EXHIBIT (h)(1)
DELAWARE POOLED TRUST
TWELFTH AMENDED AND RESTATED SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 5th day of September, 2000 by and
between DELAWARE POOLED TRUST (the "Fund"), a Delaware business trust, for THE
MID-CAP GROWTH EQUITY PORTFOLIO, THE LARGE-CAP VALUE EQUITY PORTFOLIO, THE
EMERGING MARKETS PORTFOLIO, THE INTERMEDIATE FIXED INCOME PORTFOLIO, THE GLOBAL
FIXED INCOME PORTFOLIO, THE HIGH-YIELD BOND PORTFOLIO, THE INTERNATIONAL EQUITY
PORTFOLIO, THE INTERNATIONAL FIXED INCOME PORTFOLIO, THE LABOR SELECT
INTERNATIONAL EQUITY PORTFOLIO, THE REAL ESTATE INVESTMENT TRUST PORTFOLIO, THE
REAL ESTATE INVESTMENT TRUST PORTFOLIO II, THE GLOBAL EQUITY PORTFOLIO, THE
AGGREGATE FIXED INCOME PORTFOLIO, THE DIVERSIFIED CORE FIXED INCOME PORTFOLIO,
THE SMALL-CAP GROWTH EQUITY PORTFOLIO, THE CORE EQUITY PORTFOLIO, THE SMALL-CAP
VALUE EQUITY PORTFOLIO, THE BALANCED PORTFOLIO, THE EQUITY INCOME PORTFOLIO, THE
SELECT EQUITY PORTFOLIO, THE INTERNATIONAL SMALL-CAP PORTFOLIO, THE
INTERNATIONAL LARGE-CAP EQUITY PORTFOLIO, THE ALL-CAP GROWTH EQUITY PORTFOLIO
and THE LARGE-CAP GROWTH EQUITY PORTFOLIO (individually, a "Portfolio" and
collectively, "Portfolios"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Fund on
behalf of the Portfolios and Delaware Management Company, a series of Delaware
Management Business Trust, and Delaware International Advisers Ltd. provide that
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 shares of
beneficial interest, including issuance, redemption 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;
WHEREAS, the Fund and DSC desire to have a written agreement concerning
the performance of the foregoing services and providing compensation therefor;
WHEREAS, the Fund and DSC previously consolidated and restated the
separate Shareholder Services Agreements dated November 12, 1991 for The
Large-Cap Value Equity Portfolio (formerly The Defensive Equity Portfolio), The
Mid-Cap Growth Equity Portfolio (formerly The Aggressive Growth Portfolio), The
International Equity Portfolio, The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio) and The Limited-Term Maturity Portfolio
into a combined agreement including The Global Fixed Income Portfolio; such
Amended and Restated Shareholder Services Agreement was dated November 2, 1992
("1992 Agreement");
WHEREAS, the Fund and DCS amended the 1992 Agreement February 28, 1994
to include The International Fixed Income Portfolio ("Second Amended and
Restated Agreement");
WHEREAS, the Fund and DSC amended the Second Amended and Restated
Agreement to include The Mid-Cap Value Equity Portfolio (formerly, The
Small/Mid-Cap Value Equity Portfolio, which was formerly The Defensive Equity
Small/Mid-Cap Portfolio), The Defensive Equity Utility Portfolio, The High-Yield
Bond Portfolio, The Labor Select International Equity Portfolio and The Real
Estate Investment Trust Portfolio ("Third Amended and Restated Agreement");
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WHEREAS, the Fund and DSC amended the Third Amended and Restated
Agreement on April 14, 1997 to include The Emerging Markets Portfolio ("Fourth
Amended and Restated Agreement");
WHEREAS, the Fund and DSC amended the Fourth Amended and Restated
Agreement on October 14, 1997 to modify the compensation schedule as it applies
to The Real Estate Investment Trust Portfolio, to reflect the restructuring of
that Portfolio to add retail classes of shares, to add The Real Estate
Investment Trust Portfolio II and The Global Equity Portfolio and to reflect the
deletion of The Defensive Equity Utility Portfolio, shares of which were
deregistered by action of the Fund's Board ("Fifth Amended and Restated
Agreement");
WHEREAS, the Fund and DSC amended the Fifth Amended and Restated
Agreement on December 24, 1997 to add The Diversified Core Fixed Income
Portfolio and The Aggregate Fixed Income Portfolio ("Sixth Amended and Restated
Agreement");
WHEREAS, the Fund and DSC amended the Sixth Amended and Restated
Agreement on August 31, 1998 to add The Small-Cap Growth Equity Portfolio and
The Core Equity Portfolio (formerly The Growth and Income Portfolio) ("Seventh
Amended and Restated Agreement");
WHEREAS, the Fund and DSC amended the Seventh Amended and Restated
Agreement on March 1, 1999 to add The Small-Cap Value Equity Portfolio and to
reflect the deletion of The Limited-Term Maturity Portfolio, shares of which
were deregistered by action of the Fund's Board ("Eighth Amended and Restated
Agreement");
WHEREAS, the Fund and DSC amended the Eighth Amended and Restated
Agreement on June 29, 1999 to add The Balanced Portfolio, The Equity Income
Portfolio, The Select Equity Portfolio and The International Small-Cap Portfolio
("Ninth Amended and Restated Agreement");
WHEREAS, the Fund and DSC amended the Ninth Amended and Restated
Agreement on November 15, 1999 to add The International Large-Cap Equity
Portfolio ("Tenth Amended and Restated Agreement"); and
WHEREAS, the Fund and DSC amended the Tenth Amended and Restated
Agreement on February 28, 2000 to add The All-Cap Growth Equity Portfolio
("Eleventh Amended and Restated Agreement"); and
WHEREAS, the Fund and DSC wish to amend the Eleventh Amended and
