AMENDMENT NO. 1 TO EXHIBIT A OF THE INTERIM INVESTMENT MANAGEMENT AGREEMENT
EX-99.d.3
AMENDMENT NO. 1 TO
EXHIBIT A
OF THE INTERIM INVESTMENT MANAGEMENT AGREEMENT
THIS EXHIBIT to the Interim Investment Management Agreement dated January
4, 2010 (the “Agreement”) between DELAWARE POOLED TRUST and DELAWARE MANAGEMENT COMPANY,
a series of Delaware
Management Business Trust (the “Investment Manager”), amended as of the 26th day
of February, 2010 lists the Funds for which the Investment Manager provides
investment management services pursuant to this Agreement, along with the
management fee rate schedule for each Fund and the date on which the Agreement
became effective for each Fund.
| Management Fee Schedule (as a | ||
| percentage of average daily net assets) | ||
| Fund Name | Effective Date | Annual Rate |
| The Real Estate Investment Trust | January 4, 2010 | 0.75% on first $500 million |
| Portfolio (also known as Delaware REIT fund) | 0.70% on next $500 million | |
| 0.65% on next $1.5 billion | ||
| 0.60% on assets in excess of $2.5 billion |
| DELAWARE MANAGEMENT COMPANY, | DELAWARE POOLED TRUST | |||||
| A series of Delaware Management Business Trust | ||||||
| By: | By: | |||||
| Name: | Xxxxx X. X’Xxxxxx | Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | Title: | President | |||
SUB-ADVISORY AGREEMENT
AGREEMENT made by and between DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business
Trust (the “Investment
Manager”) and MONDRIAN INVESTMENT PARTNERS LIMITED
(the “Sub-Adviser'').
WITNESSETH:
WHEREAS, Delaware Pooled Trust, a Delaware
statutory trust (the “Trust”) is an investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as
a statutory trust under the laws of the State of Delaware; and
WHEREAS, The Emerging Markets, The
Global Fixed Income Portfolio, The International Equity Portfolio, The
International Fixed Income Portfolio, and The Labor Select International Equity
Portfolio (each, the “Fund”) are series of the Trust; and
WHEREAS, the Investment Manager and
the Trust, on behalf of the Fund, have entered into an agreement (the
“Investment Management Agreement”) whereby the Investment Manager will provide
investment advisory services to the Trust with respect to the Fund; and
WHEREAS, the Investment Manager has
the authority under the Investment Management Agreement to retain one or more
sub-advisers to assist the Investment Manager in providing investment advisory
services to the Trust with respect to the Fund; and
WHEREAS, the Investment Manager and
the Sub-Adviser are registered investment advisers under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”), and engage in the business of
providing investment advisory services; and
WHEREAS, the Board of Trustees (the
“Board” or the “Trustees”) of the Trust and the Investment Manager desire that
the Investment Manager retain the Sub-Adviser to render investment advisory and
other services with respect to that portion of the Fund as the Investment
Manager shall from time to time allocate to the Sub-Adviser (the “Managed
Portion”) in the manner, for the period, and on the terms hereinafter set forth;
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. (a) The
Sub-Adviser will supervise and direct the investments of the assets of the
Managed Portion of the Fund in accordance with the Fund's investment objectives,
policies, and restrictions as provided in the Fund's Prospectus and Statement of
Additional Information, as currently in effect and as amended or supplemented
from time to time (hereinafter referred to as the “Prospectus”), and such other
limitations as the Fund may impose by notice in writing to the Sub-Adviser,
subject always to the supervision and control of the Investment Manager and the
Board.
(b) As part of the services it will provide hereunder, the Sub-Adviser is
authorized, in its discretion and without prior consultation with the Fund or
the Investment Manager to:
| (i) |
obtain and evaluate
information relating to investment recommendations, asset allocation
advice, industries, businesses, securities markets, research, economic
analysis, and other investment services with respect to the securities
that are included in the Managed Portion or that are under consideration
for inclusion in the Managed Portion and invest the
Managed Portion in accordance with the Investment Manager's and the
Board's written direction as more fully set forth herein and as otherwise
directed;
|
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| (ii) | regularly make decisions as to what securities to purchase and sell on behalf of the Fund with respect to the Managed Portion, effect the purchase and sale of such investments in furtherance of the Fund's objectives and policies, and furnish the Board with such information and reports regarding the Sub-Adviser's activities in the performance of its duties and obligations under this Agreement as the Investment Manager deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trust may reasonably require in order to comply with applicable international, federal and state laws and regulations; | ||
| (iii) | provide any and all material composite or other performance information, records and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate, that are relevant to the Managed Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Managed Portion that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser's prior performance in the Fund's currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials prepared by the Fund or its agent; | ||
| (iv) | provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Managed Portion when market quotations are not readily available for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board; | ||
| (v) | vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Managed Portion, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Fund in order to comply with any applicable federal or state reporting requirements; | ||
| (vi) | provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agent in conducting ongoing due diligence and performance monitoring; and | ||
| (vii) |
maintain all accounts, books,
and records with respect to the Managed Portion as are required of an
investment adviser of a registered investment company pursuant to the 1940
Act and the Advisers Act and the rules thereunder and preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books
and records that it maintains for the Fund and that are required to be
maintained by Rule 31a-l under the 1940 Act. The
Sub-Adviser shall furnish to the Investment Manager copies of all such
accounts, books, and records as the Investment Manager may reasonably
request. The Sub-Adviser agrees that such accounts, books, and records are
the property of the Trust, and will be surrendered to the Trust promptly
upon request, with the understanding that the Sub-Adviser may retain its
own copy of all records.
|
||
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(c) The Sub-Adviser shall not consult with any
other sub-adviser of the Fund or of any fund that is an “affiliated person” of
the Fund concerning transactions for the Fund in securities or other assets,
except as such consultations may be reasonably necessary in order to ensure
compliance with Rule 12d3-l under the 1940 Act.
(d) In furnishing services hereunder, the
Sub-Adviser shall be subject to, and shall perform in accordance with, the
following: (i) provisions of the Trust's Agreement and Declaration of Trust, as
the same may be hereafter modified, amended, and/or supplemented from time to
time, that are applicable to the Managed Portion; (ii) provisions of the Trust's
By-Laws, as the same may be hereafter modified, amended, and/or supplemented
from time to time that are applicable to the Managed Portion; (iii) the Fund's
Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and
all other international, federal and state securities laws or regulations
applicable to the Trust and the Fund; (v) the Trust's compliance procedures and
other policies and procedures adopted from time to time by the Board applicable
to the Managed Portion; and (vi) the written instructions of the Investment
Manager.
(e) The Investment Manager agrees to provide the
Sub-Adviser with current copies of the documents mentioned in paragraph l(d)(i),
(ii), (iii) and (v) above and all changes made to such documents at, or if
practicable, before the time such changes become effective, and the Investment
Manager acknowledges and agrees that the Sub-Adviser shall not be responsible
for compliance with such documents or amendments unless and until they are
received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting
upon any proper instructions reasonably believed by it to be genuine and signed
or communicated by or on behalf of the Investment Manager or the Fund.
(f) The Sub-Adviser hereby agrees during the
period hereinafter set forth 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 Trust, the Fund or the Investment Manager in any way, or in any
way be deemed an agent of the Trust, the Fund or the Investment Manager.
(g) The Sub-Adviser may perform its services
through its employees, officers or agents, and the Investment Manager shall not
be entitled to the advice, recommendation or judgment of any specific person;
provided, however, that the persons identified in the Fund's Prospectus shall
perform the portfolio management duties described therein until the Sub-Adviser
notifies the Investment Manager that one or more other affiliates, employees,
officers or agents identified in such notice shall assume such duties as of a
specific date.
(h) The Investment Manager shall provide (or use
its best efforts to cause to be provided) timely information to the Sub-Adviser
regarding such matters as the cash requirements and cash available for
investment in the Managed
Portion, and all other information as may be reasonably necessary for the
Sub-Adviser to perform its responsibilities under this Agreement.
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2. (a) Under the terms of the Investment Management Agreement, the Trust
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 existence as a
statutory trust organized under the laws of the State of Delaware; the
maintenance of its own books, records, and procedures; dealing with its own
shareholders; the payment of dividends; transfer of shares, including issuance
and repurchase of shares; preparation of share certificates, if any; reports and
notices to shareholders; calling and holding of shareholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; taxes; interest and federal and state registration fees.
(b) Directors, officers and employees of the Sub-Adviser may be
directors, officers and employees of other funds that 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
Trust, shall not receive any compensation from the Trust for acting in such dual
capacity.
3. (a) The Sub-Adviser will select brokers and dealers to effect all Fund
transactions with respect to the Managed Portion subject to the conditions set forth herein. The
Sub-Adviser may combine orders for the Managed Portion with orders for other
accounts or funds under management. Transactions involving combined orders are
allocated in a manner deemed equitable to each account. The Sub-Adviser will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions, if applicable. The Sub-Adviser is directed at all times
to seek to execute transactions for the Managed Portion (i) in accordance with
any written policies, practices or procedures that may be established by the
Board or the Investment Manager from time to time and provided to the
Sub-Adviser, and (ii) as described in the Fund's Prospectus and SAI. In placing
any orders for the purchase or sale of investments for the Fund, with respect to
the Managed Portion, the Sub-Adviser shall use its best efforts to obtain for
the Managed Portion “best execution,” considering all of the circumstances, and
shall maintain records adequate to demonstrate compliance with this requirement.
(b) Subject to the appropriate policies and
procedures approved by the Board and provided to the Sub-Adviser in writing, the
Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), cause the Managed Portion
to pay a broker or dealer that provides brokerage and research services to the
Investment Manager, the Sub-Adviser and the Managed Portion an amount of
commission for effecting a Fund transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines, in good faith, that such amount of
commission is reasonable in relation to the value of such brokerage and research
services provided viewed in terms of that particular transaction or the
Sub-Adviser's overall responsibilities to its clients for which the Investment
Manager or the Sub-Adviser exercises investment discretion. To the extent
authorized by Section 28(e) and the Board, the Sub-Adviser shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of such action.
(c) Subject to applicable law and regulations,
including Section 17(e) of the 1940 Act and Rule 17e-l thereunder, the
Sub-Adviser is authorized to place orders for the purchase and sale of
securities for the Managed Portion with brokers or dealers that are affiliated
with the Sub-Adviser. Any entity or person associated with
the Investment Manager or the Sub-Adviser that is a member of a national
securities exchange is authorized to effect any transaction on such exchange for
the account of the Fund to the extent and as permitted by Section 11(a)(1)(H) of
the Exchange Act and Rule 11a2-2(T) thereunder.
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4. As compensation for the services to be rendered to the Trust for the
benefit of the Fund by the Sub-Adviser under the provisions of this Agreement,
the Investment Manager shall pay to the Sub-Adviser a fee as provided in Exhibit
A attached hereto.
5. The services to be rendered by the Sub-Adviser to the Trust for the
benefit of the Fund 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 materially impaired thereby.
6. (a) 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 Trust or to any other investment company,
corporation, association, firm or individual.
(b) Neither the Investment Manager, the Trust nor
the Fund shall use the Sub-Adviser's actual or fictitious name(s), mark(s),
derivative(s) and/or logo(s) (or that of any affiliate of the Sub-Adviser, other
than that of the Fund, the Trust or any affiliate of the Investment Manager that
is an affiliate of the Sub-Adviser solely by reason of the Sub-Adviser's
provision of services pursuant to this Agreement) or otherwise refer to the
Sub-Adviser in any materials related to the Trust or the Fund distributed to
third parties, including the Fund's shareholders, without prior review and
written approval by or on behalf of the Sub-Adviser, which may not be
unreasonably withheld or delayed. Upon termination of this Agreement, the
Investment Manager, the Trust and the Fund, shall, to the extent applicable and
as soon as is reasonably possible, cease to use the Sub- Adviser's actual or
fictitious name(s), mark(s), derivative(s) and/or logo(s) in materials related
to the Fund.
