Exhibit 5
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the __ day of _______, 1997, by and between LaSalle
Partners Master Trust, a Delaware business trust (the "Trust"), and ABKB/LaSalle
Securities Limited, a Maryland limited partnership (the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Trust currently has a single investment portfolio and may
have additional investment portfolios from time to time; and
WHEREAS, the Manager is engaged in the business of providing investment
management and advisory services and is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust desires to retain the Manager to provide investment
management services to its investment portfolios listed in the Fee Schedule
appended hereto (the "Funds"), as from time to time amended, and the Manager is
willing to perform such services on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. Appointment of Manager. The Trust hereby appoints the Manager as
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investment manager of the Funds for the period and on the terms set forth in
this Agreement. The Manager accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
2. Duties of Manager. (a) Subject to the supervision of the Board of
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Trustees of the Trust, the Manager shall be responsible for providing a
continuous investment program for each of the Funds, including the provision of
investment research and management with respect to all securities and
investments and cash equivalents purchased, sold or held by the Funds and the
selection of brokers and dealers through which portfolio transactions for the
Funds are to be executed. In carrying out its responsibilities under this
Agreement, the Manager shall at all times act in accordance with the investment
objectives, policies and restrictions of the Funds as stated in the Trust's
registration statement under the 1940 Act, as amended from time to time (the
"Registration Statement"), as well as all applicable laws and regulations.
(b) The Manager agrees that it will:
(i) promptly advise the Trust's custodian and accounting services
agent of each purchase and sale, as the case may be, made on behalf of a Fund of
any security or other investment specifying in each case: the name and quantity
of the investment purchased or sold, the units and aggregate purchase or sale
price, the commission paid, the market on which the transaction was effected,
the trade date, the settlement date, the identity of the effecting broker or
dealer, and such other information as the Trust's custodian or accounting agent
may reasonably request, all in such manner as the Trust's custodian or
accounting agent may from time to time reasonably request;
(ii) provide, in a timely manner, such information as the Trust or
its authorized agent may reasonably request in connection with the computation
of the net asset value and net income of the Funds in accordance with the
procedures prescribed in the Registration Statement, or more frequently as
requested by the Board of Trustees of the Trust; provided, however, that the
Manager shall not be responsible for any such computation or for the calculation
of the net asset value per share of the Funds;
(iii) render regular reports to the Board of Trustees of the Trust
concerning the Manager's performance of its responsibilities under this
Agreement and such other periodic and special reports as the Board may request;
in particular, the Manager agrees that it will attend meetings of the Board of
Trustees and the validly constituted committees thereof;
(iv) permit individuals who are officers or employees of the Manager
to serve (if duly elected or appointed) as officers, trustees or members of any
advisory board or committee of the Trust; and
(v) furnish office space, facilitates, equipment and personnel
adequate for the performance of its duties under this Agreement.
3. Brokerage Transactions. (a) The Manager, subject to the control and
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direction of the Board of Trustees of the Trust, shall have authority and
discretion to select brokers and dealers to execute portfolio transactions for
the Funds, and to select the markets on or in which the transactions will be
executed. In acting pursuant to this Section 3, the Manager shall place orders
through such brokers or dealers in conformity with the policies with respect to
portfolio transactions set forth in the Registration Statement. It is
understood that neither the Trust nor the Manager will adopt a formula for
allocation of the brokerage of the Funds. It is further understood that the
Manager may, to the extent permitted by applicable laws and regulations,
aggregate securities to be sold or purchased for a Fund and for other clients in
order to obtain the most favorable execution. In such event, allocation for the
securities purchased or sold, as well as expenses incurred in the transaction,
shall be made by the Manager in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to its other
clients. The Manager shall provide such reports as the Board of Trustees may
reasonably request
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with respect to each Fund's total brokerage and portfolio transaction
activities, and the manner in which such transactions were allocated.
(b) The Manager agrees that in placing orders with brokers and
dealers, it will attempt to obtain the best net results in terms of price and
execution; provided that, on behalf of any Fund, the Manager may, in its
discretion, purchase and sell portfolio securities through brokers-dealers that
provide research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934), and the Manager may cause a Fund to pay those brokers-
dealers, in return for such brokerage and research services, a higher commission
than may be charged by other brokers-dealers, subject to the Manager determining
in good faith that such commission is reasonable in terms either of the
particular transaction or of the overall responsibility of the Manager to the
Fund and its other clients.
