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DELAWARE GROUP PREMIUM FUND, INC.
GLOBAL BOND SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND,
INC., a Maryland corporation (the "Fund") for the GLOBAL BOND SERIES (the
"Series") and DELAWARE INTERNATIONAL ADVISERS LTD., a U.K. company (the
"Investment Manager").
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; and
WHEREAS, Fund desires to retain the Investment Adviser to
provide investment management services to the Series and the Investment Manager
desires to provide such 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
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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 Directors of the Fund with such information and reports
regarding the Series' investments as the Investment Manager deems appropriate
or as the Directors 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
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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.
3. (a) Subject to the primary objective of obtaining
the best available prices and execution, the Investment Manager 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 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 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 Directors and
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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 and 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) equal to .75% of the average daily net assets of the Series
during the month.
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
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after the date of termination.
5. 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.
6. 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.
7. 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.
8. This Agreement shall be executed and become effective
as of the date written below. It shall continue in
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effect for a period of two years and may be renewed thereafter only so long as
such renewal and continuance is specifically approved at least annually by the
Board of Directors 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 Directors 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
Directors 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 a 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
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assignment.
9. This Agreement shall extend to and bind the heirs,
executors, administrators and successors of the parties hereto.
10. 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 1st
day of May, 1996.
DELAWARE GROUP PREMIUM FUND, INC.
FOR THE GLOBAL BOND SERIES
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
Attest: By:
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DELAWARE INTERNATIONAL ADVISERS LTD.
/s/▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇.▇▇▇▇▇▇
Attest: By:
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