EXHIBIT 99.(d)(2)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, 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 "Portfolio" and, together with other series of
shares listed on such Exhibit, the "Portfolios"), and DELAWARE INTERNATIONAL
ADVISERS LTD., a U.K. company (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 Portfolio 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 Portfolio, 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 Portfolio's 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 Portfolio and shall
effect the purchase and sale of such investments in furtherance of each
Portfolio's objectives and policies and shall furnish the Board of Directors of
the Company with such information and reports regarding each Portfolio's
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
Portfolio 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 Portfolios 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
Portfolio by the Investment Manager under the provisions of this Agreement, that
Portfolio shall pay monthly to the Investment Manager exclusively from that
Portfolio's assets, a fee based on the average daily net assets of that
Portfolio during the month. Such fee shall be calculated in accordance with the
fee schedule applicable to that Portfolio 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 Portfolio, the management fee for such Portfolio
shall be prorated for the portion of any month in which this Agreement is in
effect with respect to such Portfolio 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 Portfolio for
which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Portfolio. The Investment
Manager may terminate the services of any Sub-Adviser at any time in its sole
discretion, and shall at
-2-
such time assume the responsibilities of such Sub-Adviser unless and until a
successor Sub-Adviser is selected and the requisite approval of the Portfolio's
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 Portfolio 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 Portfolios, 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 Portfolio, the Investment Manager shall
not be subject to liability to the Company or to any Portfolio 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
Portfolio as of the effective date set forth in Exhibit A for that Portfolio,
only if approved by the vote of a majority of the outstanding voting securities
of that Portfolio. It shall continue in effect for an initial period of two
years for each Portfolio 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 Portfolio 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
Portfolio 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 Portfolio. Any such amendment
that pertains to a Portfolio will not change, or otherwise affect the
applicability of, this Agreement with respect to other Portfolios.
(c) The Agreement (and Exhibit A hereto) may be amended with respect
to a Portfolio without the approval of a majority of the outstanding voting
securities of that Portfolio 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 Portfolios, 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 Portfolio will not change, or
otherwise affect the applicability of, this Agreement with respect to other
Portfolios.
-3-
(d) This Agreement may be terminated as to any Portfolio 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 Portfolio. The
Investment Manager may terminate this Agreement at any time, without the payment
of a penalty, on sixty days' written notice to the Portfolio 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
Portfolio 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 15th day
of April, 1999.
DELAWARE INTERNATIONAL ADVISERS LTD. DELAWARE POOLED
TRUST, INC. on behalf of the
Portfolios listed on Exhibit A
By: /s/Xxxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxx
-------------------------- --------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Managing Director & CIO Title: Chairman
Attest: /s/ Xxxx Xxxxxxxx Attest: /s/ Xxxxx X. X'Xxxxxx
----------------------- ---------------------
Name: Xxxx Xxxxxxxx Name: Xxxxx X. X'Xxxxxx
Title: Company Secretary Title: Assistant Secretary
-4-
EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between DELAWARE
POOLED TRUST, INC. and DELAWARE INTERNATIONAL ADVISERS LTD. entered into as of
the 15th day of April, 1999 (the "Agreement") lists the Portfolios for which the
Investment Manager provides investment management services pursuant to this
Agreement, along with the management fee rate schedule for each Portfolio and
the date on which the Agreement became effective for each Portfolio.
------------------------------------------------------------------------------------------------------------------
Portfolio Name Effective Date Management Fee Schedule
-------------- -------------- (as a percentage of
average daily net assets)
Annual Rate
------------------------------------------------------------------------------ -----------------------------------
The Emerging Markets Portfolio April 15, 1999 1.00%
------------------------------------------------------------------------------------------------------------------
The Global Equity Portfolio April 15, 1999 0.75%
------------------------------------------------------------------------------------------------------------------
The Global Fixed Income Portfolio April 15, 1999 0.50%
------------------------------------------------------------------------------------------------------------------
The International Equity Portfolio April 15, 1999 0.75%
------------------------------------------------------------------------------------------------------------------
The International Fixed Income April 15, 1999 0.50%
Portfolio
------------------------------------------------------------------------------------------------------------------
The Labor Select International Equity April 15, 1999 0.75%
Portfolio
------------------------------------------------------------------------------------------------------------------
