Exhibit 99.(d)(1)
INVESTMENT MANAGEMENT AGREEMENT
THE LAZARD FUNDS, INC.
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January 13, 2003
Lazard Asset Management LLC
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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, 2002 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
▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
ACCEPTED:
LAZARD ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Managing Director
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