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EXHIBIT D
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between VOYAGEUR INTERMEDIATE TAX FREE 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, a Delaware business trust (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"); 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 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
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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
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 provides 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 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
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 such 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.
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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 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. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and duly attested as of
the 1st day of November, 1999.
DELAWARE MANAGEMENT COMPANY, VOYAGEUR INTERMEDIATE
A SERIES OF DELAWARE MANAGEMENT TAX FREE FUNDS
BUSINESS TRUST ON BEHALF OF
THE FUNDS LISTED ON EXHIBIT A
By: /s/ David K. Downes By: /s/ David K. Downes
--------------------------------- ---------------------------------
Name: David K. Downes Name: David K. Downes
Title: President Title: President and Chief Executive
Officer
Attest: /s/ David P. O'Connor Attest: /s/ Michael D. Mabry
----------------------------- -----------------------------
Name: David P. O'Connor Name: Michael D. Mabry
Title: Vice President/Associate Title: Vice President/Associate
General Counsel/Assistant General Counsel/Assistant
Secretary Secretary
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EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between VOYAGEUR
INTERMEDIATE TAX FREE FUNDS and DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust (the "Investment Manager"), entered into as
of the 1st day of November, 1999 (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.
<TABLE>
<CAPTION>
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
--------- -------------- -----------
<S> <C> <C>
Delaware Tax-Free November 1, 1999 0.50% on the first $500 million
Minnesota Intermediate Fund 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
</TABLE>
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