EX-99.B5AIX
EXHIBIT 24 B5AIX
DELAWARE POOLED TRUST, INC.
THE DIVERSIFIED CORE FIXED INCOME PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, INC. (the
"Fund"), a Maryland corporation, for THE DIVERSIFIED CORE FIXED INCOME PORTFOLIO
(the "Portfolio"), 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 Investment Manager serves as the investment manager for
other portfolios of the Fund, and the Fund desires to retain the Investment
Manager to serve as the investment manager for this Portfolio effective as of
the date of 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 Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Portfolio's 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 Portfolio, shall effect the purchase and sale
of investments in furtherance of the Portfolio's objectives and policies, and
shall furnish the Board of Directors of the Fund with such information and
reports regarding the Portfolio's 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 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; taxes; and federal and state
registration fees. The Portfolio 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.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of domestic 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 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. or Delaware International
Advisers Ltd. 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 or other advisory accounts 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 Portfolio's assets a fee (at an annual
rate) equal to 0.43% of the average daily net assets of the Portfolio during the
month.
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 Investment Manager may, at its expense, select and contract with
one or more registered investment advisers (the "Sub-Adviser") for the Fund to
perform some or all of the services for the Portfolio for which it is
responsible under this Agreement. Notwithstanding Paragraph 3 hereof, such
Sub-Adviser may be responsible for executing orders for the purchase and sale of
portfolio securities. 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.
6. 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.
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
Fund or to any other investment company, corporation, association, firm or
individual.
8. 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.
9. This Agreement shall be executed and become effective as of the
date written below. 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 of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio 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. 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 Portfolio. 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.
10. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
11. 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 day of
December, 1997.
DELAWARE POOLED TRUST, INC.
for THE DIVERSIFIED CORE FIXED INCOME PORTFOLIO
By: ____________________________
Name:
Title:
Attest: ________________________
Name:
Title:
DELAWARE MANAGEMENT COMPANY, INC.
By: ____________________________
Name:
Title:
Attest: ________________________
Name:
Title:
