Exhibit 99.(d)(2)(xii)
CONSULTING SERVICES AGREEMENT
BETWEEN
DELAWARE MANAGEMENT COMPANY
AND
LINSCO/PRIVATE LEDGER CORPORATION
AGREEMENT, dated as of July 17, 2003, between Linsco/Private Ledger
Corporation ("LPL"), a California corporation, and Delaware Management Company
("DMC"), a series of Delaware Management Business Trust, a Delaware statutory
trust.
WHEREAS, DMC is the investment manager for each series of Optimum Fund
Trust , a Delaware statutory trust offering multi-manager, sub-advised retail
mutual funds ("Optimum Funds"); and
WHEREAS, DMC desires from time to time to utilize certain of LPL's
analytical and management support services in connection with DMC's role as
investment manager of the Optimum Funds, and LPL is willing to provide such
services to DMC on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual benefits to be derived,
the parties do hereby agree as follows:
1. (a) LPL will furnish the analytical, management and
administrative support services listed and described in Exhibits I, II and III
hereto (the "Services") to DMC.
(b) DMC may from time to time request that LPL provide
additional analytical, management and administrative support services for DMC
and the Optimum Funds ("Additional Services") Such Additional Services shall be
defined in an Addendum to Exhibits I, II or III that is agreed upon by the
parties in writing from time to time. Each such Addendum shad when executed by
the parties hereto, be incorporated into and become a part of Exhibits I, II or
III to this Agreement.
2. The annual fees to be paid by DMC to LPL in consideration of
the Services (the "Fees") for the initial twelve (12) month period of this
Agreement, and for each successive twelve (12) month period in which this
Agreement is in effect, shall be as set forth in Exhibit IV hereto. Any
adjustments to the Fees in subsequent periods and the fees for any Additional
Services, if any, will be determined as mutually agreed in writing by DMC and
LPL. All adjustments to the Fees in subsequent periods and fees for Additional
Services during any period shall be reasonable LPL shall bear its own expenses
incurred in the provision of the Services or Additional Services, if any.
3. The monthly amount due shall be determined by DMC or an
affiliate based on the average daily net assets of the Optimum Funds during such
month. The amounts due for periods shorter than a calendar month due to
inception or termination of this Agreement are the monthly amounts prorated from
the inception or to the termination date Such amounts are due and payable within
ten (10) business days of termination of this Agreement.
4. (a) The books, accounts and records of DMC and LPL to all
transactions hereunder shall be maintained so as to clearly and accurately
disclose the nature and details of the transactions, including such accounting
information as is necessary to support the reasonableness of the charges,
expenses or fees hereunder.
(b) Each party, at its own expense, shall have the right to
conduct an audit of the books, accounts and records of the other party relating
to the provision of services hereunder upon giving reasonable notice of its
intent to conduct such an audit In the event of such an audit, the party being
audited shall provide access at reasonable times to all books, accounts and
records necessary for the audit.
(c) Each of LPL and DMC shall be and remain sole owner of its
records, including but not limited to business and corporate records, regardless
of the use or possession by either party of the other party's records Upon
termination of this Agreement, each party shall deliver to the other as each may
direct, all of the records held by them but belonging to the other and provided
to the other in the course of providing services under the Agreement; provided,
however, that each party shall have the right to retain original records and
return photocopies, when required to maintain such records by any law,
regulation or regulatory authority or organization.
5. (a) The term of this Agreement shall commence as of the date
the Optimum Funds commence accruing an investment management fee payable to DMC
and continue until terminated by either party on not less than sixty (60)
calendar days prior written notice to the other party by an agreement in writing
signed by both parties; provided, however that this Agreement shall terminate
automatically upon the termination and non-renewal of DMC's investment
management agreement or substantially similar agreement with the Optimum Funds.
