Exhibit 24(B)(5)(D)
DELAWARE POOLED TRUST, INC.
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, INC., A
DELAWARE corporation ("Investment Manager"), and LINCOLN INVESTMENT MANAGEMENT,
INC., AN ILLINOIS corporation ("Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE POOLED TRUST, INC., A MARYLAND corporation ("Fund"), on
behalf of The Real Estate Investment Trust Portfolio ("Portfolio"), has been
organized and operates as an investment company registered under the Investment
Company Act of 1940 and engages in the business of investing and reinvesting its
assets in securities, and
WHEREAS, the Investment Manager and the Fund have entered into an agreement
of even date herewith ("Investment Management Agreement") whereby the Investment
Manager will provide investment advisory services to the Fund on behalf of the
Portfolio; and
WHEREAS, the Investment Management Agreement permits the Investment Manager
to hire one or more sub-advisers to assist the Investment Manager in providing
investment advisory services to the Fund on behalf of the Portfolio; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
Investment Advisers under the Investment Advisers Act of 1940 and engage in the
business of providing investment management services.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Investment Manager hereby employs the Sub-Adviser 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 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
furnish the Board of Directors of the Fund with such information and reports
regarding its activities as the Investment Manager deems appropriate or as the
Directors of the Fund may reasonably request.
2. Under the terms of the Investment Management Agreement, the Fund shall
conduct its own business and affairs and shall bear the expenses and salaries
necessary and incidental thereto including, but not in limitation of the
foregoing, the costs incurred
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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. Directors, officers and employees of the Sub-
Adviser who are Directors, officers and/or employees of the Fund shall not
receive any compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in the
performance of this Agreement, the Fund, the Investment Manager and the Sub-
Adviser may share facilities common to each, with appropriate proration of
expenses between and among them.
3. As compensation for the services to be rendered to the Fund by the Sub-
Adviser under the provisions of this Agreement, the Investment Manager shall pay
to the Sub-Adviser a monthly fee equal to 30% of the fee paid to the Investment
Manager under the terms of the Investment Management Agreement.
If this Agreement is terminated prior to the end of any calendar month, the
Sub-
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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.
4. The services to be rendered by the Sub-Adviser to 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 impaired thereby.
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
Fund 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-Adivser.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
a reckless disregard of the performance of duties of the Sub-Adviser to the
Fund, the Sub-Adviser shall not be subject to liabilities to the Fund or to any
shareholder of the Fund for any action or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
7. 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
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of the Portfolio. It shall continue in effect for a period of two years and may
be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Portfolio and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. No amendment to this Agreement shall be effective unless the terms
thereof have been approved by the vote of a majority of the outstanding voting
securities of the Portfolio and by the vote of a majority of Directors of the
Fund who are not parties to the Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. Notwithstanding the foregoing, this Agreement may be terminated by the
Investment Manager or the Fund at any time, without the payment of a penalty, on
sixty days' written notice to the Sub-Adviser, of the Investment Manager's or
the Fund's intention to do so, in the case of the Fund pursuant to action by the
Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Portfolio. The Sub-Adviser may terminate
this Agreement at any time, without the payment of a penalty on sixty days'
written notice to the Investment Manager and Fund of its intention to do so.
Upon termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for any
obligation to respond for a breach of this Agreement committed prior to such
termination, and except for the obligation of the
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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.
8. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
9. 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.
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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 ___________, 1995.
DELAWARE MANAGEMENT COMPANY, INC.
By:________________________________
Attest:____________________________
LINCOLN INVESTMENT MANAGEMENT, INC.
By:________________________________
Attest:____________________________
Agreed to and accepted as of the
day and year first above written:
DELAWARE POOLED TRUST, INC.
on behalf of The Real Estate Investment
Trust Portfolio
By:__________________________________________
Attest:______________________________________
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