Exhibit(d)(1)
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of July 2, 2003, between XXXXXXXX LASALLE
REAL ESTATE FUND SERIES, INC., a Maryland corporation (the "Corporation"), on
behalf of Xxxxxxxx LaSalle Monthly Dividend Real Estate Fund (the "Fund") and J.
& X. XXXXXXXX & CO. INCORPORATED, a Delaware corporation (the "Manager").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. Duties of the Manager. The Manager shall manage the affairs of the
Fund including, but not limited to, continuously providing the Fund with
investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by the
Fund, making purchases and sales of securities on behalf of the Fund and
determining how voting and other rights with respect to securities of the Fund
shall be exercised, subject in each case to the control of the Board of
Directors of the Corporation and in accordance with the objectives, policies and
principles set forth in the Registration Statement and Prospectus(es) of the
Corporation and the requirements of the Investment Company Act of 1940 (the
"1940 Act") and other applicable law. The Manager will enter into an agreement
dated the date hereof (the "Subadvisory Agreement") with LaSalle Investment
Management (Securities), L.P. (the "Subadviser") pursuant to which the
Subadviser may provide the Fund with the type of investment management services
described above. The Manager will continue to have responsibility for investment
management services provided under the Subadvisory Agreement. In the event the
Subadviser ceases to provide such investment management services to the Fund,
they shall be provided by the Manager or by such other person or entity as may
be selected by the Corporation and approved in accordance with applicable
requirements. In connection with the performance of its duties hereunder, the
Manager shall provide such office space, such bookkeeping, accounting, internal
legal, clerical, secretarial and administrative services (exclusive of, and in
addition to, any such services provided by any others retained by the
Corporation) and such executive and other personnel as shall be necessary for
the operations of the Fund. The Corporation understands that the Manager also
acts as the manager of all of the investment companies in the Xxxxxxxx Group.
Subject to Section 36 of the 1940 Act, the Manager shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Fund and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. Expenses. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1, including the fee of the
Subadviser, and
shall pay any salaries, fees and expenses of the directors of the Corporation
who are employees of the Manager or its affiliates. The Manager shall not be
required to pay any other expenses of the Corporation or the Fund, including,
but not limited to, direct charges relating to the purchase and sale of
portfolio securities; interest charges; fees and expenses of independent
attorneys and auditors; taxes and governmental fees; cost of stock certificates
and any other expenses (including clerical expenses) of issue, sale, repurchase
or redemption of shares; expenses of registering and qualifying shares for sale;
expenses of printing and distributing reports, notices and proxy materials to
shareholders; expenses of corporate data processing and related services;
shareholder recordkeeping and shareholder account services; expenses of printing
and filing reports and other documents filed with governmental agencies;
expenses of printing and distributing prospectuses; expenses of annual and
special shareholders' meetings; fees and disbursements of transfer agents and
custodians; expenses of disbursing dividends and distributions; fees and
expenses of directors of the Corporation who are not employees of the Manager or
its affiliates; membership dues in the Investment Company Institute; insurance
premiums; and extraordinary expenses such as litigation expenses.
3. Compensation. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the Fund
will pay to the Manager promptly after the end of each month a fee, calculated
on each day during such month, at an annual rate of 0.90% of the average daily
net assets attributable to the Fund.
(b) If the Manager shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. Purchase and Sale of Assets. The Manager or, pursuant to the
Subadvisory Agreement, the Subadviser shall purchase securities or other assets
from or through and sell securities or other assets to or through such persons,
brokers or dealers (including the Manager or an affiliate of the Manager) as the
Manager and the Subadviser shall deem appropriate in order to carry out the
policy with respect to portfolio transactions as set forth in the Registration
Statement and Prospectus(es) of the Corporation or as the Board of Directors of
the Corporation may direct from time to time. In providing the Fund with
investment management and supervision, it is recognized that the Manager and the
Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research, statistical and other
services furnished by brokers or dealers to the Manager or the Subadviser, as
the case may be, for its use, to the general attitude of brokers or dealers
toward investment companies and their support of them, and to such other
considerations as the Board of Directors of the Corporation may direct or
authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for the
Fund that the Manager and the Subadviser have access to supplemental investment
and market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and execution. Therefore,
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the Manager and the Subadviser are authorized to place orders for the purchase
and sale of securities for the Fund with such brokers, subject to review by the
Corporation's Board of Directors from time to time with respect to the extent
and continuation of this practice. It is understood that the services provided
by such brokers may be useful to the Manager and the Subadviser in connection
with its services to other clients as well as the Fund.
The placing of purchase and sale orders may be carried out by the Manager,
the Subadviser or any wholly-owned subsidiary of the Manager.
If, in connection with purchases and sales of securities for the Fund, the
Manager or any subsidiary of the Manager may, without material risk, arrange to
receive a soliciting dealer's fee or other underwriter's or dealer's discount or
commission, the Manager shall, unless otherwise directed by the Board of
Directors of the Corporation, obtain such fee, discount or commission and the
amount thereof shall be applied to reduce the compensation to be received by the
Manager pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Fund of additional compensation to others for
consulting services, supplemental research and security and economic analysis.
5. Term of Agreement. This Agreement shall continue in full force and
effect until December 31, 2004, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Manager
shall not have notified the Fund in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Fund, on 60 days' written notice to the Manager, by
vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Fund (as defined by the 1940 Act). This
Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act).
6. Right of Manager In Corporate Name. The Manager and the Corporation
each agree that the word "Xxxxxxxx", which comprises a component of the
Corporation's and the Fund's' names, is a property right of the Manager. The
Fund agrees and consents that (i) it will only use the word "Xxxxxxxx" as a
component of its corporate name and for no other purpose, (ii) it will not
purport to grant to any third party the right to use the word "Xxxxxxxx" for any
purpose, (iii) the Manager or any corporate affiliate of the Manager may use or
grant to others the right to use the word "Xxxxxxxx", or any combination or
abbreviation thereof, as all or a portion of a corporate or business name or for
any commercial purpose, including a grant of such right to any other investment
company, and at the request of the Manager, the Corporation and the Fund will
take such action as may be required to provide its consent to the use of the
word "Xxxxxxxx", or any combination or abbreviation thereof, by the Manager or
any corporate affiliate of the Manager, or by any person to whom the Manager or
an affiliate of the Manager shall have granted the right to such use; and (iv)
upon the termination of any management agreement into which the Manager and the
Corporation may enter, the Fund
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shall, upon request by the Manager, promptly take such action, at its own
expense, as may be necessary to change its corporate name to one not containing
the word "Xxxxxxxx" and following such change, shall not use the word
"Xxxxxxxx", or any combination thereof, as a part of its corporate name or for
any other commercial purpose, and shall use its best efforts to cause its
officers, directors and stockholders to take any and all actions which the
Manager may request to effect the foregoing and to reconvey to the Manager any
and all rights to such word.
7. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Corporation on behalf of the Fund and the Manager
have caused this Agreement to be executed by their duly authorized officers as
of the date first above written.
XXXXXXXX LASALLE REAL ESTATE
FUND SERIES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
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J. & X. XXXXXXXX & CO. INCORPORATED
By: /s/ Xxxxx X. Xxxx
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