FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, a
Delaware business trust (the "Trust"), on behalf of each series of shares of
beneficial interest of the Trust 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 "Fund" and, together with other series of shares
listed on such Exhibit, the "Funds"), and DELAWARE MANAGEMENT COMPANY, A SERIES
OF DELAWARE MANAGEMENT BUSINESS TRUST (the "Investment Manager").
WITNESSETH:
WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, each Fund 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 amended, as an investment adviser and engages in the business of
providing investment management services; and
WHEREAS, the Trust, on behalf of each Fund, 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 Trust hereby employs the Investment Manager to manage the investment
and reinvestment of each Fund's assets and to administer its affairs,
subject to the direction of the Trust's Board of Trustees 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 Trust in any way, or in any way be deemed an agent of the
Trust. The Investment Manager shall regularly make decisions as to what
securities and other instruments to purchase and sell on behalf of each
Fund and shall effect the purchase and sale of such investments in
furtherance of each Fund's objectives and policies and shall furnish the
Board of Trustees of the Trust with such information and reports regarding
each Fund's investments as the Investment Manager deems appropriate or as
the Trustees of the Trust may reasonably request.
2. The Trust 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' meetings; miscellaneous
office expenses; brokerage commissions; custodian fees; legal and
accounting fees; taxes; and federal and state registration fees. 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 Trust). 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 Trust 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 may place orders for the purchase and sale of
portfolio securities and other instruments with such broker/dealers
who provide statistical, factual and financial information and
services to the Trust, 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
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Trust, the Investment Manager may cause a
Fund 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
Trust 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 Fund by
the Investment Manager under the provisions of this Interim Agreement, the
Trust shall pay monthly to the Investment Manager exclusively from that
Fund's assets, a fee based on the average daily net assets of that Fund
during the month. Such fee shall be calculated in accordance with the fee
schedule applicable to that Fund as set forth in Exhibit A hereto.
If this Agreement is terminated prior to the end of any calendar month
with respect to a particular Fund, the management fee for that Fund shall
be prorated for the portion of any month in which this Agreement is in
effect with respect to such Fund 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 Fund
for which it is responsible under this Agreement. The Investment Manager
will compensate any Sub-Adviser for its services to the Fund. 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 requisite approval of the Fund'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 Trust 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 trustees, 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 Trust 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 Trust's investment
adviser, 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 Trust, the Investment Manager shall not be subject to
liability to the Trust or to any shareholder of the Trust 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. This Agreement shall be executed and become effective as of the date
written below, and shall become effective with respect to a particular
Fund as of the effective date set forth in Exhibit A for that Fund, if
approved by the vote of a majority of the outstanding voting securities of
that Fund. It shall continue in effect for an initial period of two years
for each Fund and may be renewed thereafter only so long as such renewal
and continuance is specifically approved at least annually by the Board of
Trustees or by the vote of a majority of the outstanding voting securities
of that Fund and only if the terms and the renewal hereof have been
approved by vote of a majority of the Trustees of the Trust who are not
parties hereto or interested persons of any such party ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting
on such approval. Notwithstanding the foregoing, this Agreement may be
terminated as to any Fund by the Trust at any time, without the payment of
a penalty, on sixty days' written notice to the Investment Manager of the
Trust's intention to do so, pursuant to action by the Board of Trustees of
the Trust or pursuant to the vote of a majority of the outstanding voting
securities of the affected Fund. The Investment Manager may terminate this
Agreement at any time, without the payment of a penalty, on sixty days'
written notice to the Trust 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 Trust 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
_______, 2004.
DELAWARE MANAGEMENT DELAWARE GROUP GLOBAL &
COMPANY, A SERIES OF DELAWARE INTERNATIONAL FUNDS
MANAGEMENT BUSINESS TRUST
By:___________________________________ By________________________________
Name: Name:
Title: Title:
Attest:_______________________________ Attest:___________________________
Name: Name:
Title: Title:
EXHIBIT A
This Exhibit to the Investment Management Agreement between Delaware Group
Global & International Funds and Delaware Management Company, a series of
Delaware Management Business Trust (the "Investment Manager"), entered into as
of the ___ day of _____, 2004 (the "Agreement") lists the Funds for which the
Investment Manager provides investment management services pursuant to this
Agreement, along with the management fee rate schedule for each Fund and the
date on which the Agreement became effective for each Fund.
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
FUND EFFECTIVE DATE ANNUAL RATE
---- -------------- -----------
Delaware Emerging Markets Fund __________, 2004 1.25% on the first $500 million
1.20% on the next $500 million
1.15% on the next $1,500 million
1.10% on assets in excess of
$2,500 million
Delaware International Small Cap Value Fund __________, 2004 1.25% on the first $500 million
1.20% on the next $500 million
1.15% on the next $1,500 million
1.10% on assets in excess of
$2,500 million
Delaware International Value Equity Fund __________, 2004 0.85% on the first $500 million
0.80% on the next $500 million
0.75% on the next $1,500 million
0.70% on assets in excess of
$2,500 million
