INTERIM INVESTMENT MANAGEMENT AGREEMENT
EX-99.d.2
AGREEMENT, made by and between DELAWARE POOLED TRUST, 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;
WHEREAS, the prior investment management
agreement (the “Prior Investment Management Agreement”) between the Investment
Manager and the Trust is expected to terminate on or about December 31, 2009 as
a result of a change in control of the Investment Manager, and a new investment
management agreement (the “New Investment Management Agreement”) is expected to
still be pending approval by shareholders of the Trust; 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 pending shareholder approval of the New
Investment Management Agreement provide investment management services to each Fund in conformity with
Rule 15a-4 under the 1940 Act.
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.
1
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,
provided that such fees shall be no greater than the fees the Investment Manager
would have received under the Prior Investment Management
Agreement.
2
Payments under this Agreement shall be held in
an interest-bearing escrow account held with the Funds’ custodian or with a
bank. If a majority of a Fund’s outstanding voting securities approve the New
Investment Management Agreement within 150 days of the effective date of this
Agreement, the amount paid by such Fund into such escrow account (including
interest earned) shall be paid to the Investment Manager. If a majority of a
Fund’s outstanding voting securities do not approve the New Investment
Management Agreement within 150 days of the effective date of this Agreement,
the Investment Manager shall be paid, out of the escrow account, the lesser of
(a) any costs incurred in performing services for such Fund under this Agreement
(plus interest earned on that amount while in escrow); or (b) the total amount
in paid by such Fund into such escrow account (plus interest
earned).
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.
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 the Board, including a majority of
those Trustees who are not “interested persons” (as defined in the 0000 Xxx) of
any party to this Agreement. This Agreement shall continue in effect until such
time as it is superseded by the New Investment Management Agreement, but in any
event for no longer than 150 days from the effective date of this
Agreement.
3
(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.
(c) This Agreement may be terminated as to any Fund by the Trust
at any time, without the payment of a penalty, on ten (10) calendar 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 COMPANY, a | DELAWARE POOLED TRUST | |||||
| series of Delaware Management Business Trust | on behalf of | |||||
| the Funds listed on Exhibit A | ||||||
| By | /s/ Xxxxx X. X’Xxxxxx | By | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxx X. X’Xxxxxx | Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | Title: | President | |||
4
EXHIBIT A
THIS EXHIBIT to the Interim
Investment Management Agreement between DELAWARE POOLED TRUST, on behalf of the Fund(s) below, 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 | ||
| percentage of average daily net assets) | ||
| Fund Name | Effective Date | Annual Rate |
| The Large-Cap Value Equity Portfolio | January 4 , 2010 | 0.55% |
| The Real Estate Investment Trust | January 4, 2010 | 0.75% on first $500 million |
| Portfolio (also known as Delaware REIT fund) | 0.70% on next $500 million | |
| 0.65% on next $1.5 billion | ||
| 0.60% on assets in excess of $2.5 billion |
