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EX 99.B5
DELAWARE GROUP DELCAP FUND, INC.
CONCEPT I SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP
DELCAP FUND, INC., a Maryland corporation (the "Fund"), for the CONCEPT I
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 has 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
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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 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 and shall give written instructions to the Trading
Department maintained by the Fund for implementation of such decisions 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
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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. 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.
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 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
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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.
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 Series
assets a fee equal to one-sixteenth of one percent (the equivalent of
three-quarters of one percent per annum) of the average daily net assets of the
Series during the month, less the Series' proportionate
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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 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 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.
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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 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 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 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
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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 DELCAP FUND, INC.,
for the CONCEPT I SERIES
Attest:/s/Xxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx
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Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
DELAWARE MANAGEMENT COMPANY, INC.
Attest:/s/Xxxxxxxx X. Maestro By:/s/Xxxxx X. Xxxxx
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Xxxxxxxx X. Maestro Xxxxx X. Xxxxx