4. Books and Records. The Manager shall create and maintain all
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necessary books and records in accordance with all applicable laws and
regulations, including but not limited to the records required by Section 31(a)
of the 1940 Act and the rules thereunder, as the same may be amended from time
to time, pertaining to the services performed by it hereunder which are not
otherwise created and maintained by or on behalf of the Trust. The Manager
agrees to preserve, for the periods prescribed by Rule 31a-2 under the 1940 Act,
the records required to be maintained by Rule 31a-1 under the 1940 Act. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that all records which it maintains for the Trust or the Funds are
the property of the Trust. The Manager further agrees that the Trust, or the
Trust's authorized representatives, shall have access to such books and records
at all times during the Manager's normal business hours and that copies of any
such books and records shall be provided to the Trust promptly upon request by
the Trust or its authorized representative.
5. Activities and Affiliates of Manager. (a) The services furnished by
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the Manager hereunder shall not be deemed to be exclusive, the Manager being
free to render investment management services to others and to engage in other
activities; provided, however, that such services and activities do not, during
the term of this Agreement, interfere in a material manner with the Manager's
ability to meet its obligations to the Trust and the Funds hereunder.
(b) The Trust acknowledges that the Manager, or one or more of its
affiliated persons, may have investment responsibilities or render investment
advice to or perform other investment advisory services for other individuals or
entities; and that the Manager, its affiliated persons or any of its or their
directors, officers, agents or employees may buy, sell or trade in securities
for its or their respective accounts ("Affiliated Accounts"). Subject to the
provisions of Section 3, the Trust agrees that the Manager or its affiliated
persons may give advice or exercise investment responsibility and take such
other action with respect to Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Funds,
provided that the Manager acts in good faith. The Trust acknowledges that one
or more Affiliated Accounts may at any time hold, acquire, increase, decrease,
dispose of or otherwise deal with positions in investments in which a Fund may
have an interest. The Manager shall
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have no obligation to acquire for any Fund any investment that an Affiliated
Account may acquire, and the Trust shall have no first refusal, co-investment or
other rights in respect of any such investment, either for the Funds or
otherwise.
(c) Subject to and in accordance with the Trust's Agreement and
Declaration of Trust and By-Laws, as currently in effect and as amended from
time to time, and the 1940 Act and the rules thereunder, it is understood that
trustees, officers, agents and shareholders of the Trust are or may be
interested in the Manager or its affiliated persons, as directors, officers,
agents and shareholders or otherwise; that directors, officers, agents and
shareholders of the Manager or its affiliated persons are or may be interested
persons of the Trust, as trustees, officers, agents, shareholders or otherwise;
that the Manager or its affiliated persons may be interested in the Trust, as
shareholders or otherwise; and that the effect of any such interests shall be
governed by said Agreement and Declaration of Trust and By-Laws, and the 1940
Act and the rules thereunder.
6. Expenses. (a) The Manager agrees to bear all expenses incurred by
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it in performing its duties under this Agreement. In addition, the Manager
shall, at its own expense, pay the compensation of the trustees, officers and
employees, if any, of the Trust who are affiliated persons of the Manager or its
affiliated persons.
(b) During the term of this Agreement, the Trust shall bear all
expenses, not specifically assumed by the Manager, incurred in the conduct of
its operations, including, without limitation, the following: the expenses of
organizing the Trust and continuing its existence; fees and expenses of
preparing and filing the Trust's registration statement under the 1940 Act and
any amendments thereto; fees and expenses of trustees and officers of the Trust
who are not affiliated persons of the Manager or its affiliated persons; fees
for administrative services; expenses of preparing and distributing shareholder
reports and other materials to shareholders; interest; brokerage commissions;
taxes and governmental fees; expenses of issue, purchase, repurchase and
redemption of shares; charges and expenses of custodians, transfer agents,
dividend disbursing agents and registrars; printing and mailing costs; expenses
of auditing, accounting and legal services; expenses of meetings of the Board of
Trustees and shareholders and of proxy solicitations; insurance expenses;
association membership dues; and litigation and other extraordinary or non-
recurring expenses.
7. Compensation. (a) For the services provided and the expenses
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assumed pursuant to this Agreement, the Trust shall pay the Manager a fee in
accordance with the Fee Schedule appended to this Agreement. Such fee shall be
accrued daily and paid monthly as soon as practicable after the end of each
month. For purposes of calculating the Manager's fee, the value of the net
assets of the Funds shall be determined as described in the Registration
Statement. If the Manager shall serve for less than the whole of any month, the
foregoing compensation shall be prorated.
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(b) The Manager may, from time to time and for such periods as it
deems appropriate, reduce its compensation from a Fund (and, if appropriate,
assume expenses of one or more Funds or any class of shares thereof) to the
extent the expenses of such Fund or class exceed such expense limitation as the
Manager may, by notice to the Trust, voluntarily declare to be effective with
respect to the Fund or class.
8. Liability of Manager. The Manager shall not be liable to the Trust
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or any shareholder for any act or omission in connection with the performance of
its duties hereunder including, without limitation, losses that may be sustained
in the purchase, holding or sale of any security or the making of any investment
for or on behalf of the Funds, except for liability to which the Manager would
otherwise be subject by reason of 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.
9. Term and Termination. (a) This Agreement shall become effective for
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each Fund as of the date of execution of the related Fee Schedule and shall
continue in effect with respect to each Fund initially listed in the Fee
Schedule (and any additional Funds added to the Fee Schedule during the initial
term of this Agreement) for two years from the date of this Agreement, provided
that this Agreement has first been approved by (i) the Board of Trustees of the
Trust, including a majority of the trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) the vote of a
majority of the outstanding voting securities of the Trust. Thereafter, this
Agreement shall continue for successive periods of one year, but only so long as
such continuance is specifically approved at least annually by (i) the Board of
Trustees or, with respect to any Fund, the vote of a majority of the outstanding
voting securities of the Fund, and (ii) the vote of a majority of the trustees
of the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
(b) Notwithstanding any provision hereof, this Agreement may be
terminated with respect to any Fund or the Trust at any time, without payment of
any penalty, by the Board Fund or the Trust, respectively, on 60 days' written
notice to the Manager, or by the Manager on 60 days' written notice to the
Trust. Termination of this Agreement with respect to any Fund shall in no way
affect the continued validity of this Agreement or performance hereunder with
respect to any other Fund. This Agreement shall terminate automatically and
immediately in the event of its assignment.
10. Amendment. No material provision of this Agreement may be changed,
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waived, discharged or terminated except by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of any material term of this Agreement
shall be effective until it has been approved both by the Board of Trustees of
the Trust, including a majority of the trustees who are not parties to this
Agreement
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or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such amendment, and, when required by the 1940 Act with
respect to any Fund, by a majority of the outstanding voting securities of the
Fund.
11. Definitions. As used in this Agreement, the terms "affiliated
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person", "assignment", "control", "interested person", and "vote of a majority
of the outstanding voting securities" shall have the meanings given them in the
1940 Act, subject to any applicable orders of exemption issued by the Securities
and Exchange Commission.
12. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Maryland, without giving effect to the
choice of law principles thereof. To the extent applicable Maryland law or any
provision of this Agreement conflicts with applicable provisions of the 1940
Act, the Advisers Act, or other applicable federal laws or regulations, the
latter shall control.
13. Limitation of Liability. The Manager expressly acknowledges the
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limitation of liability set forth in the Agreement and Declaration of Trust of
the Trust. The Manager agrees that the obligations assumed by the Trust
pursuant to this Agreement shall be limited in any case to the assets of the
Trust, and the Manager shall not seek satisfaction of any such obligations from
the shareholders, trustees or officers of the Trust, or any of them.
14. Miscellaneous. If any provision of this Agreement shall be held or
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made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be affected thereby. The title of this Agreement and the headings of
the sections herein are for convenience of the parties only, and are not
intended to be part of or affect the meaning or interpretation of this
Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the matters referred to herein, and no other agreement,
verbal or otherwise, shall be binding as between the parties. No failure or
delay on the part of any party hereto in exercising any right power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. Any
waiver granted hereunder must be in writing and shall be valid only in the
specific instance in which given.
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IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.
Attest: LA SALLE PARTNERS MASTER TRUST
By:
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Attest: ABKB/LA SALLE SECURITIES LIMITED
By:
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FEE SCHEDULE
The fees payable to the Manager pursuant to Section 7 of the Agreement
shall be as follows:
Fund Annual Fee Rate
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U.S. Real Estate Securities Fund 0.75% of average daily net assets
Attest: LA SALLE PARTNERS MASTER TRUST
By:
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Attest: ABKB/LA SALLE SECURITIES LIMITED
By:
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Dated: _______ __, 1997
