Exhibit No. EX-99(6)(a)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II,
INC., a Minnesota Corporation (the "Company"), on behalf of each series of
shares of stock of the Company 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 Company 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 Company, 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 Company 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 Company's Board of Directors 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 Company in any way, or
in any way be deemed an agent of the Company. 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 Directors of the Company with such information and reports
regarding each Fund's investments as the Investment Manager deems appropriate or
as the Directors of the Company may reasonably request.
2. The Company 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 Company).
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.
In the conduct of the respective businesses of the parties hereto and in
the performance of this Agreement, the Company 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 Company, 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 Company 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 Directors and
officers of the Company, 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 Company 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 Company 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.
6. The services to be rendered by the Investment Manager to the Company
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
Company 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 Company'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 Company, the Investment Manager shall not be subject to liability to the
Company or to any shareholder of the Company 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 Directors 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
Directors of the Company who are not parties hereto or interested persons of any
such party ("Independent Directors"), 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 Company at any time, without
the payment of a penalty, on sixty days' written notice to the Investment
Manager of the Company's intention to do so, pursuant to action by the Board of
Directors of the Company 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 Company 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 Company 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.
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
January, 1999.
DELAWARE MANAGEMENT COMPANY, VOYAGEUR MINNESOTA
a series of Delaware MUNICIPAL INCOME FUND II, INC.
Management Business Trust on behalf of the Funds listed on
Appendix A
By: By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: Executive Vice President and
Chief Operating Officer
Attest: Attest:
Name: Name:
Title: Title:
EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between VOYAGEUR
MINNESOTA MUNICIPAL INCOME FUND II, INC. and DELAWARE MANAGEMENT COMPANY, a
series of Delaware Management Business Trust (the "Investment Manager") entered
into as of the 1st day of January, 1999 (the "Agreement") provides the
management fee rate schedule for the Company and the date on which the Agreement
became effective for the Company.
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
Voyageur Minnesota Municipal January 1, 1999 0.40%
Income Fund II, Inc.