Exhibit 99.B5B
INVESTMENT ADVISORY AGREEMENT
This Agreement, made as of this 30th day of April, 1997, by and between
Voyageur Investment Trust, a Massachusetts business trust (the "Company"), on
behalf of each Fund represented by a series of shares of common stock of the
Fund that adopts this Agreement (each a "Fund" and, collectively, the "Funds")
(the Funds, together with the date each Fund adopts this Agreement, are set
forth in Exhibit A hereto, which shall be updated from time to time to reflect
additions, deletions or other changes thereto), and Voyageur Fund Managers,
Inc., a Minnesota corporation ("Adviser").
WITNESSETH
WHEREAS, the Company has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, Adviser is an investment adviser registered under the
Investment Advisers Act of 1940, as amended, and engages in the business of
providing investment management services;
WHEREAS, Adviser's indirect parent company completed as of the date of
this Agreement a merger transaction (the "Merger") which resulted in a change of
control of Adviser and the assignment (as defined under the 0000 Xxx) and
automatic termination of the investment advisory agreement that was in effect
between Adviser and the Company at the time of the Merger; and
WHEREAS, the Board of Directors of the Company and the shareholders of
the Company have determined that the Company should enter into a new investment
advisory agreement with Adviser to be effective upon consummation of the Merger;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. INVESTMENT ADVISORY SERVICES.
a. The Company hereby engages Adviser on behalf of the Funds, and
Adviser hereby agrees to act, as investment adviser for, and to manage the
investment of the assets of, the Funds.
b. The investment of the assets of each Fund shall at all times be
subject to the applicable provisions of the Articles of Incorporation, the
Bylaws, the Registration Statement, and the current Prospectus and the Statement
of Additional Information, if any, of the Company and each Fund and shall
conform to the policies and purposes of each Fund as set forth in such documents
and as interpreted from time to time by the Board of Directors of the Company.
Within the framework of the investment policies of each Fund, and subject to
such other limitations and directions as the Board of Directors may from time to
time prescribe, Adviser shall have the sole and exclusive responsibility for the
management of each Fund's assets and the making and execution of all investment
decisions for each Fund, except as set forth in the following paragraph. Adviser
shall report to the Board of Directors regularly at such times and in such
detail as the Board may from time to time determine appropriate, in order to
permit the Board to determine the adherence of Adviser to the investment
policies of the Funds.
c. Adviser may, at its expense, select and contract with one or more
registered investment advisers ("Sub-Adviser") for any of the Funds to perform
some or all of the services for such Funds. Such Sub-Adviser shall be
responsible for executing orders for the purchase and sale of portfolio
securities. Adviser will compensate any Sub-Adviser for its services to the
Funds. Adviser 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.
d. Adviser shall, at its own expense, furnish all office facilities,
equipment and personnel necessary to discharge its responsibilities and duties
hereunder. Adviser shall arrange, if requested by the Company, for officers or
employees of Adviser to serve without compensation from any Fund as directors,
officers, or employees of the Company if duly elected to such positions by the
shareholders or directors of the Company (as required by law).
e. Adviser hereby acknowledges that all records pertaining to each
Fund's investments are the property of the Company, and in the event that a
transfer of investment advisory services to someone other than Adviser should
ever occur, Adviser will promptly, and at its own cost, take all steps necessary
to segregate such records and deliver them to the Company.
f. Subject to the primary objective of obtaining the best available
prices and execution, Adviser will place orders for the purchase and sale of
portfolio securities with such broker/dealers who provide statistical, factual
and financial information and services to the Funds, Adviser or to any other
fund for which Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Funds or who sell shares of any other fund
for which Adviser provides investment advisory services. Broker/dealers who sell
shares of the funds of which Adviser 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.
g. Notwithstanding the provisions of subparagraph (f) above, and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Company, Adviser may ask the Funds and the Funds
may agree to pay a member of an exchange, broker or dealer an amount of
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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 Adviser 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 Adviser's overall responsibilities with respect to the Funds and to other
funds and other advisory accounts for which Adviser exercises investment
discretion.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services to be
rendered by Adviser hereunder, each Fund shall pay to Adviser a monthly fee,
which fee shall be paid to Adviser not later than the fifth business day of the
month following the month in which said services were rendered. The monthly fee
payable by each Fund shall be as set forth in Exhibit A hereto, which may be
updated from time to time to reflect amendments, if any, to Exhibit A. The
monthly fee payable by each Fund shall be based on the average of the net asset
values of all of the issued and outstanding shares of the Fund as determined as
of the close of each business day of the month pursuant to the Articles of
Incorporation, Bylaws, and currently effective Prospectus and Statement of
Additional Information of the Company and the Fund. For purposes of calculating
each Fund's average daily net assets, as such term is used in this Agreement,
each Fund's net assets shall equal its total assets minus (a) its total
liabilities and (b) its net orders receivable from dealers.
