Exhibit 99.(d)(2)(ii)
SUB-ADVISORY AGREEMENT
AGREEMENT made by and between DELAWARE MANAGEMENT COMPANY, a series of
DELAWARE MANAGEMENT BUSINESS TRUST (the "Investment Manager") and X. XXXX PRICE
ASSOCIATES, INC. (the "Sub-Adviser").
WITNESSETH:
WHEREAS, OPTIMUM FUND TRUST (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, OPTIMUM LARGE CAP GROWTH 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, not including cash investments (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 the Fund 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 amended or supplemented from time to time (hereinafter referred to
as the "Prospectus"), 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, in its discretion and without prior consultation
with the Fund or the Investment Manager to:
(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 or 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;
(iii) instruct the Fund custodian to deliver for
cash received, securities or other cash and/or securities instruments sold,
exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for
securities or other cash and/or securities instruments delivered to the
custodian and/or credited to the Fund upon acquisition of the same for the Fund;
(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 currently effective Prospectus and
Statement of Additional Information, as the same may be hereafter modified,
amended, and/or supplemented from time to time (the "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.
(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 procedures and other 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 and shall provide copies of such changes that affect the
Sub-Adviser or its obligations hereunder prior to the effectiveness of such
documents.
(e) 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.
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(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
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. In addition, subject to seeking best execution and compliance
with applicable federal and state securities laws and regulations, the
Investment Manager or the Sub-Adviser also may consider sales of shares of the
Trust as a factor in the selection of brokers and dealers. 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: (i) pay the cost of certain expenses that
the Trust is required to pay or for which the Trust is required to arrange
payment; or (ii) recognize broker-dealers for the sale of Fund shares.
(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)(l)(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.
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(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.
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
any other written communication from the Investment Manager and its affiliates
to Fund shareholders, or any other submission by the Investment Manager and its
affiliates on behalf of itself or the Fund to governmental bodies or
self-regulatory bodies filed on or subsequent to the date of this Agreement, 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
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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 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 Securities and Exchange Commission
(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 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:
(i) is already known to the receiving party at the time
it is obtained;
(ii) is or becomes publicly known or available through no
wrongful act of the receiving party;
(iii) is rightfully received from a third party who, to the
best of the receiving party's knowledge, is not under
a duty of confidentiality;
(iv) is released by the protected party to a third party
without restriction;
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(v) is required to be disclosed by the receiving 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);
(vi) is relevant to the defense of any claim or cause of
action asserted against the receiving party;
(vii) has been or is independently developed or obtained by
the receiving party; or
(viii) is reasonably required to be disclosed in order to
satisfy statutory or regulatory requirements relating
to services provided hereunder such as to a service
provider to the Trust (e.g., the Trust's independent
accountants or legal representative); provided,
however that in the event of such disclosure the
protected party will be promptly notified.
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.
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, provided,
however, that routine regulatory examinations shall not be required to be
reported by this provision.
(b) The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and will
provide the Investment Manager and the Board with a copy of such 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.
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(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.
(e) The Sub-Adviser agrees to maintain an appropriate
level of errors and omissions or professional liability insurance coverage.
11. This Agreement shall extend to and bind the successors of the
parties hereto.
12. 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.
13. This Agreement shall be construed in accordance with the laws
of the State of Delaware without giving effect to the conflicts of laws
principles thereof and the 1940 Act. To the extent that the applicable laws of
the State of Delaware conflict with the applicable provisions of the 1940 Act,
the latter shall control.
14. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be given in writing, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Sub-Adviser:
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Vice President
With a copy to: Xxxxx X. Xxxxxxx, Chief Legal Counsel
(b) If to the Investment Manager:
Delaware Management Company
One Commerce Square
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: General Counsel
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and duly attested as of the 28th day of
July, 2003.
X. XXXX PRICE ASSOCIATES, INC. DELAWARE MANAGEMENT COMPANY,
A SERIES OF DELAWARE MANAGEMENT
BUSINESS TRUST
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
--------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: Vice President Title: Chief Executive Officer
Attest: /s/ [ILLEGIBLE] Attest: /s/ Xxxxx X. Xxxxxx, Xx.
--------------------------- ---------------------------
[ILLEGIBLE] Name: Xxxxx X. Xxxxxx, Xx.
Title: Assistant Secretary
Agreed to and accepted as of the day and year first above written:
OPTIMUM FUND TRUST
ON BEHALF OF OPTIMUM LARGE CAP
GROWTH FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman/President/Chief
Executive Officer
Attest: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Assistant Secretary
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SCHEDULE A
TO
SUB-ADVISORY AGREEMENT
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FEE SCHEDULE
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The compensation payable to Sub-Adviser for its services hereunder, pursuant to
Paragraph 4 of the Sub-Advisory Agreement shall be calculated and paid as
follows:
The total fee will be the sum of the following percentages (on an annual basis)
of the average daily net assets within the Managed Portion sub-advised by
Sub-Adviser:
0.40% (40 basis points) of the first $250 million within the Managed Portion
0.375% (37.5 basis points) of the next $250 million within the Managed Portion
0.35% (35 basis points) of all assets above $500 million within the Managed
Portion
The fee shall be payable on the Managed Portion's average daily net assets
monthly to the Sub-Adviser on or before the tenth {10th) day of the next
succeeding calendar month. If this Agreement becomes effective or terminates
before the end of any month, the sub-advisory fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to the
proration which such period bears to the full month in which such effectiveness
or termination occurs. Each month, the Investment Manager will provide the
Sub-Adviser with a worksheet accompanying payment of the sub-advisory fee that
sets forth the computation of such sub-advisory fee.
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