1
DELAWARE GROUP TAX-FREE FUND, INC.
TAX-FREE USA FUND SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP TAX-FREE FUND, INC.
(the "Fund"), a Maryland corporation, for the TAX-FREE USA FUND SERIES (the
"Series"), and DELAWARE MANAGEMENT COMPANY, INC. (the "Investment Manager"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, the 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 is a
registered Investment Adviser under the Investment Advisers Act of 1940 and
engages in the business of providing investment management services; and
WHEREAS, the indirect parent company of
the Investment Manager completed on the date of this Agreement a merger
transaction which resulted in a change of control of the Investment Manager and
an automatic termination of the
2
previous Investment Management Agreement for the Series dated as of the 29th
day of June, 1988; and
WHEREAS, the Board of Directors of the
Fund and shareholders of the Series have determined to enter into a new
Investment Management Agreement with the Investment Manager to be effective as
of the date hereof.
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 Fund hereby employs the
Investment Manager to manage the investment and reinvestment of the Series'
assets and to administer its affairs, subject to the direction of the Board of
Directors and officers of the Fund 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 Fund in any way, or in any way be deemed an agent of the
Fund. The Investment Manager shall regularly make decisions as to what
securities to purchase and sell on behalf of the Series, shall effect the
purchase and sale of investments in furtherance of the Series' objectives and
policies and shall furnish the Board of Directors of the Fund with such
information and reports regarding the Series' investments as the Investment
Manager deems appropriate or as the Directors of the Fund may reasonably
request.
3
2. 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, redemption 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; and taxes. The Fund shall bear all of its own organizational costs.
Directors, officers and employees of
the Investment Manager may be directors, officers and employees of the funds of
which Delaware Management Company, Inc. is Investment Manager. Directors,
officers and employees of the Investment Manager who are directors, officers
and/or employees of the funds shall not receive any compensation from the funds
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
Fund and Investment Manager may share facilities common to each, with
appropriate proration of expenses between them, except that all executive
salaries and executive expenses and office rent of the Fund shall be paid by
the Investment Manager.
3. (a) The Fund shall place and
execute its own orders for the purchase and sale of portfolio securities with
broker/dealers. Subject to the primary objective of obtaining the best
available prices and execution, the Fund will place orders for the purchase and
sale of portfolio securities with such broker/dealers selected from
4
among those designated from time to time by the Investment Manager, who provide
statistical, factual and financial information and services to the Fund, to the
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services and/or with broker/dealers who sell
shares of the Fund or who sell shares of any other fund for which the
Investment Manager provides investment advisory services. Broker/dealers, who
sell shares of the funds of which Delaware Management Company, Inc. is
Investment Manager, 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 the
National Association of Securities Dealers, 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 Fund, the Investment
Manager may ask the Fund, and the Fund may agree, 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 it, and the Investment Manager, have 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 Fund and to other funds
for which the Investment Manager exercises investment discretion.
5
4. As compensation for the services to
be rendered to the Fund by the Investment Manager under the provisions of this
Agreement, the Fund shall pay to the Investment Manager monthly from the
Series' assets a fee based on the daily average net assets of the Series during
the month. Such fee shall be calculated in accordance with the following
schedule, less the Series' proportionate part of all fees paid to members of
the Board of Directors of the Fund during the same period based on the number
of publicly offered series of the Fund.
Monthly Rate Equivalent Annual Rate Average Daily Net Assets
------------ ---------------------- ------------------------
6/120 of 1% .600% on the first $500,000,000
5.75/120 of 1% .575% on the next $250,000,000
5.5/120 of 1% .550% on assets over $750,000,000
If this Agreement is terminated prior to the
end of any calendar month, the management 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.
5. The services to be rendered by the
Investment Manager to the Fund 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.
6
6. 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 Fund or to any other investment
company, corporation, association, firm or individual.
7. In the absence of willful
misfeasance, bad faith, gross negligence, or a reckless disregard of the
performance of duties of the Investment Manager to the Fund, the Investment
Manager shall not be subject to liabilities to the Fund 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.
8. 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 Fund. It shall continue in
effect for a period of two years from such date 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 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. No amendment to
this Agreement shall be effective unless the terms thereof have been approved
by the vote of a majority of the outstanding voting securities of the Series
and by the vote of a majority of Directors of the Fund who are not parties to
the Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
7
Notwithstanding the foregoing, this Agreement may be terminated by the Fund at
any time, without the payment of a penalty, on sixty days' written notice to
the Investment Manager of the Fund's intention to do so, pursuant to action by
the Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of penalty on sixty
days' written notice to 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 Agreement committed prior to such termination, and
except for the obligation of the Fund 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.
9. This Agreement shall extend to and
bind the heirs, executors, administrators and successors of the parties hereto.
10. For the purposes of this Agreement,
the terms "vote of a majority of the outstanding voting securities";
"interested persons"; and "assignment" shall have the meanings defined in the
Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement by having it signed by their duly authorized officers
as of the 3rd day of April, 1995.
DELAWARE GROUP TAX-FREE FUND, INC.
for the TAX-FREE USA FUND SERIES
Attest: /s/Xxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxxx
-------------- ------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
DELAWARE MANAGEMENT COMPANY, INC.
8
Attest: /s/Xxxxxxxx X. Maestro By: /s/Xxxxx X. Xxxxx
---------------------- -----------------
Xxxxxxxx X. Maestro Xxxxx X. Xxxxx
9
DELAWARE GROUP TAX-FREE FUND, INC.
INSURED SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE
GROUP TAX-FREE FUND, INC., a Maryland corporation (the "Fund"), for the INSURED
SERIES (the "Series") and DELAWARE MANAGEMENT COMPANY, INC., a Delaware
corporation (the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the 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 is a
registered Investment Adviser under the Investment Advisers Act of 1940 and
engages in the business of providing investment management services; and
WHEREAS, the indirect parent company of the
Investment Manager completed on the date of this Agreement a merger transaction
which resulted in a change of control of the Investment Manager and an
automatic termination of the previous Investment Management Agreement for the
Series dated as of the 29th day of June, 1988; and
WHEREAS, the Board of Directors of the Fund
and shareholders of the Series have determined to enter into a new
10
Investment Management Agreement with the Investment Manager to be effective as
of the date hereof.
NOW, THEREFORE, in consideration of the
mutual covenants herein contained, and each of the parties hereto intending to
be legally bound hereby, it is agreed as follows:
1. The Fund hereby employs the Investment
Manager to manage the investment and reinvestment of Series' assets and to
administer its affairs, subject to the direction of the Board of Directors and
officers of the Fund 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, shall not in any
way be deemed an agent of the Fund, and shall, unless otherwise expressly
provided and authorized, have no authority to act for or represent the Fund in
any way. The Investment Manager shall regularly make decisions as to what
securities to purchase and sell on behalf of the Series, shall effect the
purchase and sale of investments in furtherance of the Series' objectives and
policies and shall furnish the Board of Directors of the Fund with such
information and reports regarding the Series' investments as the Investment
Manager deems appropriate or as the Directors of the Fund may reasonably
request.
2. 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
11
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; issue, sale, redemption and
repurchases of shares, including costs and fees of federal and state
registrations; 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; and taxes. The Fund shall bear all of its own organizational costs.
Directors, officers and employees of the
Investment Manager may be directors, officers and employees of other funds
which have the same Investment Manager. Directors, officers and employees of
the Investment Manager who are directors, officers and/or employees of the Fund
shall not receive any compensation from the Fund for acting in such dual
capacity.
In the conduct of the respective business
of the parties hereto and in the performance of this Agreement, the Fund and
Investment Manager may share facilities common to each, with appropriate
proration of expenses between them, except that all executive salaries and
executive expenses and office rent of the Fund shall be paid by the
Investment Manager.
