INVESTMENT SUB-ADVISORY AGREEMENT
This Agreement, made this _____ day of _______________, 1996, by and
between the MIMLIC Series Fund, Inc. ("the Fund"), a Minnesota corporation, on
behalf of the Global Bond Portfolio of such Fund, MIMLIC Asset Management
Company, the investment adviser of the Fund, a Minnesota Corporation ("MIMLIC
Asset"), and Voyageur Fund Managers, Inc., a Minnesota corporation ("Voyageur"),
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES
(a) MIMLIC Asset hereby engages Voyageur on behalf of the Fund,
and Voyageur hereby agrees to act, as investment adviser for, and to manage the
investment of the assets of, the Global Bond Portfolio (the "Portfolio") of the
Fund.
(b) The investment of the assets of the Portfolio of the 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 Fund and
shall conform to the policies and purposes of the Portfolio of the Fund as set
forth in such documents and as interpreted from time to time by the Board of
Directors of the Fund. Within the framework of the investment policies of the
Fund, and except as otherwise permitted by this Agreement, Voyageur shall have
the sole and exclusive responsibility for the management of the Portfolio's
investment portfolio and for making and executing all investment decisions for
the Portfolio. Voyageur shall report to the Board of Directors of the Fund
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 Voyageur to the investment policies of the Funds.
(c) Voyageur shall, at its own expense, furnish all office
facilities, equipment and personnel necessary to discharge its responsibilities
and duties hereunder.
(d) Voyageur hereby acknowledges that all records pertaining to
Portfolio's investments are the property of the Fund, and in the event that a
transfer of investment advisory services to someone other than Voyageur should
ever occur, Voyageur will promptly, and at its own cost, take all steps
necessary to segregate such records and deliver them to MIMLIC Asset.
(e) In providing the services and assuming the obligations set
forth herein, Voyageur may at its expense employ one or more Sub-Advisers, or
may enter into such service agreements as Voyageur deems appropriate in
connection with the performance of its duties and obligations hereunder.
Reference herein to the duties and responsibilities of Voyageur shall
include any Sub-Adviser employed by Voyageur to the extent Voyageur shall
delegate such duties and responsibilities to the Sub-Adviser. Any agreement
between Voyageur and any Sub-Adviser shall be subject to the approval of MIMLIC
Asset and the Fund, its Board of Directors, and Shareholders as required by the
Investment Company Act of 1940, as amended, and such Sub-Adviser shall at all
times be subject to the direction of the Board of Directors of the Fund and any
duly constituted committee thereof or any officer of the Fund acting pursuant to
like authority.
(f) In carrying out its obligations to manage the investments
and reinvestments of the assets of the Global Bond Portfolio, Voyageur shall:
(1) obtain and evaluate pertinent economic, statistical, financial and other
information affecting the economy generally and individual companies or
industries the securities of which are included in the Global Bond Portfolio or
are under consideration for inclusion therein; (2) formulate and implement a
continuous investment program for the Global Bond Portfolio consistent with the
investment objective and related investment policies for such Portfolio as set
forth in the Fund's Registration Statement; and (3) take such steps as are
necessary to implement the aforementioned investment program by purchase and
sale of securities including the placing of orders for such purchases and sales.
(g) In connection with the purchase and sale of securities of
the Fund's Global Bond Portfolio, Voyageur shall arrange for the transmission to
MIMLIC Asset and the Custodian for the Fund on a daily basis such confirmations,
trade tickets and other documents as may be necessary to enable them to perform
their administrative responsibilities with respect to the Fund's Global Bond
Portfolio. With respect to portfolio securities to be purchased or sold through
the Depository Trust Company, the Sub-Adviser shall arrange for the automatic
transmission of the I.D. confirmation of the trade to the Custodian. Voyageur
shall render such reports to MIMLIC Asset and/or to the Fund's Board of
Directors concerning the investment activity and portfolio composition of the
Fund's Global Bond Portfolio in such form and at such intervals as MIMLIC Asset
or the Board may from time to time require.
(h) Voyageur shall, in the name of the Fund, place orders for
the execution of portfolio transactions in accordance with the policies with
respect thereto, as set forth in the Fund's Registration Statement. In
connection with the placement or orders for the execution of the Fund's Global
Bond Portfolio transactions, Voyageur shall create and maintain all necessary
brokerage records of the Fund in accordance in all material respects with the
1940 Act and the Investment Advisers Act of 1940. All records shall be the
property of the Fund and shall be available for inspection and use by the
Securities and Exchange Commission, the Fund or any person retained by the Fund.
Where applicable, such records shall be maintained by Voyageur for the period
and in the place required by Rule 31a-2 under the 1940 Act.
2. COMPENSATION FOR SERVICES
In payment for the investment advisory and management services to be
rendered by Voyageur hereunder, MIMLIC Asset shall pay to Voyageur a monthly
fee, which fee shall be paid to Voyageur not later than the fifth business day
of the month following the month in which said services were rendered. The
monthly fee payable by MIMLIC Asset shall be as set forth in EXHIBIT A hereto,
which may be updated from time to time to reflect amendments, if any to
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EXHIBIT A. The monthly fee payable by MIMLIC Asset shall be based on the
average of the net asset values of all of the issued and outstanding shares of
the Portfolio 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 Fund. For purposes of
calculating the Portfolio's average daily net assets, as such term is used in
this Agreement, the Portfolio'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
The Fund shall pay all its costs and expenses which are not assumed by
Voyageur. 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, Rule 12b-1 plan of distribution
fees (if any), interest, taxes brokerage fees and commissions, fees of its
directors who are not employees of MIMLIC Asset, Voyageur, or any other
investment adviser of the Fund, 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, 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. The Fund will also pay the fees and
bear the expense of registering and maintaining the registration of the Fund and
the shares of its Portfolios 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.
