INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND, a Delaware
business trust (the "Trust") severally 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 "Series" and, together with other series of shares
listed on such Exhibit, the "Fund"), and DELAWARE INTERNATIONAL ADVISERS LTD., a
U.K. company (the "Investment Manager").
W I T N E S S E T H:
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");
WHEREAS, each Series 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 Trust, severally on behalf of each Series, 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 Series' assets and to administer the Trust's
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 Series and shall effect the purchase and sale of such
investments in furtherance of each series' objectives and policies and shall
furnish the Board of Trustees of the Trust with such information and reports
regarding each series' 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' and Trustees' 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
Trust). 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 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 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
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 and/or with
broker/dealers who sell shares of the Trust 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
Trustees and officers of the Trust, the Investment Manager may cause a Series 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 on behalf of the
Fund 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
Series by the Investment Manager under the provisions of this Agreement, that
Series shall pay monthly to the Investment Manager exclusively from that Series'
assets, a fee based on the average daily net assets of that Series during the
month. Such fee shall be calculated in accordance with the fee schedule
applicable to that Series 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 Series, the management fee for such Series shall be
prorated for the portion of any month in which this Agreement is in effect with
respect to such Series 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 Series for
which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Series. 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 Series' shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services furnished
by any Sub-Adviser.
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6. The services to be rendered by the Investment Manager to the Trust
on behalf of each Series 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
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 investment adviser
to any of the Trust's Series, 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 on behalf of any Series, the Investment Manager shall not
be subject to liability to the Trust or to any Series 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. (a) This Agreement shall be executed and become effective as of the
date written below, and shall become effective with respect to a particular
Series as of the effective date set forth in Exhibit A for that Series, only if
approved by the vote of a majority of the outstanding voting securities of that
Series. It shall continue in effect for an initial period of two years for each
Series 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 Series
and only if the terms and the renewal hereof have been approved by the 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.
(e) 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
Series unless approved by: (i) a majority of the Trustees of the Trust,
including a majority of Independent Trustees; and (ii) a majority of the
outstanding voting securities of the particular Series. Any such amendment that
pertains to a Series will not change, or otherwise affect the applicability of,
this Agreement with respect to other Series.
(f) The Agreement (and Exhibit A hereto) may be amended with respect
to a Series without the approval of a majority of the outstanding voting
securities of that Series 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 Series, or to reflect changes in management fees, by an
amendment to Exhibit A hereto executed by the Trust and the Investment Manager.
Any such amendment that pertains to a Series will not change, or otherwise
affect the applicability of, this Agreement with respect to other Series.
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(g) This Agreement may be terminated as to any Series 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 Series. The Investment Manager may
terminate this Agreement at any time, without the payment of a penalty, on sixty
days' written notice to the Series 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 on behalf of a Series 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 ______________, ________.
DELAWARE INTERNATIONAL DELAWARE GROUP PREMIUM
ADVISERS LTD., FUND on behalf of the Series
listed on Exhibit A
By:______________________________ By:___________________________
Name:____________________________ Name:_________________________
Title:___________________________ Title:________________________
Attest:__________________________ Attest:_______________________
Name:____________________________ Name:_________________________
Title:___________________________ Title:________________________
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EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between DELAWARE
GROUP PREMIUM FUND and DELAWARE INTERNATIONAL ADVISERS entered into as of the
day of , (the "Agreement") lists the Series for which the Investment Manager
provides investment management services pursuant to this Agreement, along with
the management fee rate schedule for each Series and the date on which the
Agreement became effective for each Series.
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Series Name Effective Date Management Fee Schedule
(as a percentage of
average daily net assets)
Annual Rate
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Emerging Markets Series 1.25% on first $500 million
1.20% on next $500 million
1.15% on next $1,500 million
1.10% on assets in excess of $2,500 million
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Global Bond Series 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1,500 million
0.60% on assets in excess of $2,500 million
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International Equity Series 0.85% on first $500 million
0.80% on next $500 million
0.75% on next $1,500 million
0.70% on assets in excess of $2,500 million
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