EXHIBIT (d)(2)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, a Delaware
business trust (the "Trust"), on behalf of each series of shares of beneficial
interest of the Trust that is listed on Exhibit A to this Agreement, as that
Exhibit may be amended from time to time (each such series of shares is
hereinafter referred to as a "Portfolio" and, together with other series of
shares listed on such Exhibit, the "Portfolios"), and DELAWARE INTERNATIONAL
ADVISERS LTD., a U.K. company (the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, each Portfolio engages in the business of investing and
reinvesting its assets in securities; and
WHEREAS, the Investment Manager is registered under the Investment
Advisers Act of 1940 as an investment adviser and engages in the business of
providing investment management services; and
WHEREAS, the Trust, on behalf of each Portfolio, and the Investment
Manager desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Trust hereby employs the Investment Manager to manage the
investment and reinvestment of each Portfolio's assets and to administer its
affairs, subject to the direction of the Trust's Board of Trustees and officers
for the period and on the terms hereinafter set forth. The Investment Manager
hereby accepts such employment and agrees during such period to render the
services and assume the obligations herein set forth for the compensation herein
provided. The Investment Manager shall for all purposes herein be deemed to be
an independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Trust in any way, or
in any way be deemed an agent of the Trust. The Investment Manager shall
regularly make decisions as to what securities and other instruments to purchase
and sell on behalf of each Portfolio and shall effect the purchase and sale of
such investments in furtherance of each Portfolio's objectives and policies and
shall furnish the Board of Trustees of the Trust with such information and
reports regarding each Portfolio's investments as the Investment Manager deems
appropriate or as the Trustees of the Trust may reasonably request.
2. The Trust shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto, including, but not
in limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of shares,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees. Trustees, officers and employees of the Investment Manager
may be directors, trustees, officers and employees of any of the investment
companies within the Delaware Investments family (including the Trust).
Trustees, officers and employees of the Investment Manager who are directors,
trustees, officers and/or employees of these investment companies shall not
receive any compensation from such companies for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and
in the performance of this Agreement, the Trust and Investment Manager may share
facilities common to each, which may include legal and accounting personnel,
with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best
execution, the Investment Manager may place orders for the purchase and sale of
portfolio securities and other instruments with such broker/dealers selected who
provide statistical, factual and financial information and services to the
Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5
hereof, a "Sub-Adviser") or to any other Portfolio for which the Investment
Manager or any Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Trust or who sell shares of any other
investment company (or series thereof) for which the Investment Manager or any
Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of any investment companies or series thereof for which the Investment
Manager or Sub-Adviser provides investment advisory services shall only receive
orders for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the Rules of the Securities and
Exchange Commission and NASD Regulation, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Trust, the Investment Manager may cause a Portfolio
to pay a member of an exchange, broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker or dealer would have charged for effecting that
transaction, in such instances where the Investment Manager has determined in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such member, broker or
dealer, viewed in terms of either that particular transaction or the Investment
Manager's overall responsibilities with respect to the Trust and to other
investment companies (or series thereof) and other advisory accounts for which
the Investment Manager or any Sub-Adviser exercises investment discretion.
4. As compensation for the services to be rendered to a particular
Portfolio by the Investment Manager under the provisions of this Agreement, the
Trust shall pay monthly to the Investment Manager exclusively from that
Portfolio's assets, a fee based on the average daily net assets of that
Portfolio during the month. Such fee shall be calculated in accordance with the
fee schedule applicable to that Portfolio as set forth in Exhibit A hereto.
If this Agreement is terminated prior to the end of any calendar month
with respect to a particular Portfolio, the management fee for such Portfolio
shall be prorated for the portion of any month in which this Agreement is in
effect with respect to such Portfolio according to the proportion which the
number of calendar days during which the Agreement is in effect bears to the
number of calendar days in the month, and shall be payable within 10 calendar
days after the date of termination.
