FORM OF SUB-ADVISORY AGREEMENT
EX-99.d.2
FORM
OF
AGREEMENT
made by and between DELAWARE
MANAGEMENT COMPANY, a series of DELAWARE MANAGEMENT BUSINESS TRUST (the
“Investment Manager”) and MACQUARIE CAPITAL INVESTMENT
MANAGEMENT LLC (the “Sub-Adviser”).
WITNESSETH:
WHEREAS,
DELAWARE
GROUP GLOBAL & INTERNATIONAL FUNDS (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,
DELAWARE MACQUARIE GLOBAL
INFRASTRUCTURE FUND (the “Fund”) is a 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 each Fund listed on Schedule A attached hereto 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 the same may be hereafter modified, amended and/or supplemented
from time to time (hereinafter referred to as the “Prospectus and SAI”), 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
and directed, in its discretion and without prior consultation with the Fund or
the Investment Manager to:
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(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;
(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 federal
and state laws and regulations and Trust policies and procedures;
(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
Prospectus and SAI, and 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 delegate in the determination of the fair value of certain
portfolio securities 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 in which Fund assets may be invested,
provided materials relating to such Corporate Actions have been forwarded to the
Sub-Adviser in a timely fashion by the Fund's custodian or otherwise known to
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 delegate in conducting ongoing due
diligence and performance monitoring; and
(vii) except
as the Investment Manager and the Sub-Adviser may agree in writing from time to
time, 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. 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. In no instance will any portfolio
securities of the Fund be purchased from, or sold to, the Investment Manager,
the Sub-Adviser, the Trust’s principal underwriter, or any affiliated persons of
the Trust, the Investment Manager, the Sub-Adviser or the Trust’s principal
underwriter, acting as principal in the transaction, except to the extent
permitted by the Securities and Exchange Commission (the “SEC”) and the 1940
Act, including Rule 17a-7 thereunder. The Sub-Adviser acknowledges
that the Investment Manager and the Trust may rely on Rule 17a-7, Rule 17a-10,
Rule 10f-3, Rule 12d3-1 and Rule 17e-1 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) the Trust’s Agreement
and Declaration of Trust, as the same may be hereafter modified, amended, and/or
supplemented from time to time; (ii) the Trust’s By-Laws, as the same may be
hereafter modified, amended, and/or supplemented from time to time; (iii) the
Fund’s Prospectus and SAI; (iv) the 1940 Act and the Advisers Act and the rules
under each and all other federal and state securities laws or regulations
applicable to the Trust and the Fund; (v) the Trust’s compliance policies and
procedures adopted from time to time by the Board for compliance by the Trust
with the Federal Securities Laws (as that term is defined in Rule 38a-1(e)(1)
under the 0000 Xxx) (together, the “Trust Compliance Procedures”) and any other
Trust policies and procedures adopted from time to time by the Board; and (vi)
the written instructions of the Investment Manager. The Investment
Manager agrees to provide the Sub-Adviser with current copies of the Trust’s and
the Fund’s documents mentioned above and all changes made to such
documents.
(e) In
order to assist the Trust and the Trust’s chief compliance officer (the “Trust
CCO”) and the Investment Manager and the Investment Manager’s Chief Compliance
Officer (the “IM CCO”) in satisfying the requirements contained in Rule 38a-1
under the 1940 Act and Rule 206(4)-7 under the Adviser Act, respectively, the
Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct
access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) and
its officers and employees, as reasonably requested by the Trust CCO and/or IM
CCO; (ii) quarterly reports confirming that the Sub-Adviser has complied with
the Trust Compliance Procedures in managing the Managed Portion; and (iii)
quarterly certifications with respect to Material Compliance Matters (as that
term is defined in Rule 38a-1(e)(2) under the 0000 Xxx) related to the
Sub-Adviser’s management of the Managed Portion.