(c) The Sub-Adviser shall not use the Investment
Manager's name (or that of any affiliate of the Investment Manager, other than
that of any affiliate of the Sub-Adviser that is an affiliate of the Investment
Manager solely by reason of the Sub-Adviser's provision of services pursuant to
this Agreement) or otherwise refer to the Investment Manager in any materials
related to the Trust or the Fund distributed to third parties, including the
Fund's shareholders, without prior review and written approval by the Investment
Manager, which may not be unreasonably withheld or delayed. Upon termination of
this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon as
is reasonably possible, cease to use the actual or fictitious name(s), mark(s),
derivative(s) and/or logo(s) of the Trust and the Fund.
(d) This Section 6 applies solely to materials
related to the Fund and the Trust only, and not to other products or
relationships between the Sub-Adviser and the Investment Manager.
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7. (a) In the absence
of willful misfeasance, bad faith, gross negligence, or reckless disregard in
the performance of its duties as Sub-Adviser to the Trust on behalf of the Fund,
neither the Sub-Adviser nor any of its officers, directors, employees or agents
(collectively, “Sub-Adviser Related Persons”) shall be liable to the
Trust, the Fund, the Investment
Manager or any shareholder of the Trust 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. The
Sub-Adviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Managed
Portion or the Fund, or that the Managed Portion or the Fund will perform
comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private. Subject to the first sentence of this
Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by
any reason of any act or omission of any bank, broker, the custodian bank or any
administrator or trustee whether appointed on behalf of the Investment Manager,
the Fund or the Trust. Nothing contained herein shall be deemed to waive any
liability which cannot be waived under applicable law, including applicable U.S.
state and federal securities laws, ERISA and The Financial Services and Markets
Act 2000 of the United Kingdom (“FSMA”) or any rules or regulations adopted
under any of those laws.
(b) The Investment Manager shall indemnify
Sub-Adviser Related Persons to the fullest extent permitted by law against any
and all loss, damage, judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees (collectively “Losses”), incurred
by the Sub-Adviser or Sub-Adviser Related Persons arising from or in connection
with this Agreement or the performance by the Sub-Adviser or Sub-Adviser Related
Persons of its or their duties hereunder so long as such Losses arise out of the
Investment Manager's willful misfeasance, bad faith, gross negligence, or
reckless disregard in performing its responsibilities hereunder, including,
without limitation, such Losses arising under any applicable law or that may be
based upon any untrue statement of a material fact contained in the Trust's
Registration Statement, or any amendment thereof or any supplement thereto, or
the omission to state therein a material fact that was known or that should have
been known and was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made in
reasonable reliance upon information furnished to the Investment Manager or the
Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for
inclusion in the Registration Statement or any amendment thereof or supplement
thereto, except to the extent any such Losses referred to in this paragraph (b)
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Sub-Adviser or a Sub-Adviser Related Person in the
performance of any of its duties under, or in connection with, this
Agreement.
(c) The Sub-Adviser shall indemnify the Investment
Manager and its affiliates and its or their controlling persons, officers,
directors, employees, agents, legal representatives and persons controlled by it
(collectively “Investment Manager Related Persons”) to the fullest extent
permitted by law against any and all Losses incurred by the Investment Manager
or Investment Manager Related Persons arising from or in connection with this
Agreement or the performance by the Investment Manager or Investment Manager
Related Persons of its or their duties hereunder so long as such Losses arise
out of the Sub-Adviser's willful misfeasance, bad faith, gross negligence, or
reckless disregard in performing its responsibilities hereunder, including,
without limitation, such Losses arising under any applicable law or that may be
based upon any untrue statement of a material fact contained in the Trust’s
Registration Statement, or any amendment thereof or any supplement thereto, or
the omission to state therein a material fact that was known or that should have
been known and was required to be stated therein or necessary to make the
statements therein not misleading, if such statement or omission was made in
reasonable reliance upon information furnished to the Investment Manager or the
Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for
inclusion in the Registration Statement or any amendment thereof or supplement thereto,
except to the extent any such Losses referred to in this paragraph (c) result
from willful misfeasance, bad faith, gross negligence or reckless disregard on
the part of the Investment Manager or an Investment Manager Related Person in
the performance of any of its duties under, or in connection with, this
Agreement.
