SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust ("Investment Manager"), and DELAWARE
INTERNATIONAL ADVISERS LTD. ("Sub-Adviser").
WITNESSETH:
WHEREAS, DELAWARE POOLED TRUST, a Delaware business trust ("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, the Investment Manager and the Company on behalf of THE
DIVERSIFIED CORE FIXED INCOME PORTFOLIO ("Portfolio") have entered into an
agreement ("Investment Management Agreement") whereby the Investment Manager
will provide investment advisory services to the Company 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 Company 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, as amended, 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
investment and reinvestment of that portion of the Portfolio's assets as the
Investment Manager shall designate from time to time and to furnish the
Investment Manager with investment recommendations, asset allocation advice,
research, economic analysis and other investment services with respect to
securities in which the Portfolio may invest, subject to the direction of the
Board and officers of the Company 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 Company
in any way, or in any way be deemed an agent of the Company. The Sub-Adviser
shall regularly make decisions as to what securities to purchase and sell on
behalf of the Portfolio with respect to that portion of the Portfolio's assets
designated by the Investment Manager, shall effect the purchase and sale of such
investments in furtherance of the Portfolio's objectives and policies and shall
furnish the Board of Trustees of the Company with such information and reports
regarding its activities as the Investment Manager deems appropriate or as the
Trustees of the Company may reasonably request 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 Company and
with the instructions and directions of the Investment Manager and of the Board
of Trustees of the Company 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 consistent with the provisions of Section
15(c) of the 1940 Act.
2. Under the terms of the Investment Management Agreement, 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 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.
Without limiting the foregoing, except as the Investment Manager and the
Sub-Adviser may agree in writing from time to time, the Sub-Adviser shall have
no responsibility for record maintenance and preservation obligations under
Section 31 of the 1940 Act.
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 trustees, officers and/or employees of the
Company, shall not receive any compensation from the Company 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 Company, the Investment Manager and
the Sub-Adviser may share facilities common to each, which may include legal and
accounting personnel, with appropriate proration of expenses between and among
them.
3. (a) Subject to the primary objective of obtaining the best
execution, the Sub-Adviser may 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 Company, 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 Company 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 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
Trustees and officers of the Company, the Sub-Adviser may cause the Company 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 Sub-Adviser 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 Sub-Adviser's
overall responsibilities with respect to the Company on behalf of the Portfolio
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. As compensation for the services to be rendered to the Company 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 equal to
that portion of the fees paid to the Investment Manager under the Investment
Management Agreement attributable to foreign investments.
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 Company 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 such services to an 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
Company.
6. Subject to the limitation set forth in Paragraph 5, 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 Company or to any other investment company,
corporation, association, firm or individual.
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.
7. 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
Company on behalf of the Portfolio, the Sub-Adviser shall not be subject to
liability to the Company or to the Portfolio, to the Investment Manager 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.
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8. (a) 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 Trustees
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 Trustees of the Company who are not parties hereto or
interested persons of any such party ("Independent Trustees"), cast in person at
a meeting called for the purpose of voting on such approval.
(b) No amendment to this Agreement shall be effective unless
approved by: (i) a majority of the Trustees of the Company, including a majority
of Independent Trustees; and (ii) a majority of the outstanding voting
securities of the Portfolio. Notwithstanding the foregoing, the Agreement may be
amended without the approval of a majority of the outstanding voting securities
of the Portfolio if the amendment relates solely to a management fee reduction
or other change that is permitted or not prohibited under federal law, rule,
regulation or SEC staff interpretation thereof to be made without shareholder
approval.
(c) This Agreement may be terminated by the Investment Manager or
the Company 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 Company's
intention to do so, in the case of the Company pursuant to action by the Board
of Trustees of the Company 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 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 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 successors of the
parties hereto.
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 meaning defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and duly attested as of
the _____ day of ____________________.
DELAWARE INTERNATIONAL DELAWARE MANAGEMENT COMPANY,
ADVISERS LTD. a series of Delaware Management Business
Trust
By:___________________________________ By:___________________________________
Name: Name:
Title: Title:
Attest:________________________________ Attest:________________________________
Agreed to and accepted as of the day and year first above written:
DELAWARE POOLED TRUST
on behalf of the DIVERSIFIED CORE
FIXED INCOME PORTFOLIO
By:__________________________________
Attest:________________________________
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