The
Sub-Adviser shall promptly provide the Trust CCO and IM CCO with
copies and summaries of: (i) the Sub-Adviser’s policies and
procedures for compliance by the Sub-Adviser with the Federal Securities Laws
and to prevent violation of the Advisers Act (together, the “Sub-Adviser
Compliance Procedures”); and (ii) any material changes to the Sub-Adviser
Compliance Procedures. The Sub-Adviser shall cooperate fully with the
Trust CCO and IM CCO so as to facilitate the Trust CCO’s and IM CCO’s
performance of their respective responsibilities under Rule 38a-1 and Rule
206(4)-7, including to review, evaluate and report to the Board on the operation
of the Sub-Adviser Compliance Procedures, and shall promptly report to the Trust
CCO and IM CCO any Material Compliance Matter arising under the
Sub-Adviser Compliance Procedures involving the Managed Portion. The
Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested
from time to time, access to examine and review the Sub-Adviser’s Compliance
Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser
shall provide to the Trust CCO and IM CCO: (i) quarterly reports
confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance
Procedures in managing the Managed Portion; and (ii) certifications that there
were no Material Compliance Matters involving the Sub-Adviser that arose under
the Sub-Adviser Compliance Procedures that affected the Managed
Portion. At least annually, the Sub-Adviser shall provide a
certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has
in place and has implemented policies and procedures that are reasonably
designed to ensure compliance by the
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Sub-Adviser
with the Federal Securities Laws, including the conduct and results of our
annual review for adequacy and effectiveness.
(f) The
Sub-Adviser shall assist the Fund in the preparation of the Trust’s registration
statement, the Prospectus and SAI, shareholder reports and other regulatory
filings, or any amendment or supplement thereto (collectively, “Regulatory
Filings”), and shall provide the Fund with disclosure for use in the Fund’s
Regulatory Filings, including, without limitation, disclosure related to the
Sub-Adviser’s investment management personnel, portfolio manager compensation,
investment management strategies and techniques, and proxy voting
policies. The Sub-Adviser shall provide such certifications regarding
the Fund as the Trust’s officers may reasonably request for purposes of the
preparation of any Regulatory Filings.
(g) 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 in any way, or
in any way be deemed an agent of the Trust.
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; 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.
(c) In
the conduct of the respective business of the parties hereto and in the
performance of this Agreement, the Trust, the Investment Manager, and the
Sub-Adviser may share facilities common to each, which may include legal and
accounting personnel, with appropriate proration of expenses between and among
them.
3. (a) The
Sub-Adviser will select brokers and dealers to effect all Fund transactions
subject to the conditions set forth herein. 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 (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, 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
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brokerage
or 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 or research services provided viewed in terms of that particular
transaction or the Sub-Adviser’s overall responsibilities to the Fund or its
other advisory 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. Subject to seeking best execution
and compliance with applicable federal and state securities laws and
regulations, the Board or the Investment Manager may direct the Sub-Adviser to
effect transactions in Fund securities through broker-dealers in a manner that
will help generate resources to pay the cost of certain expenses that the Trust
is required to pay or for which the Trust is required to arrange
payment.
(c) 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.
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 Schedule 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 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), xxxx, derivative and/or logo (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 distributed to
third parties, including the Fund’s shareholders, without prior review and
written approval by 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), xxxx, derivative and/or logo.
(c) The
Sub-Adviser shall not use the Investment Manager’s name (or that of any
affiliate of the Investment Manager) or otherwise refer to the Investment
Manager in any materials 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), xxxx, derivative and/or logo of the Investment Manager, the Trust and
the Fund.
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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, the Sub-Adviser shall not 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 Sub-Adviser, whether public or private.
(b) The
Investment Manager shall indemnify the Sub-Adviser and its affiliates and its or
their controlling persons, officers, directors, employees, agents, legal
representatives and persons controlled by it (which shall not include the Trust
or the Fund) (collectively, “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.
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
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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 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 by the Investment Manager or the Trust at any time,
without the payment of a penalty, on written notice to the Sub-Adviser of the
Investment Manager’s or the Trust’s intention to do so, in the case of the Trust
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 sixty
(60) 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 to respond for 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. This
Agreement shall automatically terminate upon the termination of the Investment
Management Agreement.