3. (a) Subject to the primary objective of
obtaining the best available prices and execution, the Investment Manager may
place orders for the purchase and sale of portfolio securities with
broker/dealers who provide statistical, factual and financial information and
services to the Fund, to the Investment Manager, or
12
to any other fund for which the Investment Manager provides investment advisory
services. Broker/dealers who sell shares of the funds of which Delaware
Management Company, Inc. is Investment Manager, 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 the National Association of Securities Dealers, 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 Fund, the Investment
Manager may ask the Fund, and the Fund may agree, 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 it, and the Investment Manager, have 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 Fund and to other funds
for which the Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by
the Investment Manager under the provisions of this Agreement, the Fund shall
pay to the Investment Manager monthly from the Series' assets a fee equal to
one-twentieth of one percent (the equivalent of six-tenths of one percent per
annum) of the
13
daily average net assets of the Series during the month, less the Series
proportionate part of all fees paid to members of the Board of Directors of the
Fund during the same period based on the number of publicly offered Series of
the Fund.
If this Agreement is terminated prior to the end of the calendar
month, the management 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.
5. The services to be rendered by the Investment Manager to the Fund
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.
6. 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
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of duties of the
Investment Manager to the Fund, the Investment
14
Manager shall not be subject to liabilities to the Fund 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.
8. 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 will continue in effect for a period of
two years. It shall be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Directors or by 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. No amendment to this Agreement shall
be effective unless the terms thereof have been approved by the vote of a
majority of the outstanding voting securities of the Series and by the vote of
a majority of Directors of the Fund who are not parties to the Agreement 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 Fund at any time, without the payment of a
penalty, on sixty days' written notice to the Investment Manager of the Fund's
intention to do so, pursuant to action by the Board of Directors of the Fund or
pursuant to vote of a majority of the
15
outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of penalty on sixty
days' written notice to 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 Agreement committed prior to such termination, and
except for the obligation of the Fund 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.
9. The Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a
majority of the outstanding voting securities"; "interested persons"; and
"assignment" shall have the meanings defined in the Investment Company Act of
1940.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement by having it signed by their duly authorized
officers as of the 3rd day of April, 1995.
DELAWARE GROUP TAX-FREE FUND, INC.
for the INSURED SERIES
Attest:/s/Xxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxxx
----------------- ------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
DELAWARE MANAGEMENT COMPANY, INC.
Attest:/s/Xxxxxxxx X. Maestro By: /s/Xxxxx X. Xxxxx
---------------------- -----------------
Xxxxxxxx X. Maestro Xxxxx X. Xxxxx
16
DELAWARE GROUP TAX-FREE FUND, INC.
TAX-FREE USA INTERMEDIATE FUND SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE
GROUP TAX-FREE FUND, INC., a Maryland corporation (the "Fund"), for the
TAX-FREE USA INTERMEDIATE FUND SERIES (the "Series"), and DELAWARE MANAGEMENT
COMPANY, INC. (the "Investment "Manager"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the 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 is a
registered Investment Adviser under the Investment Advisers Act of 1940 and
engages in the business of providing investment management services; and
WHEREAS, the indirect parent company of
the Investment Manager completed on the date of this Agreement a merger
transaction which resulted in a change of control of the Investment Manager and
an automatic termination of the previous Investment Management Agreement for
the Series dated as of the 10th day of November, 1992; and
WHEREAS, the Board of Directors of the
Fund and shareholders of the Series have determined to enter into a new
17
Investment Management Agreement with the Investment Manager to be effective as
of the date hereof.
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 Fund hereby employs the
Investment Manager to manage the investment and reinvestment of the Series'
assets and to administer its affairs, subject to the direction of the Board and
officers of the Fund 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 Fund in any way, or in any way be deemed an agent of the Fund.
The Investment Manager shall regularly make decisions as to what securities to
purchase and sell on behalf of the Series, shall effect the purchase and sale
of investments in furtherance of the Series' objectives and policies and shall
furnish the Board of Directors of the Fund with such information and reports
regarding the Series' investments as the Investment Manager deems appropriate
or as the Directors of the Fund may reasonably request.
2. 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
18
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,
redemption 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; and taxes. The Fund shall bear all of its own organizational
costs.
