EX-99.B5F
EXHIBIT 24(b)(5)(f)
DELAWARE GROUP ADVISER FUNDS, INC.
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, INC., a
Delaware corporation ("Investment Manager"), and AIB GOVETT, INC., a Maryland
corporation ("Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE GROUP ADVISER FUNDS, INC., a Maryland corporation
("Fund"), on behalf of the New Pacific Fund ("Portfolio"), has been organized
and operates as an investment company registered under the Investment Company
Act of 1940 ("1940 Act") and engages in the business of investing and
reinvesting its assets in securities, and
WHEREAS, the Investment Manager and the Fund 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; and
WHEREAS, the Investment Manager previously entered into a
Sub-Advisory Agreement with Xxxx Xxxxxx & Co., Limited dated as of May 4,
1996; and
WHEREAS, as a result of an internal restructuring, the services and
personnel of Xxxx Xxxxxx & Co. Limited were transferred to the Sub-Adviser,
thus triggering the necessity to enter into the this Sub-Advisory 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 Investment Manager hereby employs the Sub-Adviser to manage
the investment and reinvestment of the Portfolio's assets, subject to the
direction of the Fund's Board of Directors 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 and other instruments to purchase and sell on behalf of
the Portfolio, shall effect the purchase and sale of such investments, as
agent for the Fund on behalf of the Portfolio, 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 its activities as the
Investment Manager deems
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appropriate or as the Directors of the Fund may reasonably request consistent
with the provisions of Section 15(c) of the 1940 Act.
In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Fund and with the instructions
and directions of the Investment Manager and of the Board of Directors of the
Fund and will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986 and all other applicable federal and state laws
and regulations.
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.
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.
In the conduct of the respective business of the parties hereto and
in the performance of this Agreement, the Fund, the Investment Manager and the
Sub-Adviser may share facilities common to each, with appropriate proration of
expenses between and among them.
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3. (a) Subject to the primary objective of obtaining the best
available prices and execution, the Sub-Adviser will place orders for the
purchase and sale of portfolio securities and other instruments with such
broker/dealers who provide statistical, factual and financial information and
services to the Fund, 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 Fund 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 the 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
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 Sub-Adviser
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 Sub-Adviser's overall responsibilities with respect to the
Fund and to other funds and other advisory accounts for which the Investment
Manager or the Sub-Adviser exercises investment discretion.
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4. The Sub-Adviser shall maintain all books and records with respect
to the Portfolio's portfolio transactions required by subparagraphs (b) (5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Fund's Board of Directors such periodic and
special reports as the Board may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records
required to be maintained by the Sub-Adviser pursuant to this Paragraph 4 and
shall timely furnish to the Investment Manager all information relating to the
Sub-Adviser's services hereunder needed by the Investment Manager to keep the
other books and records of the Portfolio required by Rule 31a-1 under the 1940
Act. The Sub-Adviser agrees that all records which it maintains for the
Portfolio are the property of the Fund and the Sub-Adviser will surrender
promptly to the Fund any of such records upon the Fund's request, provided
however that the Sub-Adviser may retain a copy of such records. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 of the Securities and Exchange Commission under the 1940 Act any such
records as are required to be maintained by it pursuant to this Paragraph 4.
5. As compensation for the services to be rendered to the Fund for
the benefit of the Portfolio by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub-Adviser a fee at an
annual rate of .50% of the average daily net assets of the Portfolio. The fee
shall be computed daily and will be paid to the Sub-Adviser, quarterly, in
arrears.
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
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number of calendar days in the month, and shall be payable within 10 days
after the date of termination.
6. The services to be rendered by the Sub-Adviser to the Fund for the
benefit 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; provided,
however, except for advisory arrangements implemented prior to the date of
this Agreement, during the term of this Agreement, the Sub-Adviser, will not,
without the written consent of the Investment Manager, which consent will not
be unreasonably withheld, render investment management (or similar services)
to another registered investment company (or portfolio thereof) which the
Investment Manager reasonably determines would be in competition with and
which has investment policies similar to those of the Portfolio.
7. The Investment Manager agrees that it shall not use the
Sub-Adviser's name or otherwise refer to the Sub-Adviser in any materials
distributed to third parties, including the Portfolio's shareholders, without
the prior written consent of the Sub-Adviser.
8. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as
Sub-Adviser to the Fund, the Sub-Adviser shall not be subject to liability to
the Fund, to the Investment Manager 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.
9. 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
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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 the 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 the 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 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 Investment Manager to pay to the Sub-Adviser the fee provided in
Paragraph 5 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.
10. If the Investment Manager has any complaint about the way in
which the Sub-Adviser has carried out its obligations under this Agreement,
the matter should be raised in the first instance with the Sub-Adviser's
compliance officer, who will arrange to investigate the complaint and
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respond with his findings. The Investment Manager also has the right to
complain directly to the Investment Ombudsman at 0 Xxxxxxxxx'x Xxxxx, Xxxxxx
XX0X 0XX.
11. This Agreement shall extend to and bind the successors of the
parties hereto. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become
effective when one or more counterparts have been signed and delivered by each
of the parties hereto.
12. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities", "interested person", and "assignment"
shall have the meaning defined in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused their corporate
seals to be affixed and duly attested and their presents to be signed by their
duly authorized officers as of the ___ day of December, 1997.
DELAWARE MANAGEMENT COMPANY, INC.
By:
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Attest:
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AIB GOVETT, INC.
By:
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Attest:
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Agreed to and accepted as of the
day and year first above written:
DELAWARE GROUP ADVISER FUNDS, INC.
on behalf of the New Pacific Fund
By:
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Attest:
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