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8. (a) This Agreement
shall be executed and become effective as of the date written below;
provided, however, that this Agreement shall not become
effective with respect to the Fund unless it has first been approved in the
manner required by the 1940 Act and the rules thereunder or in accordance with
exemptive or other relief granted by the Securities and Exchange Commission (the
“SEC”) or its staff. This Agreement shall continue in effect for a period of two
(2) years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board or by the
vote of a majority of the outstanding voting securities of the Fund and only if
the terms and the renewal hereof have been approved by the vote of a majority of
those Trustees of the Trust who are not parties hereto or “interested persons”
of the Trust, the Fund, or any party hereto, 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 in the manner required by the 1940 Act and the rules
thereunder or in accordance with exemptive or other relief granted by the SEC or
its staff.
(c) This Agreement may be terminated (i) by the
Investment Manager at any time, without the payment of a penalty, on ninety (90)
days' written notice to the Sub-Adviser of the Investment Manager's intention to
do so and (ii) by the Trust at any time, without the payment of a penalty, on
sixty (60) days' written notice to the Sub- Adviser of the Trust's intention to
do so pursuant to action by the Board or pursuant to the vote of a majority of
the outstanding voting securities of the Fund. The Sub-Adviser may terminate
this Agreement at any time, without the payment of a penalty, on ninety (90)
days' written notice to the Investment Manager and the Trust 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 (i) any obligation arising out of or relating to a breach of this Agreement
committed prior to such termination, (ii) 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, and (iii) any indemnification obligation
provided in Paragraph 7 hereof. This Agreement shall automatically terminate in
the event of its assignment or upon the termination of the Investment Management
Agreement.
9. Any information
and advice furnished by either party to this Agreement to the other party shall
be treated as confidential and shall not be disclosed to third parties without
the consent of the other party hereto. Notwithstanding the foregoing,
information shall not be subject to such confidentiality obligations if it:
| (i) | is already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party); | ||
| (ii) | is or becomes publicly known or available through no wrongful act of the receiving party; | ||
| (iii) | is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; | ||
| (iv) | is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted); | ||
| (v) | is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days' written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or | ||
| (vi) | has been or is independently developed or obtained by the receiving party. | ||
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The Sub-Adviser shall
not disclose any “nonpublic personal information” (as such term is defined in
Regulation S-P, including any amendments thereto) pertaining to the customers of
the Trust or a client of the Investment Manager to any third party or use such
information other than for the purpose of providing the services contemplated by
this Agreement.
10. The Sub-Adviser
represents, warrants and agrees that:
(a) The Sub-Adviser: (i) is registered as an
investment adviser under the Advisers Act and will continue to be so registered
for so long as this Agreement remains in effect; (ii) is not prohibited by the
1940 Act, the Advisers Act or other law, regulation or order from performing the
services contemplated by this Agreement (iii) to the best of its knowledge, has
met and will seek to continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency necessary to
be met in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this
Agreement; and (v) will promptly notify the Investment Manager of the occurrence
of any event that would disqualify the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise. The Sub-Adviser will also promptly notify the Fund and the Investment
Manager if it is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Fund, provided,
however, that routine regulatory examinations that do not specifically relate to
the Managed Portion or the Fund shall not be required to be reported by this
provision.