Restated Agreement on September 5, 2000 to add The Large-Cap Growth Equity
Portfolio ("Twelfth Amended and Restated Agreement").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for the
Portfolios to provide as agent for the Fund services as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such
appointment and agrees to provide the Fund, as its agent, the services described
herein.
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1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available to DSC
(or has given DSC an opportunity to examine) copies of, and DSC represents that
it has received from the Fund (or is otherwise familiar with), the following
documents:
(a) The Declaration of Trust or other documents evidencing the
Fund's form of organization and any current amendments or supplements thereto;
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the Board of
Trustees of the Fund establishing or affecting the rights, privileges or other
status of each class or series of shares of the Fund, including those relating
to the Portfolios or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of Trustees
of the Fund appointing DSC as Shareholder Services Agent for the Portfolios and
authorizing the execution of this Agreement;
(e) The forms of share certificates of the Portfolios in the
forms approved by the Board of Trustees of the Fund;
(f) A copy of the Fund's currently effective Prospectuses and
Statement of Additional Information under the Securities Act of 1933, if
effective;
(g) Copies of all account application forms and other
documents relating to shareholder accounts in the Portfolios;
(h) Copies of documents relating to Plans of the Fund for the
purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Portfolios issued or proposed to
be issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;
(j) A certified copy of any resolution of the Board of
Trustees of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents altering,
adding, qualifying or repealing any document or authority called for under this
Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may be
required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified copy of
any resolution of the shareholders or the Board of Trustees of the Fund
providing for a dividend, capital gains distribution, distribution of capital,
share dividend, share split or other similar action affecting the authorization
or issuance of shares of the Fund or the payment of dividends.
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2.4 In the case of any recapitalization or other capital adjustment
requiring a change in the form of share certificates or the books recording the
same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or effecting
such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the validity of
such action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is, or will be, a properly registered investment
company under the Investment Company Act of 1940 and any and all Portfolio
shares which it issues will be properly registered and lawfully issued under
applicable federal and state laws.
(b) The provisions of this contract do not violate the terms
of any instrument by which the Fund is bound; nor do they violate any law or
regulation of any body having jurisdiction over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer agent
under the Securities and Exchange Act of 1934 and is duly authorized to serve,
and may lawfully serve as such.
(b) The provisions of this contract do not violate the terms
of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. SHARE CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the Fund's
expense, a sufficient supply of blank share certificates for the Portfolios, and
from time to time will replenish such supply upon the request of DSC. The Fund
agrees to indemnify and exonerate, save and hold DSC harmless, from and against
any and all claims or demands that may be asserted against DSC concerning the
genuineness of any share certificate supplied to DSC pursuant to this Section.
3.2 DSC shall safeguard, and shall account to the Fund, upon its demand
for, all such share certificates: (a) as issued, showing to whom issued, or (b)
as unissued, establishing the safekeeping, cancellation or destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any change in the
officers authorized to sign share certificates or in the form thereof. If an
officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto promptly
provide to DSC any approval, adoption or ratification as may be required by DSC.
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IV. TRANSFER AGENT
4.1 As Transfer Agent for the Fund, DSC shall issue, redeem and
transfer shares of the Portfolios, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine the
total shares to be issued and issue such shares by crediting shares to accounts
created and maintained in the registration forms provided; as applicable,
prepare, issue and deliver share certificates.
(b) Upon proper transfer authorization, transfer shares by
debiting transferor-shareholder accounts and crediting such shares to accounts
created and/or maintained for transferee-shareholders; if applicable, issue
and/or cancel share certificates.
