INVESTMENT MANAGEMENT AGREEMENT
Ex-99.d.1
AGREEMENT, made by and between DELAWARE GROUP EQUITY FUNDS I, a Delaware statutory 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 “Fund” and,
together with other series of shares listed on such Exhibit, the “Funds”), and
DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business
Trust, a Delaware statutory trust (the “Investment Manager”).
WITNESSETH:
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”);
WHEREAS, each Fund engages in the business of
investing and reinvesting its assets in securities;
WHEREAS, the Investment Manager is registered
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as
an investment adviser and engages in the business of providing investment
management services; and
WHEREAS, the Trust, on behalf of each Fund,
and the Investment Manager desire to enter into this Agreement so that the
Investment Manager may provide investment management services to each Fund.
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 Fund’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 or the Funds in any way, or in
any way be deemed an agent of the Trust or the Funds. The Investment
Manager shall regularly make decisions as to what securities and other
instruments to purchase and sell on behalf of each Fund and shall effect the
purchase and sale of such investments in furtherance of each Fund’s investment
objectives and policies and shall furnish the Board of Trustees of the Trust
with such information and reports regarding each Fund’s investments as the
Investment Manager deems appropriate or as the Trustees of the Trust may
reasonably request. Such decisions and services shall include exercising
discretion regarding any voting rights, rights to consent to corporate actions
and any other rights pertaining to each Fund’s investment
securities.
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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’ and trustees’ meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal,
auditing, fund accounting, and financial administration fees; taxes; federal and
state registration fees; and other costs and expenses approved by the Board of
Trustees. 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 of funds (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 by the Investment Manager 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 fund or account 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 (the
“SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not
take into account such broker/dealer’s promotion or sale of such
shares.
(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 Fund 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
exercises investment discretion.
4. As compensation for the
investment services to be rendered to a particular Fund by the Investment
Manager under the provisions of this Agreement, the Trust shall pay monthly to
the Investment Manager exclusively from that Fund’s assets, a fee based on the
average daily net assets of that Fund during the month. Such fee shall be
calculated in accordance with the fee schedule applicable to that Fund 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 Fund, the management fee
for such Fund shall be prorated for the portion of any month in which this
Agreement is in effect with respect to such Fund 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.
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5. The Investment Manager may, at its expense,
select and contract with one or more investment advisers registered under the
Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund
for which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Fund. The Investment Manager
may terminate the services of any Sub-Adviser at any time in its sole
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 Fund’s shareholders, if required, 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. 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, so long as the Investment Manager’s other
activities do not impair its ability to render the services provided for in this
Agreement.
7. 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 may 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.
8. 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.
9. (a) This Agreement shall be
executed and become effective as of the date written below, and shall become
effective with respect to a particular Fund as of the effective date set forth
in Exhibit A for that Fund, only if approved by the vote of a majority of the
outstanding voting securities of that Fund. It shall continue in effect for an
initial period of two years for each Fund 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 Fund 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.
(b) This Agreement (and Exhibit A hereto) may
be amended without the approval of a majority of the outstanding voting
securities of the Fund if the amendment relates solely to a management fee
reduction or other change that is permitted or not prohibited under then current
federal law, rule, regulation or SEC staff interpretation thereof to be made
without shareholder approval. This Agreement may be amended from time to time
pursuant to a written agreement executed by the Trust, on behalf of the
applicable Fund, and the Investment Manager.
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(c) This Agreement may be terminated as to any
Fund 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 Fund. 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.
10. This Agreement shall extend to
and bind the administrators, successors and permitted assigns of the parties
hereto.
11. For the purposes of this
Agreement, (i) the terms “vote of a majority of the outstanding voting
securities”; “interested persons”; and “assignment” shall have the meaning
ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall
be deemed to include any successor regulators.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be signed by their duly authorized officers
as of the 4th day of January, 2010.
| DELAWARE MANAGEMENT | DELAWARE GROUP EQUITY FUNDS I | ||||
| COMPANY, a series of Delaware | on behalf of the Funds listed on Exhibit A | ||||
| Management Business Trust | |||||
| By | /s/ Xxxxx X. X’Xxxxxx | By | /s/ Xxxxxxx X. Xxxxx | ||
| Name | Xxxxx X. X’Xxxxxx | Name | Xxxxxxx X. Xxxxx | ||
| Title | Sr. Vice President | Title | President | ||
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EXHIBIT A
THIS EXHIBIT to the Investment Management
Agreement between DELAWARE GROUP EQUITY FUNDS I
and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust
(the “Investment Manager”), entered into as of the 4th day of January, 2010 (the
“Agreement”) lists the Funds for which the Investment Manager provides
investment management services pursuant to this Agreement, along with the
management fee rate schedule for each Fund and the date on which the Agreement
became effective for each Fund.
| Management Fee Schedule (as a | ||
| Fund Name | Effective Date | percentage of average daily net assets) |
| Annual Rate | ||
| Delaware Mid Cap Value Fund | January 4, 2010 | 0.75% on first $500 million |
| 0.70% on next $500 million | ||
| 0.65% on next $1.5 billion | ||
| 0.60% on assets in excess of $2.5 billion |
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