Exhibit (g)
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made the ___ day of April, 2004, between Lazard Global Total
Return and Income Fund, Inc., a Maryland corporation (the "Fund") and Lazard
Asset Management 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 closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund desires to retain the Investment Manager to render
investment advisory services 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 Fund 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 and assets of the
Fund, including the purchase, retention and disposition thereof, in accordance
with the Fund'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
Fund's investments and determine from time to time what investments or
securities will be purchased, retained, sold or loaned by the Fund, 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.
1
(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 (each
hereinafter defined) 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 Fund 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 Fund 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 Fund 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 Fund 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 Fund'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 Fund's assets.
2
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 and
restated 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) 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-2 (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 and the statement
of additional information, each 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
members, officers and employees of the Investment Manager, and any of the
members, 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 members,
directors, officers or employees of the Investment Manager or any of its
affiliates.
3
5. The Investment Manager shall keep the books and records of the Fund
required to be maintained by it pursuant to this Agreement and by the Fund
pursuant to the 1940 Act. The Investment Manager agrees that all records which
it maintains for the Fund are the property of the Fund and it will surrender
promptly to the Fund any of such records upon the request of the Fund. The
Investment Manager further agrees to preserve such records as 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
Fund under this Agreement, including without limitation, the compensation of all
personnel of the Fund and the Investment Manager (other than personnel retained
specifically by the Fund), except the fees of Directors of the Fund who are not
affiliated persons of the Investment Manager or its affiliates. The Fund assumes
and will pay all other expenses in connection with the Fund 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, if any;
(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 Fund's portfolio of investments and calculation of
net asset value, including the cost of any pricing or valuation 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 Fund's securities;
4
(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) expenses of listing shares of the Fund with a stock
exchange, and expenses of issue, sale, repurchase and redemption (if
any) of the interests in the Fund, including expenses of conducting
tender offers for the purpose of repurchasing Fund interests;
(g) brokers' commissions, spreads, fees, any issue or transfer
taxes and any other charges in connection with portfolio transactions
on behalf of the Fund;
(h) all taxes and corporate fees payable by the Fund to
federal, state or other governmental agencies, and all costs of
maintaining corporate existence;
(i) the allocable share of the fees of any trade association
of which the Fund may be a member;
(j) the cost of share certificates, if any, representing
shares of the Fund;
(k) 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 Fund under
state securities laws, including the preparation and printing of the
Fund's Registration Statements and Prospectuses and amendments and
revisions thereto (including proxy solicitation) for filing under
federal and state securities laws for such purposes;
(l) 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;
5
(m) the cost of obtaining fidelity insurance and any liability
insurance covering the Directors and officers of the Fund as such;
(n) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Fund's business;
(o) all expenses incurred in connection with the organization
of the Fund and the initial public offering of the Fund's Common Stock;
(p) fees payable to the Investment Manager hereunder;
(p) interest expenses of the Fund, including expenses incurred
in connection with leveraging the Fund's assets through a line of
credit or other borrowing or issuing and maintaining preferred stock;
and
(q) all other expenses properly payable by the Fund.
7. For the services provided to the Fund and the expenses assumed
pursuant to this Agreement, the Fund will pay monthly to the Investment Manager
as full compensation therefor a management fee, accrued daily, at the annual
rate of 0.85% of the Fund's average daily Leveraged Assets. Leveraged Assets
means the Fund's total assets (including (1) the aggregate financial exposures
created by forward currency contracts in excess of that represented in the
Fund's net assets ("Forward Currency Contract Commitments") and (2) investments
made with the proceeds of borrowings from financial institutions ("Borrowings"))
minus accrued liabilities (other than Forward Currency Contract Commitments and
liabilities associated with Borrowings). The liquidation value of any preferred
stock is not treated as a liability.
8. The Investment Manager shall not be liable for any error of judgment
or for any loss suffered by the Fund 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
6
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 Fund
may have under any federal securities law.
9. This Agreement shall continue until December 31, 2005 (the
"Reapproval Date"), and thereafter shall continue automatically for successive
annual periods ending on December 31 (the "Reapproval Day"), 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
Fund'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 may be terminated at any time, without payment
of penalty by the Fund, on 60 days' written notice to the Investment Manager, by
vote of the Board of Directors of the Fund, or by vote of a majority (as defined
in the 0000 Xxx) of the outstanding voting securities of the Fund. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the 1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any
member, officer or employee of the Investment Manager or any member, 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 or her
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
7
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.
LAZARD GLOBAL TOTAL RETURN AND INCOME
FUND, INC.
By:
--------------------------------
Name:
Title:
LAZARD ASSET MANAGEMENT LLC
By:
--------------------------------
Name:
Title:
8