(b) If DMC or LPL gives notice of termination of this
Agreement, DMC and LPL will take all necessary steps, including, without
limitation, LPL providing DMC with access to and the opportunity to consult with
LPL employees, in order to facilitate a smooth transition of the records and
responsibilities so as to avoid a disruption of services to DMC. Any such
transition will begin on the giving of such termination notice, and the parties
will use their best efforts to complete such transition by the termination date.
If such transition is not completed by the termination date and if LPL continues
to provide services or undertake duties and responsibilities under this
Agreement, this Agreement, including without limitation the fee provisions
(adjusted to reflect the portion of services completed or continuing) shall be
deemed to continue in effect with respect to the services so provided or duties
and responsibilities so undertaken.
6. (a) LPL shall indemnify, defend and hold harmless DMC, its
affiliates, and its and their directors, trustees, officers, employees and
agents (collectively "DMC" for purposes of these Sections 6(a) and 6(b)) against
all claims, actions, damages, liabilities, losses, costs and expenses, including
reasonable attorney's fees and expenses, arising from any claim that anything
created or delivered by LPL hereunder (the "Work Product"), or the performance
of the Services, infringes or violates a patent, copyright, trade secret or
other intellectual property right of a third party DMC shall notify LPL promptly
in writing of such claim and allow LPL to control such defense and any
settlement provided that DMC shall have the right to participate in the defense
at its expense and that failure to give or delay in giving such notice by DMC
shall affect LPL's obligation under this Section 6 only to the extent LPL is
prejudiced by such failure or delay Notwithstanding the prior sentence, DMC
shall be entitled to conduct its own defense at its own expense in the event
that LPL's and DMC's interests in the matter are adverse. If DMC is enjoined or
otherwise prohibited from using the Work Product, LPL shall, at its expense, (i)
procure for DMC the right to continue using the Work Product; (ii) substitute a
non-infringing version of the Work Product of equal or better performance, or
(iii) if neither of the foregoing alternatives is available on reasonable
commercial terms, LPL shall refund to DMC all Fees and expenses paid for the
Work Product.
(b) LPL shall indemnify and hold harmless DMC and defend and
hold DMC harmless from and against any and all loss, claim, excise tax, damage,
fine, penalty or other liability (including costs and reasonable attorneys fees
and disbursements of DMC) to which DMC may be or may become subject as a result
of a breach of the representations, warranties or agreements of LPL set forth in
this Agreement. The provisions of this paragraph shall survive termination of
this Agreement.
7. (a) In performing the Services, LPL shall serve only as a
resource to DMC, shall staff the Services with experienced and qualified
professionals, and shall provide DMC with information which DMC may use in
providing management services to the Optimum Funds LPL shall not provide the
Services to the Optimum Funds and shall not exercise any decision-making
authority or control with respect to the investment strategies or management of
the funds LPL shall provide the Services to, and at the direction and under the
supervision of, DMC. Except as set forth in this Section 7(a) and Exhibits I, II
or III to this Agreement, LPL makes no warranties other than to render the
Services in accordance with applicable laws and regulations and
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the terms and conditions of this Agreement, and to use the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent person
acting in like capacity and familiar with such matters would use in the
performance of services of like character and with like aims. Except as provided
in the last sentence of this Section 7(a), LPL shall not be liable under any
legal or equitable theory, whether in contract or in tort, for any indirect,
incidental, special or consequential damages of DMC (whether or not DMC has been
advised of or could have foreseen the possibility of such damages), or for any
of DMC's lost profits, appreciation, earnings, or savings DMC shall indemnify,
defend and hold harmless LPL, its affiliates, and their directors, officers,
employees and agents from and against any and all claims, expenses, losses or
liabilities in connection with any claim by any third party relating to DMC's
reliance on the services or advice rendered hereunder, except to the extent
caused by breach of LPL's representations, warranties and obligations hereunder.