(c) Upon proper redemption authorization, determine the total
shares redeemed and to be redeemed; determine the total redemption payments made
and to be made; redeem shares by debiting shareholder accounts; as applicable
receive and cancel share certificates for shares redeemed; and remit or cause to
be remitted the redemption proceeds to shareholders.
(d) Create and maintain accounts; reconcile and control cash
due and paid, shares issued and to be issued, cash remitted and to be remitted
and shares debited and credited to accounts; provide such notices, instructions
or authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem Portfolio
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Portfolio shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Portfolios, DSC shall disburse
and cause to be disbursed to shareholders of each Portfolio's dividends, capital
gains distributions or any payments from other sources as directed by the Fund.
In connection therewith, but not in the limitation thereof, DSC shall:
(a) Calculate the total disbursement due and payable and the
disbursement to each shareholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each shareholder, as
aforesaid, to be disbursed in cash; prepare and mail checks therefor.
(c) Calculate the total disbursement for each shareholder of
each Portfolio, as aforesaid, for which Portfolio shares are to be issued and
authorized and instruct the issuance of Portfolio shares therefor in accordance
with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.
5.2 DSC shall not be required to make any disbursement upon the receipt
of DSC from the Fund, or from any federal or state agency or authority, written
notice that such disbursement shall not be made.
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VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Portfolios, DSC shall
provide those services ancillary to, but in implementation of, the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in limitation
thereof, DSC shall:
(a) Except where instructed in writing by the Fund not to do
so, and where in compliance with applicable law, accept orders on behalf of the
Fund; receive and process investments and applications; remit to the Fund or its
custodian payments for shares acquired and to be issued; and direct the issuance
of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
shareholders and their agents.
(c) As instructed by the Fund, prepare and mail shareholder
account information, mail Portfolio shareholder reports and Portfolio
prospectuses.
(d) Prepare and mail proxies and material for Fund shareholder
meetings, receive and process proxies from shareholders, and deliver such
proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investors and shareholders of each Portfolio, including retirement plans,
including activities not otherwise provided in Section I through V of this
Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Portfolio shareholders and their
shareholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or shareholders.
7.3 DSC may request or receive instructions from the Fund and may, at
the Fund's expense, consult with counsel for the Fund or its own counsel with
respect to any matter arising in connection with the performance of its duties
hereunder, and shall not be liable for any action taken or omitted by it in good
faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for errors and
omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to provide
services to DSC in its performance of this Agreement.
7.6 Personnel and facilities of DSC used to perform services hereunder
may be used to perform similar services to other funds in the Delaware
Investments family and to others, and may be used to perform other services for
the Fund, the other funds in the Delaware Investments family and others.
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7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the rules
and regulations thereunder. Further, the parties intend that the processes,
procedures, safeguards and controls employed should be those generally applied
and accepted for the type services provided hereunder by other institutions
providing the same or similar services, and, those which should provide
efficient, safe and economical services so as to promote promptness and accuracy
and to maintain the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common ownership
and close management ties with the Fund's investment advisor and the Fund's
distributor and serves the other funds in the Delaware Investments family (DSC
having been originally established to provide the services hereunder for the
funds in the Delaware Investments family), advantages and benefits to the Fund
in the employment of DSC hereunder can be available which may not generally be
available to it from others providing similar services.
8.2 The Fund and DSC further acknowledge that the compensation by the
Fund to DSC is intended to induce DSC to provide services under this Agreement
of a nature and quality which the Board of Trustees of the Fund, including a
majority who are not parties to this Agreement or interested person of the
parties hereto, has determined after due consideration to be necessary for the
conduct of the business of the Fund, in the best interests of the Fund, the
Portfolios and their shareholders.
8.3 Compensation by the Fund to DSC hereunder shall be determined in
accordance with Schedule A hereto as it shall be amended from time to time as
provided for herein and which is incorporated herein as a part hereof.
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of Trustees
of the Fund at least annually and may be reviewed and approved more frequently
at the request of either party. The Board may request, and DSC shall provide,
such information as the Board may reasonably require to evaluate the basis of
and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for, and in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigation or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the date
first written above if approved by a vote of the Board of Trustees of the Fund,
including an affirmative vote of a majority of the non-interested members of the
Board, cast in person at a meeting called for the purpose of voting on such
approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days' notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Trustees of
the Fund, including an affirmative vote of the majority of the non-interested
members of the Board cast in person at a meeting called for the purpose of
voting on such approval.
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10.2 This Agreement may not be assigned without the approval
of the Fund.
