Exhibit No. EX-99.d.8
SUB-ADVISORY AGREEMENT
AGREEMENT made by and between DELAWARE MANAGEMENT COMPANY, a series of
DELAWARE MANAGEMENT BUSINESS TRUST (the "Investment Manager") and MASSACHUSETTS
FINANCIAL SERVICES COMPANY (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 VALUE 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 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 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;
(iii) subject to the provisions on confidentiality contained
herein, 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 ("Presented
Related Performance Information") 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 that related directly to
the Managed Portion and that are required to be maintained by the 1940 Act or
the Advisors Act and 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, provided
however that nothing herein shall constitute a waiver of any applicable
privilege that may apply to Sub-Adviser records and with the understanding that
the Sub-Adviser may retain its own copy of all records.
(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 upon delivery
(except with respect to (iv)): (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's
the Fund's and the Investment Manager's; (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.
(e) The Trust and the Investment Manager acknowledge and agree that
they shall be solely responsible for presenting any Presented Related
Performance Information in the Prospectus and SAI, and in any other reports,
materials or advertisements, in compliance with all applicable rules and
administrative positions of the SEC, the NASD or other regulators that have
regulatory authority over the Trust and the Fund; provided however, that the
Sub-Adviser shall be responsible and liable for accurately providing all Related
Performance Information to the Investment Manager.
(f) The Trust and the Investment Manager acknowledge that the Trust
is responsible for arranging and administering the Fund's custodial
arrangements, the Sub-Adviser shall not have possession or custody of Fund
assets, and upon giving proper instructions to the Fund's custodian, the
Sub-Adviser shall have no responsibility or liability for such arrangements or
the acts, omissions or other conduct of the Fund's custodian except to the
extent that the Sub-Adviser shall be required to provide reasonable assurances
regarding maintenance of authorized persons to give instructions to the
custodian and to reasonably safeguard such lists.
(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 as may be agreed upon by the Sub-Adviser and 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 brokerage or research
services to 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)(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. The Trust and the
Investment Manager further acknowledge that it is possible that, based on their
investment objectives and policies, certain funds or accounts managed by the
Sub-Adviser or its affiliates may at times take investment positions or engage
in investment techniques which are contrary to positions taken or techniques
engaged in on behalf of the Fund. Notwithstanding the foregoing, the Sub-Adviser
will at all times endeavor to treat all of its clients in a fair and equitable
manner.
The Trust and the Investment Manager acknowledge that whenever a Fund and
one or more other funds or accounts advised by the Sub-Adviser have available
monies for investment, investments suitable and appropriate for each shall be
allocated in a manner believed by the Sub-Adviser to be fair and equitable to
each entity. Similarly, opportunities to sell securities or other investments
shall be allocated in a manner believed by the Sub-Adviser to be fair and
equitable to each entity. The Trust and the Investment Manager acknowledge that
in some instances this may adversely affect the size of the position that may be
acquired or disposed of for the Fund. The Sub-Adviser shall at all times
maintain appropriate records of all allocation decisions applicable to the
Managed Portion and allow the Trust and the Investment Manager to inspect such
records upon reasonable notice to the Sub-Adviser.
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), ▇▇▇▇, 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), ▇▇▇▇, 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), ▇▇▇▇,
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 it
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 Investment Manager represents, warrants and covenants that
the Investment Manager will make available all necessary funds by the settlement
date for any contribution or similar transaction initiated by the Investment
Manager on a trade date basis, that the value of such contributions on the
settlement date shall be in the amount specified by the Investment Manager on
the trade date, that the Custodian is contractually obligated to settle any
trades placed on the Investment Manager's behalf and that the Investment Manager
shall immediately notify the Sub-Adviser in the event the custodian is no longer
so obligated. The Investment Manager will indemnify, defend and hold harmless
the Sub-Adviser, its affiliates, directors, officers and employees from and
against any loss, damage, cost, expense, suit or claim that results in any way
from the Investment Manager's failure to provide all necessary funds by the
settlement date for any contribution or similar transaction initiated by the
Investment Manager.
(d) 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 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. Except as expressly provided in this Agreement the
Sub-Adviser shall not be responsible for ensuring compliance with any applicable
conditions of exemptive or other relief granted by the SEC or its staff
regarding effectiveness of this Agreement. 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;
(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 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 final determination 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, relating directly to 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.
(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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and duly attested as of the 31st day of
July, 2003.
MASSACHUSETTS FINANCIAL SERVICES DELAWARE MANAGEMENT COMPANY,
COMPANY a series of DELAWARE MANAGEMENT
BUSINESS TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President Title: Chief Executive Officer
Attest: /s/ illegible Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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
VALUE FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman/President/Chief
Executive Officer
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Assistant Secretary
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:
0.45% (45 basis points) of the first $100 million within the Managed Portion
0.35% (35 basis points) of the next $150 million within the Managed Portion
0.325% (32.5 basis points) of all assets above $250 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.