Notwithstanding the foregoing, nothing herein shall limit LPL's liability to DMC
or require DMC to indemnify, defend or hold harmless LPL: (i) to the extent any
damage, claim, expense, loss or liability results from LPL's gross negligence,
reckless disregard of duties or willful misconduct, or results from a violation
by LPL of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or other applicable law or regulation (including any imprudent or
negligent act or omission in connection with the Services subject to ERISA or
other applicable law or regulation), nor shall anything herein relieve LPL from
any responsibility, obligation or duty from which it may not be relieved under
ERISA or other applicable law or regulation or waive any right of DMC under any
applicable securities laws; (ii) for breach by LPL of its obligations under
Section 10 hereof; or (iii) in the event of a claim giving rise to the
indemnification obligations set forth in Sections 6(a) and 6(b) hereof.
(b) Except for breach of its obligations under Section 10
hereof or in the event of a claim giving rise to the indemnification obligations
set forth in Section 7{a) hereof, LPL shall not be liable under any legal or
equitable theory, whether in contract or in tort, for any indirect, incidental,
special or consequential damages of DMC (whether or not DMC has been advised of
or could have foreseen the possibility of such damages), or for any of DMC's
lost profits, appreciation, earnings, or savings.
8. If LPL fails to complete any of the Services by the
corresponding completion dates specified in or set in accordance with this
Agreement, LPL will reimburse DMC for all reasonable costs and expenses incurred
by DMC to obtain in a timely manner substantially similar replacement services
from a third party.
9. LPL understands that in its sales and promotional materials,
DMC may describe LPL's experience and will also describe the process by which
the various investment sub-advisory firms are chosen and monitored, and that
LPL's consultative role in this process may be expressly referred to, including
the fact that certain sub-advisors were selected by DMC based in part on
research or recommendations provided by LPL. Notwithstanding the foregoing,
neither party shall use the name of the other party in any written materials,
including, but not limited to, in a prospectus or in connection with the
promotion or offering of a financial instrument or other advertising or
publicity, without forwarding the other party advance copies of any such written
materials, and without the other party's prior written consent, which shall be
provided in a timely manner and not be unreasonably withheld; provided, however,
that either party may use the other party's name in such materials if advised by
legal counsel that such use of the other party's name in such materials is
necessary to meet a statutory, regulatory or regulatory authority imposed
obligation.
10. Pursuant to this Agreement and/or as a result of seeking to
perform their respective duties hereunder,:
(a) The parties may provide to one another and each party may
be afforded access to, or may learn, certain confidential and proprietary
information of the other party including information concerning their products,
services, shareholders, finances, business affairs, methods of operations,
distribution strategies, procedures or other internal matters (collectively, the
"Confidential Information"). Such Confidential Information may include, but will
not necessarily be limited to, Confidential Information which deals with: (i)
the parties' respective trade secrets; (ii) the finances, business affairs,
business plans, marketing strategies, circumstances or relationships of either
party; (iii) any non-public information, including the names and addresses and
personal information concerning either party's active and retired employees and
sales associates
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and internal memoranda and correspondence, material, inventions, improvements,
systems or programs used by either LPL or DMC and in which either party has
proprietary rights or is under contractual obligation to protect a third party's
proprietary rights; and (iv) the internal business practices and business
records of the parties, whether oral or written.
(b) Each party will hold all Confidential information in
strictest confidence and will use such Confidential Information solely for the
purposes of performing its duties hereunder and shall copy the Confidential
Information only as required for such use. Neither party shall disclose such
Confidential Information to any third party except to personnel who have a need
to know such information in order to provide such services or perform such
duties and who have been informed of the obligations imposed by this
Confidential Agreement.
