EX-99
EX-99.B5 INVESTMENT MANAGEMENT AGREEMENT
DELAWARE GROUP TREASURY RESERVES, INC.
TREASURY RESERVES INTERMEDIATE SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP TREASURY RESERVES, INC., a
Maryland corporation (the "Fund"), for the TREASURY RESERVES INTERMEDIATE SERIES
(the "Series"), and DELAWARE MANAGEMENT COMPANY, INC., a Delaware Corporation
(the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as
an investment company registered under the Investment Company Act of 1940 and
engages in the business of investing and reinvesting its assets in securities;
and
WHEREAS, the Investment Manager is a registered
Investment Adviser under the Investment Advisers Act of 1940 and engages in the
business of providing investment management services; and
WHEREAS, the indirect parent company of the
Investment Manager completed on the date of this Agreement a merger transaction
which resulted in a change of control of the Investment Manager and an automatic
termination of the previous Investment Management Agreement for the Series dated
as of the 20th day of December, 1990; and
WHEREAS, the Board of Directors of the Fund and
shareholders of the Series have determined to enter into a new Investment
Management Agreement with the Investment Manager to be effective as of the date
hereof.
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 Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its affairs,
subject to the direction of the Board of Directors and officers of the Fund 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 Fund in any way, or in
any way be deemed an agent of the Fund. The Investment Manager shall regularly
make decisions as to what securities to purchase and sell on behalf of the
Series, shall effect the purchase and sale of investments in furtherance of the
Series' objectives and policies, and shall furnish the Board of Directors of the
Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
2. The Fund 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
existence; the maintenance of its own books, records and procedures; dealing
with its own shareholders; the payment of dividends; transfer of stock, issue,
sale, 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; and taxes. The Fund shall bear all of its own
organizational costs. Directors, officers and employees of the Investment
Manager may be directors, officers and employees of other funds which have the
same Investment Manager. Directors, officers and employees of the Investment
Manager who are directors, officers and/or employees of the funds shall not
receive any compensation from the funds 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 Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the purchase
and sale of portfolio securities with such broker/dealers who provide
statistical, factual and financial information and services to the Fund, to the
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services and with
broker/dealers who sell shares of any of the funds for which the Investment
Manager provides investment advisory services. Broker/dealers who sell shares of
the funds of which Delaware Management Company, Inc. is manager 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 the National Association of Securities
Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund, and the Fund may
agree, 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 it and the Investment Manager have
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 Fund
and to other funds for which the Investment Manager exercises investment
discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager a management fee from the Series' assets, payable monthly
and computed on asset value of the Series as of each day at the annual rate of
one-half of one percent per annum, less the Series' proportionate part of all
fees paid to members of
the Board of Directors of the Fund during the same period based on the number of
publicly offered series of the Fund.
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect 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 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
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.
6. The Investment Manager, its directors, 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, may render underwriting services to the Fund or
to any other investment company, corporation, association, firm or individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of duties of the
Investment Manager to the Fund, the Investment Manager shall not be subject to
liabilities to the Fund or to any shareholder of the Fund 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.
8. This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the outstanding
voting securities of the Series. It shall continue in effect for a period of two
years, and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of Directors
or by a vote of a majority of the outstanding voting securities of the Series
and only if the terms and the renewal hereof have been approved by the vote of
the majority of the Directors of the Fund who are not parties hereto or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval. No amendment to this Agreement shall be
effective unless the terms thereof have been approved by the vote of a majority
of the outstanding voting securities of the Series and by the vote of a majority
of the Directors of the Fund who are not parties to the Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. Notwithstanding the foregoing, this Agreement may be
terminated by the Fund at any time, without the payment of a penalty, on sixty
days' written notice to the Investment Manager of the Fund's intention to do so,
pursuant to action by the Board of Directors of the Fund or pursuant to vote of
a majority of the outstanding voting securities of the Series. The Investment
Manager may terminate this Agreement at any time, without the payment of
penalty, on sixty days' written notice to the Fund 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 the
obligation to respond for a breach of this Agreement committed prior to such
termination, and except for the obligation of the Fund 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.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purpose of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement by having it signed by their duly authorized officers as of the
3rd day of April, 1995.
DELAWARE GROUP TREASURY RESERVES,INC.
for the TREASURY RESERVES INTERMEDIATE SERIES
Attest:/s/Xxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx
----------------------- ------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
DELAWARE MANAGEMENT COMPANY, INC.
Attest:/s/Xxxxxxxx X. Maestro By:/s/Xxxxx X. Xxxxx
---------------------- ------------------------
Xxxxxxxx X. Maestro Xxxxx X. Xxxxx
DELAWARE GROUP TREASURY RESERVES, INC.