Directors, officers and employees of
the Investment Manager may be directors, officers and employees of the funds of
which Delaware Management Company, Inc. is Investment Manager. Directors,
officers and employees of the Investment Manager who are directors, officers
and/or employees of the funds shall not receive any compensation from the funds
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
Fund and Investment Manager may share facilities common to each, with
appropriate proration of expenses between them, except that all executive
salaries and executive expenses and office rent of the Fund shall be paid by
the Investment Manager.
3. (a) The Fund shall place
and execute its own orders for the purchase and sale of portfolio securities
with broker/dealers. Subject to the primary objective of obtaining the best
available prices and execution, the Fund will place orders for the purchase
and sale of portfolio securities with such broker/dealers selected from among
those designated from time to
19
time by the Investment Manager, who provide statistical, factual and financial
information and services to the Fund, to the Investment Manager, or to any
other Fund for which the Investment Manager provides investment advisory
services and/or with broker/dealers who sell shares of the Fund or who sell
shares of any other fund for which the Investment Manager provides investment
advisory services. Broker/dealers who sell shares of the funds of which
Delaware Management Company, Inc. is Investment Manager, 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 the National Association of Securities Dealers, 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 Fund, the Investment
Manager may ask the Fund, and the Fund may agree, 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 it, and the Investment Manager, have 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 Fund and to other funds
for which the Investment Manager exercises investment discretion.
20
4. As compensation for the
services to be rendered to the Fund by the Investment Manager under the
provisions of this Agreement, the Fund shall pay to the Investment Manager
monthly from the Series' assets a fee based on the daily average net assets of
the Series during the month. Such fee shall be calculated in accordance with
the following schedule, less the Series' proportionate part of all fees paid to
members of the Board of Directors of the Fund during the same period based on
the number of publicly offered series of the Fund.
Monthly Rate Equivalent Annual Rate Average Daily Net Assets
------------ ---------------------- ------------------------
5/120 of 1% .500% All Series Assets
If this Agreement is terminated prior
to the end of any calendar month, the management 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.
5. The services to be rendered by
the Investment Manager to the Fund 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.
6. The Investment Manager, its
directors, officers, employees, agents and shareholders may engage in other
businesses, may render investment advisory services to other investment
21
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.
7. In the absence of willful
misfeasance, bad faith, gross negligence, or a reckless disregard of the
performance of duties of the Investment Manager to the Fund, the Investment
Manager shall not be subject to liabilities to the Fund 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.
8. 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 Fund. It shall
continue in effect for a period of two years from such date 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 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. No amendment to this Agreement shall be effective unless the
terms thereof have been approved by the vote of a majority of the outstanding
voting securities of the Series and by the vote of a majority of Directors
22
of the Fund who are not parties to the Agreement 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 Fund at any time, without the payment of a penalty, on sixty days'
written notice to the Investment Manager of the Fund's intention to do so,
pursuant to action by the Board of Directors of the Fund or pursuant to vote of
a majority of the outstanding voting securities of the Series. The Investment
Manager may terminate this Agreement at any time, without the payment of
penalty on sixty days' written notice to 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 Agreement committed prior to
such termination, and except for the obligation of the Fund 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.
9. This Agreement shall extend to
and bind the heirs, executors, administrators and successors of the parties
hereto.
10. For the purposes of this
Agreement, the terms "vote of a majority of the outstanding voting securities";
"interested persons"; and "assignment" shall have the meanings defined in the
Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement by having it signed by their duly authorized
23
officers as of the 3rd day of April, 1995.
DELAWARE GROUP TAX-FREE FUND, INC. for the TAX-FREE
USA INTERMEDIATE FUND SERIES
Attest: /s/Xxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx
------------------- -----------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
DELAWARE MANAGEMENT COMPANY, INC.
Attest:/s/Xxxxxxxx X. Maestro By:/s/Xxxxx X. Xxxxx
---------------------- -----------------
Xxxxxxxx X. Maestro Xxxxx X. Xxxxx
