AGREEMENT,
made by and between DELAWARE
GROUP INCOME FUNDS, a Delaware statutory 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 statutory trust (the
“Investment Manager”).
WITNESSETH:
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 Fund engages in the business of investing and reinvesting its assets in
securities;
WHEREAS,
the Investment Manager is registered under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”), 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 so that the Investment Manager may provide investment
management services to each Fund.
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 or
the Funds in any way, or in any way be deemed an agent of the Trust or the
Funds. 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 investment 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. Such decisions and services shall include exercising
discretion regarding any voting rights, rights to consent to corporate actions
and any other rights pertaining to each Fund’s investment
securities.
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, auditing, fund
accounting, and financial administration fees; taxes; federal and state
registration fees; and other costs and expenses approved by the Board of
Trustees. 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 of funds (including the
Trust). 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.
1
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 by the Investment Manager 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 or account 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 (the “SEC”)
and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take
into account such broker/dealer’s promotion or sale of such shares.
(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 exercises
investment discretion.
4. As
compensation for the investment 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.
2
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 Advisers Act (“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, if required, is obtained. The Investment Manager
will continue to have responsibility for all advisory services furnished by any
Sub-Adviser.
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. 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, so long as the Investment Manager’s other activities do not impair
its ability to render the services provided for in this Agreement.
7. 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 may 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.
8. 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.
9. (a) 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, only 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.
(b) This
Agreement (and Exhibit A hereto) may be amended without the approval of a
majority of the outstanding voting securities of the Fund if the amendment
relates solely to a management fee reduction or other change that is permitted
or not prohibited under then current federal law, rule, regulation or SEC staff
interpretation thereof to be made without shareholder approval. This
Agreement may be amended from time to time pursuant to a written agreement
executed by the Trust, on behalf of the applicable Fund, and the Investment
Manager.
3
(c) 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.
10. This
Agreement shall extend to and bind the administrators, successors and permitted
assigns of the parties hereto.
11. For
the purposes of this Agreement, (i) the terms “vote of a majority of the
outstanding voting securities”; “interested persons”; and “assignment” shall
have the meaning ascribed to them in the 1940 Act, and (ii) references to the
SEC and FINRA shall be deemed to include any successor regulators.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be signed by their duly authorized officers as of
the 4th day of January, 2010.
THIS EXHIBIT to the Investment
Management Agreement between DELAWARE GROUP INCOME FUNDS
and DELAWARE MANAGEMENT
COMPANY, a series of Delaware Management Business Trust (the “Investment
Manager”), entered into as of the 4th day of January, 2010 (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.
Fund Name
Effective Date
Management
Fee Schedule (as a percentage of average daily net assets)
