EX-99.B5D
Exhibit 24 (b)(5)(d)
DELAWARE GROUP FOUNDATION FUNDS
THE ASSET ALLOCATION PORTFOLIO
ASSET ALLOCATION AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP FOUNDATION
FUNDS (the "Fund"), a Delaware business trust, for the The
Asset Allocation Portfolio (the "Series"), and DELAWARE
MANAGEMENT COMPANY, a Delaware business trust (the "Investment
Manager"), a series of Delaware Management Business Trust, a
Delaware business trust.
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.
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
Trustees of the Fund with such information and reports
regarding the Series' investments as the Investment Manager
deems appropriate or as the Trustees 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
Series 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 Trustees 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 Series' assets a fee at an annual rate of ____% of the
Series' average daily net 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 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 Series 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 foreign 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
Trustees of the Fund 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 Trustees 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
Trustees 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.
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 _______, 1998.
DELAWARE GROUP FOUNDATION FUNDS
for THE ASSET ALLOCATION PORTFOLIO
By:
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
Attest: __________________________________
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President,
Assistant Secretary
and Senior Counsel
DELAWARE MANAGEMENT COMPANY, INC.
By:
Name: Xxxxx X. Xxxxx
Title: Chairman, President, Chief Executive Officer
and Chief Investment Officer
Attest:
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President,
Assistant Secretary
and Senior Counsel
