EX-99.B5P
Exhibit 24(b)(5)(p)
PROPOSED
SUBJECT TO BOARD APPROVAL
DELAWARE GROUP PREMIUM, INC.
REIT SERIES
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, INC., a
Delaware corporation ("Investment Manager"), and LINCOLN INVESTMENT
MANAGEMENT, INC., an Illinois corporation ("Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE GROUP PREMIUM FUND, INC., a Maryland corporation
("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 and the Fund on behalf of the REIT
Series ("Series") have entered into an agreement of even date herewith
("Investment Management Agreement") whereby the Investment Manager will
provide investment advisory services to the Fund on behalf of the Series; and
WHEREAS, the Investment Management Agreement permits the Investment
Manager to hire one or more sub-advisers to assist the Investment Manager in
providing investment advisory services to the Fund on behalf of the Series;
and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
Investment Advisers under the Investment Advisers Act of 1940 and engage in
the business of providing investment management services.
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 Investment Manager hereby employs the Sub-Adviser to furnish
the Investment Manager with investment recommendations, asset allocation
advice, research, economic analysis and other investment services with respect
to securities in which the Series may invest, subject to the direction of the
Board and officers of the Fund for the period and on the terms hereinafter set
forth. The Sub-Adviser 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 Sub-Adviser 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
Sub-Adviser shall furnish the Board of Directors of the Fund with such
information and reports regarding its activities as the Investment Manager
deems appropriate or as the Directors of the Fund may reasonably request
consistent with the provisions of Section 15(c) of the Investment Company Act
of 1940.
2. Under the terms of the Investment Management Agreement, 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,
including issuance 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. Without limiting the foregoing, except as the Investment
Manager and the Sub-Adviser may agree in writing from time to time, the
Sub-Adviser shall have no responsibility for record maintenance and
preservation obligations under Section 31 of the Investment Company Act of
1940. Directors, officers and employees of the Sub-Adviser may be directors,
officers and employees of other funds which have employed the Sub-Adviser as
sub-adviser or investment manager.
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In the conduct of the respective business of the parties hereto and
in the performance of this Agreement, the Fund, the Investment Manager and the
Sub-Adviser may share facilities common to each, with appropriate proration of
expenses between and among them.
3. As compensation for the services to be rendered to the Fund for
the benefit of the Series by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub- Adviser a monthly fee
equal to _____% of the fee paid to the Investment Manager under the terms of
the Investment Management Agreement.
If this Agreement is terminated prior to the end of any calendar
month, the Sub-Advisory 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.
4. The services to be rendered by the Sub-Adviser to the Fund for the
benefit of the Series under the provisions of this Agreement are not to be
deemed to be exclusive, and the Sub-Adviser 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.
5. The Sub-Adviser, 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
Fund or to any other investment company, corporation, association, firm or
individual.
The Investment Manager agrees that it shall not use the Sub-Adviser's
name or otherwise refer to the Sub-Adviser in any materials distributed to
third parties, including the Series' shareholders, without the prior written
consent of the Sub-Adviser.
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6. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as
Sub-Adviser to the Fund, the Sub-Adviser shall not be subject to liability to
the Fund, to the Investment Manager 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.
7. 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 the 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. Notwithstanding the foregoing,
this Agreement may be terminated by the Investment Manager or the Fund at any
time, without the payment of a penalty, on sixty days' written notice to the
Sub-Adviser, of the Investment Manager's or the Fund's intention to do so, in
the case of the Fund pursuant to action by the Board of Directors of the Fund
or pursuant to the vote of a majority of the outstanding voting securities of
the Series. The Sub-Adviser may terminate this Agreement at any time, without
the payment of a penalty on sixty days' written notice to the Investment
Manager and 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 any obligation to
respond for a breach of this
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Agreement committed prior to such termination, and except for the obligation
of the Investment Manager to pay to the Sub-Adviser the fee provided in
Paragraph 4 hereof, prorated to the date of termination. This Agreement shall
automatically terminate in the event of its assignment. This Agreement shall
automatically terminate upon the termination of the Investment Management
Agreement.
8. This Agreement shall extend to and bind the successors of the
parties hereto.
9. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested person"; and "assignment" shall
have the meaning defined in the Investment Company Act of 1940.
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IN WITNESS WHEREOF, the parties hereto have caused their corporate
seals to be affixed and duly attested and their presents to be signed by their
duly authorized officers as of the day of March, 1998.
DELAWARE MANAGEMENT COMPANY, INC.
By:_______________________________________
Name:
Title:
Attest:____________________________________
LINCOLN INVESTMENT MANAGEMENT, INC.
By:______________________________________
Name:
Title:
Attest:___________________________________
Agreed to and accepted as of the day and year first above written:
DELAWARE GROUP PREMIUM FUND, INC.
on behalf of The REIT SERIES
By: _________________________________
Xxxxx X. Xxxxx
Chairman
Attest: _____________________________
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