3. ALLOCATION OF EXPENSES.
a. In addition to the fee described in Section 2 hereof, each Fund
shall pay all its costs and expenses which are not assumed by Adviser. These
Fund expenses include, by way of example, but not by way of limitation, all
expenses incurred in the operation of the Fund and any public offering of its
shares, including, among others, fees (if any) associated with a plan of
distribution adopted pursuant to Rule 12b-1 under the 1940 Act ("Plan of
Distribution"), interest, taxes, brokerage fees and commissions, fees of the
directors who are not employees of Adviser or the principal underwriter of the
Fund's shares (the "Underwriter"), or any of their affiliates, expenses of
directors' and shareholders' meetings, including the cost of printing and
mailing proxies, expenses of insurance premiums for fidelity and other coverage,
expenses of redemption of shares, expenses of issue and sale of shares (to the
extent not borne by the Underwriter under its agreement with the Fund), expenses
of printing and mailing stock certificates representing shares of the Fund,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents, accounting services agents, investor servicing agents, and
bookkeeping, auditing, and legal expenses. Each Fund will also pay the fees and
bear the expense of registering and maintaining the registration of the Fund and
its shares with the Securities and Exchange Commission and registering or
qualifying its shares under state or other securities laws and the expense of
preparing and mailing prospectuses and reports to shareholders.
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b. The Underwriter shall bear all advertising and promotional
expenses in connection with the distribution of each Fund's shares, including
paying for prospectuses for new shareholders, except as provided in the
following sentence. No Fund shall use any of its assets to finance costs
incurred in connection with the distribution of its shares except pursuant to a
Plan of Distribution.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
Adviser shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
5. REPORTS TO DIRECTORS OF THE FUND.
Appropriate officers of Adviser shall provide the directors of the
Company with such information as is required by any Plan of Distribution adopted
by the Company on behalf of any Fund pursuant to Rule 12b-1 under the 1940 Act.
6. STANDARD OF CARE.
In the absence of willful misfeasance, bad faith, gross negligence
or a reckless disregard of the performance of duties of the Adviser to the
Funds, the Adviser shall not be subject to liabilities to the Funds or to any
shareholders of the Funds 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.
7. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
a. The effective date of this Agreement with respect to each Fund
shall be the date set forth on Exhibit A hereto.
b. Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect with respect to each Fund for a period of two years
from the date of its execution, and thereafter shall continue in effect only so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of the Company or by the vote of a majority of the
outstanding voting securities of the applicable Fund, and (ii) by the vote of a
majority of the directors of the Company who are not parties to this Agreement
or "interested persons," as defined in the 1940 Act, of Adviser or of the
Company cast in person at a meeting called for the purpose of voting on such
approval.
c. This Agreement may be terminated with respect to any Fund at any
time, without the payment of any penalty, by the Board of Directors of the
Company or by the vote of a majority of the outstanding voting securities of
such Fund, or by Adviser, upon 60 days' written notice to the other party.
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d. This agreement shall terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).
e. No amendment to this Agreement shall be effective with respect to
any Fund until approved by the vote of: (i) a majority of the directors of the
Company who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of Adviser or of the Company cast in person at a
meeting called for the purpose of voting on such approval; and (ii) a majority
of the outstanding voting securities of the applicable Fund.
f. Wherever referred to in this Agreement, the vote or approval of
the holders of a majority of the outstanding voting securities or shares of a
Fund shall mean the lesser of (i) the vote of 67% or more of the voting
securities of such Fund present at a regular or special meeting of shareholders
duly called, if more than 50% of the Fund's outstanding voting securities are
present or represented by proxy, or (ii) the vote of more than 50% of the
outstanding voting securities of such Fund.
8. NOTICES.
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
9. SPECIAL NOTICE.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of the Commonwealth of Massachusetts, and
notice hereby is given that this Agreement was executed and delivered on behalf
of the Trust by a duly authorized officer of the Trust in such person's capacity
as an officer of the Trust, and not individually, and the obligations of the
Trust under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Funds of the Trust for the benefit of which the
trustees have caused this Agreement to be executed and delivered.
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IN WITNESS WHEREOF, the Company and Adviser have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
VOYAGEUR INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Its: Senior Vice President
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VOYAGEUR FUND MANAGERS, INC.
By: /s/ Xxxxx X. Xxxxx
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Its: Chairman, President,
Chief Executive Officer
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Exhibit A
to
Investment Advisory Agreement
between
Voyageur Fund Managers, Inc.
and
Voyageur Investment Trust
EQUIVALENT
ANNUAL MONTHLY
ADVISORY FEE ADVISORY FEE
EFFECTIVE (as % of average (as % of average
FUND DATE daily net assets) daily net assets)
---- ---- ----------------- -----------------
Series B - Voyageur
California Insured Tax May 1, 1997 0.50%/12 0.50%
Free Fund
Series C - Voyageur May 1, 1997 0.50%/12 0.50%
Kansas Tax Free Fund
Series D - Voyageur
Missouri Insured Tax May 1, 1997 0.50%/12 0.50%
Free Fund
Series E - Voyageur New
Mexico Tax Free Fund May 1, 1997 0.50%/12 0.50%
Series F - Voyageur
Oregon Insured Tax Free May 1, 1997 0.50%/12 0.50%
Fund
Series G - Voyageur May 1, 1997 0.50%/12 0.50%
Utah Tax Free Fund
Series H - Voyageur
Washington Insured Tax May 1, 1997 0.50%/12 0.50%
Free Fund
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