4. FREEDOM TO DEAL WITH THIRD PARTIES
Voyageur 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 Voyageur shall provide the directors of the
Fund with such information as is required by any plan of distribution adopted by
the Fund pursuant to Rule 12b-1 under the Act, if any.
6. BROKERAGE
Voyageur shall in good faith select the brokers and dealers that will
execute the purchases and sales of securities for the Global Bond Portfolio of
the Fund and markets on or in which such transactions will be executed for all
securities and shall place, in the name of the Global Bond Portfolio of the Fund
or its nominee, all such orders.
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(a) When placing such orders, Voyageur shall use its best
efforts to obtain the best available price and most favorable and efficient
execution for the Global Bond Portfolio of the Fund. Where best price and
execution may be obtained from more than one broker or dealer, Voyageur may, in
its discretion, purchase and sell securities through brokers or dealers who
provide research, statistical and other information to Voyageur. It is
understood that such services may be used by Voyageur for all of its investment
advisory accounts and accordingly, not all such services may be used by Voyageur
in connection with the Global Bond Portfolio of the Fund.
It is understood that certain other clients of Voyageur may have
investment objectives and policies similar to those of the Fund, and that
Voyageur may, from time to time, make recommendations that result in the
purchase or sale of a particular security by its other clients simultaneously
with the Fund. If transactions on behalf of more than one client during the
same period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or quantity. In
such event, Voyageur shall allocate advisory recommendations and the placing of
orders in a manner that is deemed equitable by Voyageur to the accounts
involved, including the Fund. When two or more of the clients of Voyageur
(including the Fund) are purchasing or selling the same security on a given day
from the same broker or dealer, such transactions may be averaged as to price.
(b) Voyageur agrees that it will not purchase or sell securities
for the Global Bond Portfolio of the Fund in any transaction in which it, the
Adviser, the Sub-Adviser, or any "affiliated person" of the Fund, MIMLIC Asset,
the Sub-Adviser, or Voyageur or any affiliated person of such "affiliated
person" is acting as principal; provided, however, that Voyageur may effect
transactions pursuant to Rule 17a-7 under the 1940 Act in compliance with the
Fund's then-effective policies concerning such transactions.
(c) Voyageur agrees that it will not execute any portfolio
transactions for the Global Bond Portfolio of the Fund with a broker or dealer
or futures commission-merchant which is an "affiliated person" of the Fund, the
MIMLIC Asset or an "affiliated person" of such an "affiliated person" without
the prior written consent of MIMLIC Asset. In effecting any such transactions
with the prior written consent of MIMLIC Asset, Voyageur shall comply with
Section 17(e)(1) of the 1940 Act, other applicable provisions of the 1940 Act,
if any, the then-effective Registration Statement of the Fund under the
Securities Act of 1933, as amended and the Fund's then-effective policies
concerning such transactions.
(d) Voyageur shall promptly communicate to any Sub-Adviser and,
if requested by MIMLIC Asset or the Sub-Adviser, to the Fund's Board of
Directors, such information relating to the transactions of the Global Bond
Portfolio as MIMLIC Asset may reasonably request. The parties understand that
the Fund shall bear all brokerage commissions in connection with the purchases
and sales of portfolio securities for the Global Bond Portfolio of the Fund and
all ordinary and reasonable transaction costs in connection with purchases of
such securities in private placements and subsequent sales thereof.
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7. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
(a) The effective date of this Agreement shall be the date set
forth on EXHIBIT A hereto.
(b) Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect for a period no more than two years from the
date of its execution but only as long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii) by
the vote of a majority of the directors of the Fund who are not parties to this
Agreement or "interested persons," as defined in the Act, of the Fund, MIMLIC
Asset, Voyageur or of any other investment adviser of the Fund case in person at
a meeting called for the purpose of voting on such approval.
(c) This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Directors of the fund, by MIMLIC Asset,
or by the vote of a majority of the outstanding voting securities of the
Portfolio, or by Voyageur, upon 60 days' written notice to the other party.
(d) This Agreement shall terminate automatically in the event of
its "assignment" (as defined in the Act).
(e) No amendment to this Agreement shall be effective until
approved by the vote of: (i) a majority of the directors of the Fund who are
not parties to this Agreement or "interested persons" (as defined in the Act) of
MIMLIC Asset, Voyageur, or any other investment adviser of the Fund or 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 Portfolio of the 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
the Portfolio shall mean the lesser of (i) the vote of 67% or more of the voting
securities of the Portfolio present at a regular or special meeting of
shareholders duly called, if more than 50% of the Portfolio's outstanding voting
securities are present or represented by proxy, or (ii) the vote of more than
50% of the outstanding voting securities of the Portfolio.
8. NOTICES
Any notice under this Agreement shall be in writing, addressed and
delivered or mailed postage prepaid to the appropriate party at the following
address: The Adviser and the Fund at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx,
Xxxxxxxxx 00000-0000, and the Sub-Adviser at 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000.
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IN WITNESS WHEREOF, the Fund, MIMLIC Asset, and Voyageur have caused
this Agreement to be executed by their duly authorized officers as of the day
and year first above written.
MIMLIC SERIES FUND, INC.
By
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Its
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MIMLIC ASSET MANAGEMENT, INC.
By
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Its
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VOYAGEUR FUND MANAGERS, INC.
By
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Its
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EXHIBIT A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
MIMLIC SERIES FUND, INC.,
MIMLIC ASSET MANAGEMENT COMPANY
AND
VOYAGEUR FUND MANAGERS, INC.
EFFECTIVE DATE _________________, 1996
Management Fee Annual Rate
MIMLIC Series Fund of the Average Daily Net Assets
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Global Bond Portfolio .50%
All Portfolio Assets