U.S. GOVERNMENT MONEY SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP TREASURY RESERVES, INC., a
Maryland corporation (the "Fund"), for the U.S. GOVERNMENT MONEY SERIES (the
"Series"), and DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as
an investment company registered under the Investment Company Act of 1940 and
engages in the business of investing and reinvesting its assets in securities;
and
WHEREAS, the Investment Manager is a registered
Investment Adviser under the Investment Advisers Act of 1940 and engages in the
business of providing investment management services; and
WHEREAS, the indirect parent company of the
Investment Manager completed on the date of this Agreement a merger transaction
which resulted in a change of control of the Investment Manager and an automatic
termination of the previous Investment Management Agreement for the Series dated
as of the 20th day of December, 1990; and
WHEREAS, the Board of Directors of the Fund and
shareholders of the Series have determined to enter into a new Investment
Management Agreement with the Investment Manager to be effective as of the date
hereof.
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 Fund hereby employs the Investment Manager to
manage the investment and reinvestment of the Series' assets and to administer
its affairs, subject to the direction of the Board of Directors and officers of
the Fund 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 Fund in
any way, or in any way be deemed an agent of the Fund. The Investment Manager
shall regularly make decisions as to what securities to purchase and sell on
behalf of the Series, shall effect the purchase and sale of investments in
furtherance of the Series' objectives and policies, and shall furnish the Board
of Directors of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
2. The Fund 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 stock, issue, sale, 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; and taxes. The Fund shall bear all of
its own organizational costs. Directors, officers and employees of the
Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
directors, officers and/or employees of the funds shall not receive any
compensation from the funds 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 Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the purchase
and sale of portfolio securities with such broker/dealers who provide
statistical, factual and financial information and services to the Fund, to the
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services and with broker/dealers who sell shares of
any of the funds for which the Investment Manager provides investment advisory
services. Broker/dealers who sell shares of the funds of which Delaware
Management Company, Inc. is manager 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 the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund and the Fund may
agree 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 it and the Investment Manager have
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 Fund and to other funds
for which the Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by
the Investment Manager under the provisions of this Agreement, the Fund shall
pay to the Investment Manager from the Series' assets a management fee, payable
monthly and computed on the asset value of the Series as of each day at the
annual rate of one-half of one percent per annum, less the Series' proportionate
part of all fees paid to members of the Board of Directors of the Fund during
the same period based on the number of publicly offered series of the Fund.
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect 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 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
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.
6. The Investment Manager, its directors, 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, may render underwriting services to the Fund or
to any other investment company, corporation, association, firm
or individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of duties of the
Investment Manager to the Fund, the Investment Manager shall not be subject to
liabilities to the Fund or to any shareholder of the Fund 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.
8. This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the outstanding
voting securities of the Series. It shall continue in effect for a period of two
years, and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of Directors
or by a vote of a majority of the outstanding voting securities of the Series
and only if the terms and the renewal hereof have been approved by the vote of a
majority of the Directors of the Fund, who are not parties hereto or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. No amendment to this Agreement shall be effective
unless the terms thereof have been approved by the vote of a majority of the
outstanding voting securities of the Series and by the vote of a majority of
Directors of the Fund who are not parties to the Agreement or interested persons
of any such party, cast in person at a meeting called for the purpose of voting
on such approval. Notwithstanding the foregoing, this Agreement may be
terminated by the Fund at any time, without the payment of a penalty, on sixty
days' written notice to the Investment Manager of the Fund's intention to do so,
pursuant to action by the Board of Directors of the Fund or pursuant to vote of
a majority of the outstanding voting securities of the Series. The Investment
Manager may terminate this Agreement at any time, without the payment of
penalty, on sixty days' written notice to the Fund 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 the obligation to respond for a breach of this Agreement committed
prior to such termination, and except for the obligation of the Fund 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.
9. The Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purpose of this Agreement, the terms "vote of a
majority of the outstanding voting securities"; "interested persons"; and
"assignment" shall have the meanings defined in the Investment Company Act of
1940.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of the 3rd
day of April, 1995.
DELAWARE GROUP TREASURY RESERVES
for the U.S. GOVERNMENT MONEY SERIES
Attest:/s/Xxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx
----------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
DELAWARE MANAGEMENT COMPANY, INC.
Attest:/s/Xxxxxxxx X. Maestro By:/s/Xxxxx X. Xxxxx
----------------------- -------------------------------
Xxxxxxxx X. Maestro Xxxxx X. Xxxxx