10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
DELAWARE POOLED TRUST for
THE MID-CAP GROWTH EQUITY PORTFOLIO
THE LARGE-CAP VALUE EQUITY PORTFOLIO
THE EMERGING MARKETS PORTFOLIO
THE INTERMEDIATE FIXED INCOME PORTFOLIO
THE GLOBAL FIXED INCOME PORTFOLIO
THE HIGH-YIELD BOND PORTFOLIO
THE INTERNATIONAL EQUITY PORTFOLIO
THE INTERNATIONAL FIXED INCOME PORTFOLIO
THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO II
THE GLOBAL EQUITY PORTFOLIO
THE AGGREGATE FIXED INCOME PORTFOLIO
THE DIVERSIFIED CORE FIXED INCOME PORTFOLIO
THE SMALL-CAP GROWTH EQUITY PORTFOLIO
THE CORE EQUITY PORTFOLIO
THE SMALL-CAP VALUE EQUITY PORTFOLIO
THE BALANCED PORTFOLIO
THE EQUITY INCOME PORTFOLIO
THE SELECT EQUITY PORTFOLIO
THE INTERNATIONAL SMALL-CAP PORTFOLIO
THE INTERNATIONAL LARGE-CAP EQUITY PORTFOLIO
THE ALL-CAP GROWTH EQUITY PORTFOLIO
THE LARGE-CAP GROWTH EQUITY PORTFOLIO
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
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SCHEDULE A
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
DELAWARE INVESTMENTS FAMILY OF FUNDS
EFFECTIVE AS OF SEPTEMBER 5, 2000
1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund,
at least annually, the compensation for services to be provided to the Fund
for DSC's forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be charged
per account and/or transaction, as may be applicable, for services provided.
DSC will xxxx, and the Fund will pay, such compensation monthly.
3. Except as otherwise provided in paragraphs 4 and 5 below, the charge consists
of two charges for all the Funds in the Delaware Investments Family, an
annual charge and a per transaction charge for each account on the transfer
agent's records and each account on an automated retirement processing
system. These charges are as follows:
A. ANNUAL CHARGE
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Daily Dividend Funds $11.00 Per Annum
Other Funds $5.50 Per Annum
Xxxxxxx Xxxxx - Omnibus Accounts
Regular Accounts $16.00 Per Annum
Accounts with a Contingent
Deferred Sales Charge $19.00 Per Annum
Networked Accounts $3.00 - $6.00 Per Annum
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SCHEDULE A
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SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
DELAWARE INVESTMENTS FAMILY OF FUNDS
CONTINUED
B. TRANSACTION CHARGE
------------------
Transaction Charge
1. Dividend Payment $0.25
2. New Account $6.00
3. Purchase:
a. Wire $8.00
b. Automated $1.50
c. Other $2.60
4. Transfer $8.00
5. Certificate Issuance $4.00
6. Liquidations
a. Wires $12.25
b. Drafts $0.75
c. Money Market Regular $4.50
d. Other Regular $4.50
7. Exchanges
a. Dividend Exchanges $3.00
b. Other $10.00
4. DSC's compensation for providing services to the Series of Delaware Group
Premium Fund (the "Premium Fund") will be 0.01% of average daily net assets
per Series annually. DSC will xxxx, and the Premium Fund will pay, such
compensation monthly.
5. DSC's compensation for providing services to the Portfolios of Delaware
Pooled Trust (the "Trust") (other than The Real Estate Investment Trust
Portfolio) will be 0.01% of average daily net assets per Portfolio annually.
DSC will xxxx, and the Trust will pay, such compensation monthly.
Notwithstanding anything in this paragraph to the contrary, DSC's
compensation for The Real Estate Investment Trust Portfolio will be as set
forth in paragraphs 1-3 above.
AGREED AND ACCEPTED:
DELAWARE SERVICE COMPANY, INC. Delaware Pooled Trust for
The Aggregate Fixed Income Portfolio
The All-Cap Growth Equity Portfolio
The Balanced Portfolio
By: /s/Xxxxxxx X. Xxxxxxxx The Core Equity Portfolio
Name: Xxxxxxx X. Xxxxxxxx The Diversified Core Fixed Income
Title: Senior Vice President Portfolio
The Emerging Markets Portfolio
The Equity Income Portfolio
The Global Equity Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio
The Intermediate Fixed Income Portfolio
The International Equity Portfolio
The International Fixed Income Portfolio
The International Large-Cap Equity
Portfolio
The International Small-Cap Portfolio
The Labor Select International Equity
Portfolio
The Large-Cap Value Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Mid-Cap Growth Equity Portfolio
The Real Estate Investment Trust
Portfolio
The Real Estate Investment Trust
Portfolio II
The Select Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Small-Cap Value Equity Portfolio
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