(b) The Sub-Adviser has adopted a written code of
ethics complying with the requirements of Rule 17j-l under the 1940 Act and will
provide the Investment Manager and the Board with a copy of such code of ethics,
together with evidence of its adoption. In accordance with the requirements of
Rule 17j-l, the Sub-Adviser shall certify to the Investment Manager that the
Sub-Adviser has complied in all material respects with the requirements of Rule
17j-l during the previous year and that there has been no material violation of
the Sub-Adviser's code of ethics relating to the services the Sub-Adviser
performs under this Agreement or, if such a material violation has occurred,
that appropriate action was taken in response to such violation. Upon the
written request of the Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its employees or its agents all
information required by Rule 17j-l(c)(l) relating to the approval by the Fund's
Board of Trustees of the Sub-Adviser's code of ethics relating to the services
the Sub-Adviser performs under this Agreement.
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(c) The Sub-Adviser has provided the Investment
Manager with a copy of its Form ADV at least forty-eight (48) hours prior to
execution of this Agreement, which as of the date of this Agreement is its Form
ADV as most recently filed with the SEC, and promptly will furnish a copy of all
amendments to the Investment Manager at least annually. Such amendments shall
reflect all changes in the Sub-Adviser's organizational structure, professional
staff or other significant developments affecting the Sub-Adviser, as required
by the Advisers Act.
(d) The Sub-Adviser will notify the Trust and the
Investment Manager of any event that would be deemed an assignment of this
Agreement, with the exception of any assignment by or with respect to the
Investment Manager, or change of control of the Sub-Adviser, as applicable, and
any changes in the key personnel who are the portfolio manager(s) of the Managed
Portion prior to or promptly after such change. The Investment Manager will
notify the Sub-Adviser of any event that would be deemed an assignment of this
Agreement, with the exception of any assignment by or with respect to the
Sub-Adviser, or change of control of the Investment Manager, as applicable. The
Sub-Adviser agrees to bear all reasonable expenses of the Fund, if any, arising
out of an assignment of this Agreement or change in control of the Sub-Adviser
so long as the assignment is not by or with respect to the Investment
Manager.
(e) The Sub-Adviser agrees to maintain an
appropriate level of errors and omissions or professional liability insurance
coverage as shall be reasonably necessary in light of its obligations under this
Agreement.
11. This Agreement shall extend to and bind the successors of the parties
hereto. Nothing in this Agreement, express or implied, is intended to or shall
(a) confer on any person other than the parties hereto and their respective
successors or permitted assigns any rights (including third party beneficiary
rights), remedies, obligations or liabilities under or by reason of this
Agreement, or (b) constitute the parties hereto as partners or as participants
in a joint venture.
12. For the purposes of this Agreement, the terms “vote of a majority of the
outstanding voting securities,” “interested person,” “affiliated person,” and
“assignment” shall have the meanings given them in the 1940 Act, subject,
however to such exemptions as may be granted by the SEC and its staff under the
1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers as of the 4th of
January, 2010.
| MONDRIAN INVESTMENT PARTNERS | DELAWARE MANAGEMENT COMPANY, | |||||||
| LIMITED | a series of Delaware Management Business Trust | |||||||
| By | /s/ Xxxxx Xxxxxxxx | By | /s/ Xxxxx X. X’Xxxxxx | |||||
| Name: | Xxxxx Xxxxxxxx | Name: | Xxxxx X. X’Xxxxxx | |||||
| Title: | Chief Executive Officer | Title: | Senior Vice President | |||||
Xxxxxx to and
accepted as of the day and year first above written:
| DELAWARE POOLED TRUST | |||||
| on behalf of the Funds listed on Exhibit A | |||||
| By | /s/ Xxxxxxx Xxxxx | ||||
| Name: | Xxxxxxx Xxxxx | ||||
| Title: | Senior Vice President | ||||
10
EXHIBIT A
FEE SCHEDULE
| (as a percentage of average daily | ||
| net assets) | ||
| Fund Name | Effective Date | Annual Rate |
| The Emerging Markets Portfolio | January 4, 2010 | 0.75% |
| The Global Fixed Income Portfolio | January 4, 2010 | 0.30% |
| The International Equity Portfolio | January 4, 2010 | 0.36% |
| The International Fixed Income Portfolio | January 4, 2010 | 0.30% |
| The Labor Select International Equity Portfolio | January 4, 2010 | 0.30% |
11