9. Any
information and advice furnished by any party to this Agreement to the other
party or parties, including material non-public information with respect to the
Fund (which includes the portfolio holdings of the Fund), shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or
regulation. Notwithstanding the foregoing, information shall not be
subject to such confidentiality obligations if it:
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(i)
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is
already known to the receiving party at the time it is
obtained;
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(ii)
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is
or becomes publicly known or available through no wrongful act of the
receiving party;
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(iii)
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is
rightfully received from a third party who, to the best of the receiving
party's knowledge, is not under a duty of
confidentiality;
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(iv)
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is
released by the protected party to a third party without
restriction;
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(v)
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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 will provide the other party written notice
of such requirement, to the extent such notice is
permitted);
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(vi)
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is
relevant to the defense of any claim or cause of action asserted against
the receiving party; or
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(vii)
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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.
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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.
(b) The
Sub-Adviser has adopted policies and procedures and a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1
under the Advisers Act, and will provide the Investment Manager and the Board
with copies of such policies and procedures and code of ethics, together with
evidence of its adoption. In accordance with the requirements of Rule
17j-1, 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-1 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-1(c)(1) 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.
(c) The
Sub-Adviser has provided the Trust and 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 Trust and
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 assignment
of this Agreement 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 Sub-Adviser
agrees to bear all reasonable expenses of the Fund, if any, arising out of an
assignment or change in control of the Sub-Adviser. In the event that
there is a proposed change in control of the Sub-Adviser that would act to
terminate this Agreement, and if a vote of shareholders to approve continuation
of this Agreement is at that time deemed by counsel to the Trust to be required
by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to
assume all reasonable costs associated with soliciting shareholders of the Fund
to approve continuation of this Agreement. Such
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expenses
include the costs of preparation and mailing of a proxy statement, and of
soliciting proxies. In the event that such proposed change in control
of the Sub-Adviser shall occur following either: (i) receipt by the
Investment Manager and the Trust of an exemptive order issued by the SEC with
respect to the appointment of sub-advisers absent shareholder approval, or (ii)
the adoption of proposed Rule 15a-5 under the 1940 Act, the Sub-Adviser agrees
to assume all reasonable costs and expenses (including the costs of mailing)
associated with the preparation of a statement, required by the exemptive order
or Rule 15a-5, containing all information that would be included in a proxy
statement (an “Information Statement”). In addition, if the
Sub-Adviser shall resign, the Sub-Adviser agrees to assume all reasonable costs
and expenses (including the costs of mailing) associated with the preparation of
a proxy statement and soliciting materials or an Information Statement, as
applicable.
(e) The
Sub-Adviser agrees to maintain an appropriate level of errors and omissions or
professional liability insurance coverage.
(f) The
Sub-Adviser has implemented policies and procedures that will prevent the
disclosure by the Sub-Adviser, its employees or agents of the Fund’s portfolio
holdings to any person or entity other than the Investment Manager, the Trust’s
custodian, or other persons expressly designated by the Investment
Manager.
11. This
Agreement shall extend to and bind the successors of the parties
hereto.
12. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
13. All
written notices, requests or other communications to any party hereunder shall
be given to the following addresses and telecopy numbers, or such other address
and telecopy number communicated to the other parties from time to
time:
If to the
Sub-Adviser:
[
]
If to the
Fund: Xxxxxxx
X. Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000;
with a copy to General Counsel at same
address
If to the Investment
Manager:
Xxxxx X. X’Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000;
with a copy to General Counsel at same
address
14. 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.
9
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be signed by their duly authorized
officers and duly attested as of the _____ day of __________, 2009.
|
MACQUARIE
CAPITAL INVESTMENT
|
DELAWARE
MANAGEMENT COMPANY,
|
MANAGEMENT
LLC
a series of DELAWARE MANAGEMENT
BUSINESS TRUST
By:
By:
Name: Name:
Title: Title:
Attest: Attest:
Agreed to
and accepted as of the day and year first above written:
DELAWARE
GROUP GLOBAL & INTERNATIONAL FUNDS
on
behalf of Delaware Macquarie Global Infrastructure fund
By:
Attest:
