EX-99.2(K)(1)
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of this
__th day of August, 2001, by and between Lazard Alternatives, LLC ("Lazard
Alternatives") and Lazard Alternative Strategies Fund, L.L.C. (the "Company").
WHEREAS, the Company wishes to retain Lazard Alternatives to
provide to it certain administrative services;
NOW THEREFORE, in consideration of the terms and conditions
herein contained, the parties agree as follows:
1. APPOINTMENT OF LAZARD ALTERNATIVES.
(a) The Company hereby retains Lazard Alternatives to provide and
Lazard Alternatives hereby agrees to provide certain administrative services to
the Company. These services shall include:
(i) the provision of office space, telephone and
utilities;
(ii) the provision of administrative and secretarial,
clerical and other personnel as necessary to
provide the services required to be provided
under this Agreement;
(iii) the general supervision of the entities that are
retained by the Company to provide
administrative services and custody services to
the Company;
(iv) the handling of investor inquiries regarding the
Company and providing investors with information
concerning their investment in the Company and
capital account balances;
(v) preparing investor communications;
(vi) assisting in the drafting and updating of
disclosure documents relating to the Company and
assisting in the preparation of offering
materials;
(vii) maintaining and updating investor information,
such as change of address and employment;
(viii) assisting in the preparation and mailing of
investor subscription documents and confirming
the receipt of such documents and investor
funds;
(ix) assisting in the preparation of regulatory
filings with the Securities and Exchange
Commission, state securities regulators and
other Federal and state regulatory authorities;
(x) preparing reports to and other informational
materials for members and assisting in the
preparation of proxy statements and other member
communications;
(xi) monitoring compliance with regulatory
requirements and with the Company's investment
objective, policies and restrictions as
established by the Board of Managers of the
Company (the "Board of Managers");
(xii) reviewing accounting records and financial
reports of the Company, assisting with the
preparation of the financial reports of the
Company and acting as liaison with the Company's
independent auditors;
(xiii) assisting in preparation and filing of tax
returns for the Company;
(xiv) coordinating and organizing meetings of the
Board of Managers and meetings of the members of
the Company, in each case when called by such
persons;
(xv) preparing materials and reports for use in
connection with meetings of the Board of
Managers;
(xvi) maintaining and preserving those books and
records of the Company not maintained by PFPC,
Inc., the Company's administrator; or PFPC Trust
Company, the Company's custodian (the
"Custodian");
(xvii) reviewing and arranging with the Custodian for
payment of the expenses of the Company;
(xviii) assisting the Company in conducting offers to
members of the Company to repurchase member
interests; and
(xix) reviewing and approving all regulatory filings
of the Company required under applicable law.
(b) Notwithstanding the appointment of Lazard
Alternatives to provide administrative services hereunder, the Board of Managers
shall remain responsible for supervising and controlling the management,
business and affairs of the Company.
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2. MANAGEMENT FEE; EXPENSES.
(a) In consideration for the provision by Lazard
Alternatives of its services hereunder, the Company will pay Lazard Alternatives
a quarterly management fee, payable in advance, computed at the annual rate of
1.00% (0.25% quarterly) of the Company's "net assets" (the " Management Fee").
"Net assets" shall equal the total value of all assets of the Company, less an
amount equal to all accrued debts, liabilities, and obligations of the Company
calculated before giving effect to any repurchases of interests.
(b) The Management Fee will be computed based on the
net assets of the Company as of the start of business on the first business day
of each quarter, after adjustment for any subscriptions effective on such date,
and will be due and payable in advance within five business days after the
beginning of such quarter. In the event that the Management Fee is payable in
respect of a partial quarter, such fee will be appropriately PRO-RATED.
(c) Lazard Alternatives is responsible for all costs
and expenses associated with the provision of its services hereunder. The
Company shall pay all other expenses associated with the conduct of its
business.
3. LIABILITY. Lazard Alternatives will not be liable for
any error of judgment or mistake of law or for any loss suffered by the Company,
the Managers serving on the Board of Managers ("Managers") or the Company's
members in connection with the performance of its duties under this Agreement,
except a loss (as to which it will be liable and will indemnify and hold
harmless the Company) resulting from willful misfeasance, bad faith or gross
negligence on Lazard Alternatives' part (or on the part of an officer or
employee of Lazard Alternatives) in the performance of its duties hereunder or
reckless disregard by it of its duties under this Agreement.
4. EFFECTIVE DATE AND TERMINATION. This Agreement shall
become effective as of the date first noted above, and shall remain in effect
for an initial term of two years from the date of its effectiveness. This
Agreement may be continued in effect from year to year after its initial term
provided that such continuance is approved annually by the Board of Managers,
including the vote of a majority of the Managers who are not "interested
persons" of the Company, as defined by the Investment Company Act of 1940 and
the rules thereunder (the "1940 Act"). This Agreement may be terminated by
Lazard Alternatives, by the Board of Managers or by vote of a majority of the
outstanding voting securities of the Company at any time, in each case upon not
less than 60 days' prior written notice. This Agreement shall also terminate
automatically in the event of its "assignment," as such term is defined by the
1940 Act.
5. ENTIRE AGREEMENT. This Agreement embodies the entire
understanding of the parties. This Agreement cannot be altered, amended,
supplemented, or abridged, or any provisions waived except by written agreement
of the parties.
6. CHOICE OF LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York and the 1940 Act.
In the event the laws of New York conflict with the 1940 Act, the applicable
provisions of the 1940 Act shall control.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
LAZARD ALTERNATIVE STRATEGIES FUND, L.L.C.
By: Lazard Alternative Strategies Holdings, L.L.C.
Organizational Member
By:
---------------------------------
Name: Xxxxxxx X. Rome
Title: Managing Director
Date:
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LAZARD ALTERNATIVES, L.L.C.
By:
---------------------------------
Name: Xxxxxxx X. Rome
Title: Managing Director
Date:
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