FORM OF AGREEMENT
DELAWARE POOLED TRUST, INC.
THE GLOBAL EQUITY PORTFOLIO
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE INTERNATIONAL ADVISERS LTD., a
U.K. company (the "Investment Manager") and DELAWARE MANAGEMENT COMPANY, INC., a
Delaware corporation (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE POOLED TRUST, INC. a Maryland corporation (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 and the Fund on behalf of The Global
Equity Portfolio ("Portfolio"), have entered into an agreement of even date
herewith ("Investment Management Agreement") whereby the Investment Manager will
provide investment advisory services to the Fund on behalf of the Portfolio; and
WHEREAS, the Investment Management Agreement permits the Investment
Manager to hire one or more sub-advisers to assist the Investment Manager in
providing investment advisory services to the Fund on behalf of the Portfolio;
and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
Investment Advisers under the Investment Advisers Act of 1940 and engage in the
business of providing investment management 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 Investment Manager hereby employs the Sub-Adviser, subject
always to the Investment Manager's control and supervision, to manage the U.S.
securities portion of the Portfolio's assets and to furnish the Investment
Manager with investment recommendations, asset allocation advice, research and
other investment services with respect to U.S. securities, subject to the
direction of the Board and officers of the Fund for the period and on the terms
hereinafter set forth. The Sub-Adviser 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 Sub-Adviser 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
Sub-Adviser shall regularly make decisions as to what securities to purchase and
sell on behalf of the Portfolio, shall effect the purchase and sale of
investments in furtherance of the Portfolio's objectives and policies, and shall
furnish the Board of Directors of the Fund with such information and reports
regarding the Portfolio's investments as the Investment Manager deems
appropriate or as the Directors of the Fund may reasonably request.
2. Under the terms of the Investment Management Agreement, 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 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.
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Directors, officers and employees of the Sub-Adviser may be
directors, officers and employees of other funds which have employed the
Sub-Adviser as sub-adviser or investment manager. Directors, officers and
employees of the Sub-Adviser who are Directors, officers and/or employees of the
Fund shall not receive any compensation from the Fund for acting in such dual
capacity.
In the conduct of the respective business of the parties
hereto and in the performance of this Agreement, the Fund and the Sub-Adviser
may share facilities common to each, with appropriate proration of expenses
between and among them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, and otherwise consistent with applicable law, the
Sub-Adviser 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 Portfolio, to the Investment Manager, to the
Sub-Adviser or to any other fund for which the Investment Manager or Sub-Adviser
provides investment advisory services and/or with broker/dealers who sell shares
of the Portfolio or who sell shares of any other fund for which the Investment
Manager or Sub-Adviser provides investment advisory services. Broker/dealers who
sell shares of the funds for which the Investment Manager or Sub-Adviser
provides 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 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 officers of the Fund, the Sub-Adviser may ask the Fund and the
Portfolio 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 Sub-Adviser
have determined in good faith that such amount of
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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 Sub-Adviser's overall responsibilities with
respect to the Portfolio and to other funds and other advisory accounts for
which the Investment Manager or the Sub-Adviser exercises investment discretion.
4. As compensation for the services to be rendered to the Fund on
behalf of the Portfolio by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub-Adviser a monthly fee
equal to 50% of the fee paid to the Investment Manager under the terms of the
Investment Management Agreement.
If this Agreement is terminated prior to the end of any calendar month,
the Sub-Advisory 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 after the date
of termination.
5. The services to be rendered by the Sub-Adviser to the Fund on behalf
of the Portfolio under the provisions of this Agreement are not to be deemed to
be exclusive, and the Sub-Adviser 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 Sub-Adviser, 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 Sub-Adviser to the
Fund, the Sub-Adviser 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
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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 if approved by the vote of a majority of the outstanding voting
securities of the Portfolio. It shall continue in 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 Portfolio 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 Investment Manager or the Fund at any time, without the payment of a
penalty, on sixty days' written notice to the Sub-Adviser, of the Investment
Manager's or the Fund's intention to do so, in the case of the Fund 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 Portfolio. The Sub-Adviser may
terminate this Agreement at any time, without the payment of a penalty on sixty
days' written notice to the Investment Manager and 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 Investment Manager to pay
to the Sub-Adviser the fee provided in Paragraph 4 hereof, prorated to the date
of termination. This Agreement shall automatically terminate in the event of its
assignment. This Agreement shall automatically terminate upon the termination of
the Investment Management Agreement.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
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10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested person"; 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 14th
day of October, 1997.
DELAWARE MANAGEMENT COMPANY, INC.
By: _______________________________
Attest: ___________________________
DELAWARE INTERNATIONAL ADVISERS LTD.
By: _______________________________
Attest: ___________________________
Agreed to and accepted as of the
day and year first above written:
DELAWARE POOLED TRUST, INC.
on behalf of THE GLOBAL EQUITY PORTFOLIO
By: ____________________________________
Attest: ________________________________
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