Freres."
9. Except to the extent necessary to perform the Investment
Manager's obligations under this agreement, nothing herein shall be deemed to
limit or restrict the right of the Investment Manager, or any affiliate of the
Investment Manager, or any employee of the Investment Manager, including any
employee who may also be a director, officer or employee of the Fund, to render
similar services to other portfolios of the Fund, to engage in any other
business, or to devote time and attention to the management or other aspects of
any other business, whether a similar or dissimilar nature, or to render
services of any kind to any corporation, firm, individual or association.
If the foregoing correctly sets forth the agreement between the Fund, on behalf
of the Portfolio, and the Investment Manager, please so indicate by signing and
returning to the Fund the enclosed copy hereof.
Very truly yours,
THE LAZARD FUNDS, INC.
By: ____________________________
Name:
Title:
ACCEPTED:
LAZARD ASSET MANAGEMENT LLC
By: ____________________________
Name:
Title:
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