INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND, INC., a
Maryland corporation (the "Company") severally on behalf of each series of
shares of common stock of the Company 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 "Series" and, together with other series
of shares listed on such Exhibit, the "Fund"), and DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business Trust, a Delaware business trust (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Company has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, each Series 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 Company, severally on behalf of each Series, 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 Company hereby employs the Investment Manager to manage the
investment and reinvestment of each Series' assets and to administer the
Company's affairs, subject to the direction of the Company's Board of Directors
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
Company in any way, or in any way be deemed an agent of the Company. The
Investment Manager shall regularly make decisions as to what securities and
other instruments to purchase and sell on behalf of each Series and shall effect
the purchase and sale of such investments in furtherance of each series'
objectives and policies and shall furnish the Board of Directors of the Company
with such information and reports regarding each series' investments as the
Investment Manager deems appropriate or as the Directors of the Company may
reasonably request.
2. The Company 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 Directors' meetings; miscellaneous office
expenses; brokerage commissions; custodian fees; legal and accounting fees;
taxes; and federal and state registration fees. Directors, 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 Company). Directors, 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 Company 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 will 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
Company, to the Investment Manager, to any sub-adviser (as defined in Paragraph
5 hereof, a "Sub-Adviser") or to any other fund for which the Investment Manager
or any Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Company 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 provide 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
Directors and officers of the Company, the Investment Manager may cause a Series
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 Company on behalf of the
Fund 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
Series by the Investment Manager under the provisions of this Agreement, that
Series shall pay monthly to the Investment Manager exclusively from that Series'
assets, a fee based on the average daily net assets of that Series during the
month. Such fee shall be calculated in accordance with the fee schedule
applicable to that Series as set forth in Exhibit A hereto, which Exhibit may be
amended from time to time as provided in Paragraphs 10(b) and (c) of this
Agreement.
If this Agreement is terminated prior to the end of any calendar month
with respect to a particular Series, the management fee for such Series shall be
prorated for the portion of any month in which this Agreement is in effect with
respect to such Series 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 Series for
which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Series. 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
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requisite approval of the Series' 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 Company
on behalf of each Series 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 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, and may render underwriting services to the
Company 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 investment adviser
to any of the Company's Series, 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 Company on behalf of any Series, the Investment Manager shall not
be subject to liability to the Company or to any Series or to any shareholder of
the Company 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. (a) This Agreement shall be executed and become effective as of the
date written below, and shall become effective with respect to a particular
Series as of the effective date set forth in Exhibit A for that Series, only if
approved by the vote of a majority of the outstanding voting securities of that
Series. It shall continue in effect for an initial period of two years for each
Series 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 the vote of a majority of the outstanding voting securities of that Series
and only if the terms and the renewal hereof have been approved by the vote of a
majority of the Directors of the Company who are not parties hereto or
interested persons of any such party ("Independent Directors"), cast in person
at a meeting called for the purpose of voting on such approval.
(b) Except as provided in Paragraph 10(c) below, no amendment to
this Agreement (or to Exhibit A hereto) shall be effective with respect to any
Series unless approved by: (i) a majority of the Directors of the Company,
including a majority of Independent Directors; and (ii) a majority of the
outstanding voting securities of the particular Series. Any such amendment that
pertains to a Series will not change, or otherwise affect the applicability of,
this Agreement with respect to other Series.
(c) The Agreement (and Exhibit A hereto) may be amended with
respect to a Series without the approval of a majority of the outstanding voting
securities of that Series if the amendment relates solely to a management fee
reduction or other change that is permitted or not prohibited under federal law,
rule, regulation or SEC staff interpretation thereof to be made without
shareholder approval. This Agreement may be amended from time to time to add or
remove one or more Series, or to reflect changes in management fees, by an
amendment to Exhibit A hereto executed by the Company and the Investment
Manager. Any such amendment that pertains to a Series will not change, or
otherwise affect the applicability of, this Agreement with respect to other
Series.
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(d) This Agreement may be terminated as to any Series by the
Company at any time, without the payment of a penalty, on sixty days' written
notice to the Investment Manager of the Company's intention to do so, pursuant
to action by the Board of Directors of the Company or pursuant to the vote of a
majority of the outstanding voting securities of the affected Series. The
Investment Manager may terminate this Agreement at any time, without the payment
of a penalty, on sixty days' written notice to the Series 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 Company on behalf of a
Series 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.
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 _____ day
of ___________________, ____.
DELAWARE MANAGEMENT COMPANY, DELAWARE GROUP PREMIUM
a series of Delaware Management FUND, INC. on behalf of the Series
Business Trust listed on Exhibit A
By:______________________________ By:________________________________
Name:____________________________ Name:______________________________
Title:___________________________ Title:_____________________________
Attest:__________________________ Attest:____________________________
Name:____________________________ Name:______________________________
Title:___________________________ Title:_____________________________
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EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between DELAWARE
GROUP PREMIUM FUND, INC. and DELAWARE MANAGEMENT COMPANY, a series of Delaware
Management Business Trust entered into as of the _________________day of
_____________, ______________ (the "Agreement") lists the Series for which the
Investment Manager provides investment management services pursuant to this
Agreement, along with the management fee rate schedule for each Series and the
date on which the Agreement became effective for each Series.
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Series Name Effective Date Management Fee Schedule
(as a percentage of
average daily net assets)
Annual Rate
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Capital Reserve Series May 1, 1999 0.50% on first $500 million
0.475% on next $500 million
0.45% on next $500 million
0.425% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Cash Reserve Series May 1, 1999 0.45% on first $500 million
0.40% on next $500 million
0.35% on next $500 million
0.30% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Convertible Securities Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Growth and Income Series May 1, 1999 0.65% on first $500 million
(formerly Decatur Total Return 0.60% on next $500 million
Series) 0.55% on next $500 million
0.50% on assets in excess of
$2,500 million
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Delaware Balanced Series May 1, 1999 0.65% on first $500 million
(formerly Delaware Series) 0.60% on next $500 million
0.55% on next $500 million
0.50% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
DelCap Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
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Series Name Effective Date Management Fee Schedule
(as a percentage of
average daily net assets)
Annual Rate
------------------------------------------------------------------------------------------------------------------------------------
Delchester Series May 1, 1999 0.65% on first $500 million
0.60% on next $500 million
0.55% on next $500 million
0.50% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Devon Series May 1, 1999 0.65% on first $500 million
0.60% on next $500 million
0.55% on next $500 million
0.50% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Small Cap Value Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Social Awareness Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
REIT Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Small Cap Value Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Social Awareness Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
------------------------------------------------------------------------------------------------------------------------------------
Strategic Income Series May 1, 1999 0.65% on first $500 million
0.60% on next $500 million
0.55% on next $500 million
0.50% on assets in excess of
$2,500 million
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Series Name Effective Date Management Fee Schedule
(as a percentage of
average daily net assets)
Annual Rate
------------------------------------------------------------------------------------------------------------------------------------
Trend Series May 1, 1999 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $500 million
0.60% on assets in excess of
$2,500 million
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