0001145443-24-000036 Sample Contracts

SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 27th, 2024 • Delaware Pooled Trust

SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT made by and between DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (the “Investment Manager”), and Macquarie Investment management austria kapitalanlage ag (the “Sub-Adviser”).

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AMENDMENT NO. 3 TO AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
Accounting and Financial Administration Oversight Agreement • February 27th, 2024 • Delaware Pooled Trust

This Amendment (“Amendment”) is made as of the 16th day of November, 2023, but is effective as of, and retroactive to, October 1, 2023, by and between each fund in Delaware Funds by Macquarie (formerly Delaware Investments Family of Funds) listed on Schedule A (each, a “Fund” and collectively, the “Funds”) having their principal place of business at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354 and Delaware Investments Fund Services Company (“DIFSC”), a Delaware statutory trust having its principal place of business at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354.

AMENDMENT NO. 3 TO SCHEDULE 1 OF THE SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 27th, 2024 • Delaware Pooled Trust

THIS AMENDMENT NO. 3 (“Amendment”) dated 5 August 2022, 2022 to SCHEDULE 1 to the Sub-Advisory Agreement (the “Agreement”) between DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust (the “Investment Manager”), and MACQUARIE INVESTMENT MANAGEMENT GLOBAL LIMITED (the “Sub-Adviser”) effective May 30, 2019, amends the list of Trusts and Funds for which the Sub-Adviser provides investment sub-advisory services pursuant to the Agreement.

AMENDMENT NO. 1 TO EXHIBIT A OF THE SUB-ADVISORY AGREEMENT
Delaware Pooled Trust • February 27th, 2024

THIS AMENDMENT NO. 1 dated December 21, 2021 to EXHIBIT A to the Second Amended and Restated Sub-Advisory Agreement dated January 2, 2021 (the “Agreement”) between DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust (the “Investment Manager”), and MACQUARIE INVESTMENT MANAGEMENT AUSTRIA kapitalanlage ag (the “Sub-Adviser”), lists the Funds for which the Sub-Adviser provides investment sub-advisory services pursuant to the Agreement.

Delaware Management Company 100 Independence, 610 Market Street Philadelphia, PA 19106-2354
Delaware Pooled Trust • February 27th, 2024

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Management Company, a series of Macquarie Investment Management Business Trust (the “Manager”), agrees that in order to improve the performance of Delaware Global Listed Real Assets Fund (the “Fund”), a series of Delaware Pooled Trust, the Manager shall waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, the “Excluded Expenses”)) in an aggregate amount equal to the amount by which the Fund’s total annual fund operating expenses (excluding any Excluded Expenses) exceed the percentages set forth below for the period f

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