(c) Notwithstanding anything to the contrary herein, neither
party shall have any obligation to preserve the confidentiality of any
Confidential Information which:
(i) is or becomes publicly available (other than
through unauthorized disclosure by the
receiving party);
(ii) at the time of disclosure to the receiving
party, is already in the possession of, or
known to, the receiving party;
(iii) is made available to the receiving party as
a matter of right by any person or entity
other than the disclosing party;
(iv) is the subject of a subpoena or other such
legal or regulatory process or inquiry,
whereupon the receiving party shall provide
notice to the disclosing party prior to such
disclosure in order to allow the disclosing
party to seek an appropriate protective
order;
(v) is developed by the receiving party without
use of or reference to any materials
containing or comprising the Confidential
Information;
(vi) legal counsel has advised a party that
public disclosure or disclosure to the Board
of Trustees of the Optimum Funds (or other
third party involved in the operation of the
Optimum Funds, such as the independent
public accountants for the Optimum Funds,
that has a need to know such Confidential
Information) or appropriate regulatory
authority of such Confidential Information
is necessary to meet a statutory, regulatory
or regulatory authority imposed obligation;
or
(vii) legal counsel has advised a party that
public disclosure or disclosure to the Board
of Trustees of the Optimum Funds (or other
third party involved in the operation of the
Optimum Funds, such as the independent
public accountants for the Optimum Funds,
that has a need to know such Confidential
Information) or appropriate regulatory
authority of such Confidential Information
is necessary for the party to meet its
obligations under this Agreement or any
other agreements between the parties or the
Optimum Funds, or to prevent termination of
such agreements.
(d) Upon request, the receiving party (i) will either return
promptly to the disclosing party all Confidential Information that is in
tangible form (and all copies thereof), or destroy all documents and materials
(and all copies thereof) containing any such Confidential Information entitled
to protection hereunder, and (ii) will certify in writing to the disclosing
party it has so complied.
(e) No interest or rights in any such Confidential
Information, and no right to receive any disclosure of any such Confidential
Information, is granted by this Section 10.
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(f) Each party represents and warrants that it (i) is not
subject to, and will not assume, any obligation inconsistent with its
obligations hereunder, and (ii) is not subject to any restriction that will be
violated by any disclosure it makes to the receiving party.
(g) Each party recognizes and acknowledges the competitive
value and confidential nature of the Confidential Information and agrees to be
responsible for the improper use of the Confidential Information Each party
understands that money damages would not be a sufficient remedy for violation of
its confidentiality obligations under this Agreement and, accordingly, the
disclosing party shall be entitled to specific performance and injunctive relief
in the event that the receiving party violates its confidentiality obligations
hereunder Nothing contained in this Section 10 shall in any way limit either
party's liability for breach of this Agreement.
11. Should an irreconcilable difference of opinion between DMC and
LPL arise as to the interpretation of any matter respecting this Agreement, it
is hereby mutually agreed that such difference shall be submitted to arbitration
as the sole remedy available to both parties. Such arbitration shall be in
accordance with the rules of the American Arbitration Association, the
arbitrators shall have extensive experience in the investment advisory
industries, and the arbitration shall take place in Boston, Massachusetts,
Philadelphia, Pennsylvania or such other location as the parties may mutually
agree.
12. No assignment of this Agreement shall be made by either party
without the prior written consent of the other party, except that LPL may
contract with one or more of its affiliates for the performance of its
obligations hereunder, provided that the terms and conditions of such contracts
shall not be inconsistent herewith and that LPL shall not be relieved of its
duties and obligations to DMC hereunder. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto.
13. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts without regard to
conflict of law principles, and no modifications hereof or waivers or rights
hereunder shall be made or occur unless done in writing and signed by the
parties hereto.
14. The invalidity or unenforceability of any particular provision
of this Agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
15. The waiver by either party of any breach by the other of any
of its obligations hereunder or the failure of either party to exercise any of
its rights in respect of such a breach shall not be deemed to be a waiver of any
previous or subsequent breach.
16. All notices provided for in this Agreement shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
mailed via an overnight courier service, telecopied or mailed by registered or
certified mail to the applicable party at the address indicated below:
If to: Linsco/Private Ledger Corporation
Xxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Legal Department
If to: Delaware Management Company
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
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or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to the delivery with the
terms of this Section 17. Except as otherwise expressly provided in this
Agreement, all such notices shall be deemed to have been given when received.
18. LPL shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement, or
over the Optimum Funds, DMC or LPL, any information, reports or other material
which any such body by reason of this Agreement may request or require pursuant
to applicable laws and regulations.
19. Neither LPL nor any of its officers, employees or agents are
authorized to make any representations concerning DMC or the Optimum Funds
except those contained in the then current prospectus or offering documents or
as may be authorized by DMC.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
LINSCO/PRIVATE LEDGER DELAWARE MANAGEMENT COMPANY,
CORPORATION a series of Delaware Management
Business Trust
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
--------------------------------- --------------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: President/Chief Operating Officer Title: Chief Executive Officer
6
EXHIBIT 1
TO CONSULTING SERVICES AGREEMENT
BETWEEN
LINSCO/PRTVATE LEDGER CORPORATION
AND
DELAWARE MANAGEMENT COMPANY
MONTHLY FUND FACT SHEETS
LPL, at the direction and under the supervision of DMC, will prepare and deliver
to DMC a monthly document regarding each Optimum Fund and each separately
managed portion thereof for distribution, at DMC's discretion, to DMC advisory
personnel and the Board of Trustees The Fact Sheets may also be distributed to
current and potential shareholders and other members of the investing public but
only after DMC performs appropriate reviews and incorporates the documents as
its own work product, including performing any necessary regulatory filing. The
Monthly Fund Fact Sheets shall include end-of-month statistics, and shall, among
other things, set forth the Fund's net assets, median market capitalization,
price/earnings ratio, dividend yield, number of securities, asset mix, sector
allocation, top ten (10) holdings, coupon, maturity and quality of funds,
benchmarks, Modern Portfolio Statistics information and such other information
as may be reasonably requested by DMC. Report templates shall be in the attached
format or in such other format as DMC may reasonably request. The Monthly Fund
Fact Sheets shall be delivered to DMC within ten (10) business days of each
month-end.
EXHIBIT II
TO CONSULTING SERVICES AGREEMENT
BETWEEN
LINSCO/PRIVATE LEDGER CORPORATION
AND
DELAWARE MANAGEMENT COMPANY
QUARTERLY FUND ANALYSIS PACKAGE
LPL, at the direction and under the supervision of DMC, will prepare and deliver
to DMC a quarterly fund analysis package (the "Quarterly Fund Analysis Package")
no later than fifteen (15) business days prior to each of the regularly
scheduled quarterly meetings of the Board of Trustees of the Optimum Funds but
no sooner than ten (10) business days after quarter end The Quarterly Fund
Analysis Package will include:
o One to two-page reports on each Optimum Fund with statistical
analysis and commentary The format and content shall be as set
forth in the attached form of Quarterly Fund Analysis Package
or in such other format and content as DMC may reasonably
request.
o One to two-page reports on each separately managed portion of
each Optimum Fund with statistical analysis and commentary.
The format and content shall be as set forth in the attached
form of Quarterly Fund Analysis Package or in such other
format and content as DMC may reasonably request. These
reports shall include (i) quarterly measurement of sub-advisor
monthly performance with an emphasis on risk adjusted returns,
(ii) quarterly quantitative reporting of sub-advisor
performance versus appropriate benchmarks and (iii) quarterly
qualitative assessment and commentary on sub-advisor
performance and on non-investment-performance issues, such as
personnel changes and corporate events.
o More detailed reports of the type discussed above on funds or
sub-advisors under formal review, including the asset class
under review and funds on the "Watch List" DMC will determine
the criteria from time to time for placing funds on the Watch
List, and the format of LPL's reports on the sub-advisors.
As LPL determines necessary in the preparation of the Quarterly Fund Analysis
Package to ensure the accuracy of the information provided, or upon the
reasonable request of DMC, LPL will perform on-site. visits to sub-advisers.
EXHIBIT III
TO CONSULTING SERVICES AGREEMENT
BETWEEN
LINSCO/PRIVATE LEDGER CORPORATION
AND
DELAWARE MANAGEMENT COMPANY
ONGOING FUND SERVICES
LPL, at the direction and under the supervision of DMC, will provide the
on-going fund services described below (the "On-going Fund Services") to DMC.
SUB-ADVISOR REVIEW, MEETINGS AND EVALUATION
The results of the fund review process described in Exhibit II hereto will be
used as the basis of on-going sub-advisor analysis which will include review
meetings between DMC, LPL and sub-advisors DMC and LPL will hold conference
calls and perform on-site visits as necessary with portfolio managers and the
respective team of analysts for each sub-advisor to obtain a response to the
questions raised by DMC's and LPL's fund analysis ("Due Diligence Calls" and
"Due Diligence Visits").
Due Diligence Calls will be made at least on a quarterly basis for Optimum Funds
on the Watch List.
Due Diligence Visits, among LPL, the portfolio managers, and the respective team
of analysts for each sub-advisor, will be made at least annually (or more often
as DMC or LPL shall determine is necessary or appropriate).
Reports on the Due Diligence Calls and Visits and any other reports to DMC shall
be provided no less frequently than on a quarterly basis and no later than
fifteen (15) business days prior to each of the scheduled quarterly meetings of
the Board of Trustees of the Optimum Funds but no sooner than ten (10) business
days after each quarter end.
The schedule and organization of, and the format of the reports on Due Diligence
Calls and Visits, of these meetings shall be in a form reasonably satisfactory
to DMC.
SUB-ADVISOR SEARCH AND SELECTION
LPL will assist DMC with its responsibility to provide recommendations to the
Board of Trustees of the Optimum Funds and decisions relative to sub-advisor
changes within the existing fund products by providing DMC with potential fund
sub-advisor options for each asset class relevant to an Optimum Fund Any
responsibility for decisions on recommending to the Board of Trustees the
selection or replacement of sub-advisors will remain with DMC After performing
its analysis and evaluations of the data it has gathered, LPL's conclusions on
each asset class shall be presented to DMC no less frequently than on a
quarterly basis and no later than fifteen (15) business days prior to each of
the scheduled quarterly meetings of the Board of Trustees of the Optimum Funds.
A complete analysis will be done no less frequently than annually and shall
coincide with the annual "Section 15(c)" review by the Optimum Funds Board of
Trustees of the investment management and sub-advisory contracts. LPL shall
assist in the preparation and review of materials to be provided to the Board
and shall provide all information that it has gathered in its review of the
sub-advisers that is relevant to the Section 15(c) review process. LPL shall
also assist in the preparation, analysis, and maintenance of appropriate peer
groups for each asset class and Optimum Fund.
The On-going Fund Services reports and conclusions relating to sub-advisor
search and selection shall be in a format reasonably satisfactory to DMC.
DMC AND FUND BOARD PRESENTATIONS
At the request and under the supervision of DMC, LPL will present in person and
aid in the presentation of the results of the work and services described in
Exhibits I, II and III hereto to DMC investment and other personnel and to the
members of the Board of Trustees of the Optimum Funds.
EXHIBIT IV
TO CONSULTING SERVICES AGREEMENT
BETWEEN
LINSCO/PRIVATE LEDGER CORPORATION
AND
DELAWARE MANAGEMENT COMPANY
FEES
The fee for services provided under this agreement is an asset based fee of 25
basis points (0.25%) of the average daily net assets of the Optimum Funds. LPL's
right to receive such Fees and DMC to pay such fees shall commence upon the
public offering and active distribution of shares of the Optimum Funds.
AMENDED EXHIBIT I
TO CONSULTING SERVICES AGREEMENT
BETWEEN
LINSCO/PRTVATE LEDGER CORPORATION
AND
DELAWARE MANAGEMENT COMPANY
FUND INFORMATION AND FACT SHEETS
LPL, at the direction and under the supervision of DMC, will prepare and deliver
to DMC a quarterly document regarding each Optimum Fund and each separately
managed portion thereof for distribution, at DMC's discretion, to DMC advisory
personnel and the Board of Trustees. The Quarterly Fund Fact Sheets may also be
distributed to current and potential shareholders and other members of the
investing public but only after DMC performs appropriate reviews and
incorporates the documents as its own work product, including performing any
necessary regulatory filing. The Quarterly Fund Fact Sheets shall include
end-of-quarter statistics, and shall, among other things, set forth the Fund's
net assets, median market capitalization, price/earnings ratio, dividend yield,
number of securities, asset mix, sector allocation, top ten (10) holdings,
coupon, maturity and quality of funds, benchmarks, Modern Portfolio Statistics
information and such other information as may be reasonably requested by DMC.
Report templates shall be in the attached format or in such other format as DMC
may reasonably request. The Quarterly Fund Fact Sheets shall be delivered to DMC
within ten (10) business days of each quarter-end.
To perform its duties under the Consulting Services Agreement (the "Agreement"),
the parties understand that it will often be necessary for LPL to receive from
the Funds confidential non-public information about the Funds prior to such
information being publicly disseminated ("Fund Confidential Information"), such
as (but not necessarily limited to) portfolio holdings information, dividend or
capital gains information, or securities on loan, etc.. The parties agree that
LPL shall treat the Fund Confidential Information as Confidential Information
under Section 10 of the Agreement.
LINSCO/PRIVATE LEDGER DELAWARE MANAGEMENT COMPANY,
CORPORATION a series of Delaware Management Business Trust
By: By: /s/ [ILLEGIBLE]
------------------------- ------------------------------
Name: Name:
Title: Title:
January 13, 2004
AMENDED EXHIBIT I
TO CONSULTING SERVICES AGREEMENT
BETWEEN
LINSCO/PRIVATE LEDGER CORPORATION
AND
DELAWARE MANAGEMENT COMPANY
FUND INFORMATION AND FACT SHEETS
LPL, at the direction and under the supervision of DMC, will prepare and deliver
to DMC a quarterly document regarding each Optimum Fund and each separately
managed portion thereof for distribution, at DMC's discretion, to DMC advisory
personnel and the Board of Trustees. The Quarterly Fund Fact Sheets may also be
distributed to current and potential shareholders and other members of the
investing public but only after DMC performs appropriate reviews and
incorporates the documents as its own work product, including performing any
necessary regulatory filing. The Quarterly Fund Fact Sheets shall include
end-of-quarter statistics, and shall, among other things, set forth the Fund's
net assets, median market capitalization, price/earnings ratio, dividend yield,
number of securities, asset mix, sector allocation, top ten (10) holdings,
coupon, maturity and quality of funds, benchmarks, Modern Portfolio Statistics
information and such other information as may be reasonably requested by DMC
Report templates shall be in the attached format or in such other format as DMC
may reasonably request. The Quarterly Fund Fact Sheets shall be delivered to DMC
within ten (10) business days of each quarter-end.
To perform its duties under the Consulting Services Agreement (the "Agreement"),
the parties understand that it will often be necessary for LPL to receive from
the Funds confidential non-public information about the Funds prior to such
information being publicly disseminated ("Fund Confidential Information"), such
as (but not necessarily limited to) portfolio holdings information, dividend or
capital gains information, or securities on loan, etc.. The parties agree that
LPL shall treat the Fund Confidential Information as Confidential Information
under Section 10 of the Agreement.
LINSCO/PRIVATE LEDGER DELAWARE MANAGEMENT COMPANY,
CORPORATION a series of Delaware Management
Business Trust
By: /s/ Xxxxxxxxx X. Xxxxx By:
--------------------------- -------------------------------
Name: XXXXXXXXX X. XXXXX Name:
Title: MANAGING DIRECTOR Title:
GENERAL COUNSEL
January 13, 2004