5. The Investment Manager may, at its expense, select and contract with
one or more investment advisers registered under the Investment Advisers Act of
1940 ("Sub-Advisers") to perform some or all of the services for a Portfolio for
which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Portfolio. The Investment
Manager may terminate the services of any Sub-Adviser at any time in its sole
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discretion, and shall at such time assume the responsibilities of such
Sub-Adviser unless and until a successor Sub-Adviser is selected and the
requisite approval of the Portfolio's shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services furnished
by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Trust
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
7. The Investment Manager, its trustees, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Trust or to any other investment company, corporation, association, firm or
individual.
8. It is understood and agreed that so long as the Investment Manager
and/or its advisory affiliates shall continue to serve as the Trust's investment
adviser, other investment companies as may be sponsored or advised by the
Investment Manager or its affiliates shall have the right permanently to adopt
and to use the words "Delaware," "Delaware Investments" or "Delaware Group" in
their names and in the names of any series or class of shares of such funds.
9. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of its duties as the Investment
Manager to the Trust, the Investment Manager shall not be subject to liability
to the Trust or to any shareholder of the Trust for any action or omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security, or
otherwise.
10. This Agreement shall be executed and become effective as of the
date written below, and shall become effective with respect to a particular
Portfolio as of the effective date set forth in Exhibit A for that Portfolio, if
approved by the vote of a majority of the outstanding voting securities of that
Portfolio. It shall continue in effect for an initial period of two years for
each Portfolio and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
or by the vote of a majority of the outstanding voting securities of that
Portfolio and only if the terms and the renewal hereof have been approved by the
vote of a majority of the Trustees of the Trust who are not parties hereto or
interested persons of any such party ("Independent Trustees"), cast in person at
a meeting called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated as to any Portfolio by the Trust at
any time, without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Trust's intention to do so, pursuant to action by the
Board of Trustees of the Trust or pursuant to the vote of a majority of the
outstanding voting securities of the affected Portfolio. The Investment Manager
may terminate this Agreement at any time, without the payment of a penalty, on
sixty days' written notice to the Trust of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for any
obligation to respond for a breach of this Agreement committed prior to such
termination, and except for the obligation of the Trust to pay to the Investment
Manager the fee provided in Paragraph 4 hereof, prorated to the date of
termination. This Agreement shall automatically terminate in the event of its
assignment.
11. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
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12. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meaning defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and duly attested as of
the 23rd day of November, 1999.
DELAWARE INTERNATIONAL ADVISERS LTD. DELAWARE POOLED TRUST
on behalf of
the Portfolios listed on Exhibit A
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Managing Director Title: President and Chief
Executive Officer
Attest: /s/Xxxx Xxxxxxxx Attest: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx
Title: company Secretary Title: Assistant Vice President/
Assistant Secretary
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EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between DELAWARE
POOLED TRUST and DELAWARE INTERNATIONAL ADVISERS LTD. (the "Investment
Manager"), entered into as of the 15th day of December 1999 (the "Agreement")
lists the Portfolios for which the Investment Manager provides investment
management services pursuant to this Agreement, along with the management fee
rate schedule for each Portfolio and the date on which the Agreement became
effective for each Portfolio.
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Management Fee Schedule
(as a percentage of
average daily net assets)
Portfolio Name Effective Date Annual Rate
-------------- -------------- -------------------------
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The Emerging Markets Portfolio December 15, 1999 1.00%
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The Global Equity Portfolio December 15, 1999 0.75%
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The Global Fixed Income Portfolio December 15, 1999 0.50%
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The International Equity Portfolio December 15, 1999 0.75%
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The International Fixed Income Portfolio December 15, 1999 0.50%
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The International Large-Cap Equity Portfolio December 15, 1999 0.75%
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The International Small-Cap Portfolio December 15, 1999 1.00%
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The Labor Select International Equity Portfolio December 15, 1999 0.75%
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