EX-99.B5E
EXHIBIT 24(b)(5)(e)
DELAWARE GROUP ADVISER FUNDS, INC.
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, INC.,
a Delaware corporation ("Investment Manager"), and DELAWARE INTERNATIONAL
ADVISERS LTD., an entity organized under the laws of the U.K. ("Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE GROUP ADVISER FUNDS, INC., a Maryland corporation
("Fund"), on behalf of the Overseas Equity Fund ("Portfolio"), has been
organized and operates as an investment company registered under the
Investment Company Act of 1940 ("1940 Act") and engages in the business of
investing and reinvesting its assets in securities, and
WHEREAS, the Investment Manager and the Fund have entered into an
agreement dated as of September 15, 1997 ("First Amended and Restated
Investment Management Agreement") whereby the Investment Manager will provide
investment advisory services to the Fund on behalf of the Portfolio; and
WHEREAS, the First Amended and Restated Investment Management
Agreement permits the Investment Manager to hire one or more sub-advisers to
assist the Investment Manager in providing investment advisory services to the
Fund on behalf of the Portfolio; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940 and engage in
the business of providing investment management services; and
WHEREAS, the Sub-Adviser is also regulated in the conduct of its
investment business by the Investment Management Regulatory Organization under
whose rules the Investment Manager is a "non-private customer".
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. The Investment Manager hereby employs the Sub-Adviser to manage
the investment and reinvestment of the Portfolio's assets, subject to the
direction of the Fund's Board of Directors and officers of the Fund for the
period and on the terms hereinafter set forth. The Sub-Adviser hereby accepts
such employment and agrees during such period 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 Fund in any way, or in any way
be deemed an agent of the Fund. The Sub-Adviser shall regularly make decisions
as to what securities and other instruments to purchase and sell on behalf of
the Portfolio, shall effect the purchase and sale of such investments, as
agent for the Fund on behalf of the Portfolio, in furtherance of the
Portfolio's objectives and policies and shall furnish the Board of Directors
of the Fund with such information and reports regarding its activities as the
Investment Manager deems appropriate or as the Directors of the Fund may
reasonably request consistent with the provisions of Section 15(c) of the 1940
Act.
In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Fund and with the instructions
and directions of the Investment Manager and of the Board of Directors of the
Fund
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and will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986 and all other applicable federal and state laws
and regulations.
2. Under the terms of the First Amended and Restated Investment
Management Agreement, the Fund shall conduct its own business and affairs and
shall bear the expenses and salaries necessary and incidental thereto
including, but not in limitation of the foregoing, the costs incurred in: the
maintenance of its corporate existence; the maintenance of its own books,
records and procedures; dealing with its own shareholders; the payment of
dividends; transfer of stock, including issuance and repurchase of shares;
preparation of share certificates; reports and notices to shareholders;
calling and holding of shareholders' meetings; miscellaneous office expenses;
brokerage commissions; custodian fees; legal and accounting fees; taxes; and
federal and state registration fees.
Directors, officers and employees of the Sub-Adviser may be
directors, officers and employees of other funds which have employed the
Sub-Adviser as sub-adviser or investment manager.
In the conduct of the respective business of the parties hereto and
in the performance of this Agreement, the Fund, the Investment Manager and the
Sub-Adviser may share facilities common to each, with appropriate proration of
expenses between and among them.
3. (a) Subject to the primary objective of obtaining the best
available prices and execution, the Sub-Adviser will place orders for the
purchase and sale of portfolio securities and other instruments with such
broker/dealers who provide statistical, factual and financial information and
services to the Fund, to the Investment Manager, to the Sub-Adviser or to any
other fund for which the Investment Manager or Sub-Adviser provides investment
advisory services and/or with
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broker/dealers who sell shares of the fund or who sell shares of any other
fund for which the Investment Manager or Sub-Adviser provides investment
advisory services. Broker/dealers who sell shares of the funds for which the
Investment Manager or Sub-Adviser provides advisory services shall only
receive orders for the purchase or sale of portfolio securities to the extent
that the placing of such orders is in compliance with the Rules of the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above
and subject to the policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Sub-Adviser may ask the Fund and the
Fund may agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Sub-Adviser
have determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that particular
transaction or the Sub-Adviser's overall responsibilities with respect to the
Fund and to other funds and other advisory accounts for which the Investment
Manager or the Sub-Adviser exercises investment discretion.
4. As compensation for the services to be rendered to the Fund for
the benefit of the Portfolio by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub-Adviser a monthly fee
equal to 80% of the fee paid to the Investment Manager under the terms of the
First Amended and Restated Investment Management Agreement.
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If this Agreement is terminated prior to the end of any calendar
month, the Sub-Advisory fee shall be prorated for the portion of any month in
which this Agreement is in effect according to the proportion which the number
of calendar days, during which the Agreement is in effect, bears to the number
of calendar days in the month, and shall be payable within 10 days after the
date of termination.
5. The services to be rendered by the Sub-Adviser to the Fund for the
benefit of the Portfolio 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. 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
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as
Sub-Adviser to the Fund, the Sub-Adviser shall not be subject to liability to
the Fund, to the Investment Manager or to any shareholder of the Fund 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.
8. This Agreement shall be executed and become effective as of the
date written below if approved by the Board of Directors; and shall continue
in effect beyond 120 days after its execution only if it is approved by the
vote of a majority of the outstanding voting securities of the Portfolio. It
shall continue in effect for a period of two years from the date of its
execution and may
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be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Directors or by the
vote of a majority of the outstanding voting securities of the Portfolio and
only if the terms and the renewal hereof have been approved by the vote of a
majority of the Directors of the Fund who are not parties hereto or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval. Notwithstanding the foregoing, this Agreement may
be terminated by the Investment Manager or the Fund at any time, without the
payment of a penalty, on sixty days' written notice to the Sub-Adviser, of the
Investment Manager's or the Fund's intention to do so, in the case of the
Fund, pursuant to action by the Board of Directors of the Fund or pursuant to
the vote of a majority of the outstanding voting securities of the Portfolio.
The Sub-Adviser may terminate this Agreement at any time, without the payment
of a penalty on sixty days' written notice to the Investment Manager and the
Fund 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 any obligation to respond for a breach of
this Agreement committed prior to such termination, and except for 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. This
Agreement shall automatically terminate in the event of its assignment or, if
the initial approval by a vote of a majority of the outstanding voting
securities of the Portfolio is not obtained within 120 days after its
execution. This Agreement shall automatically terminate upon the termination
of the First Amended and Restated Investment Management Agreement.
9. This Agreement shall extend to and bind the successors of the
parties hereto. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an
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original. This Agreement shall become effective when one or more counterparts
have been signed and delivered by each of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities", "interested person", and "assignment"
shall have the meaning defined in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused their corporate
seals to be affixed and duly attested and their presents to be signed by their
duly authorized officers as of the 18th day of November, 1997.
DELAWARE MANAGEMENT COMPANY, INC.
By:_________________________________
Attest:_____________________________
DELAWARE INTERNATIONAL ADVISERS LTD.
By:_________________________________
Attest:_____________________________
Agreed to and accepted as of the
day and year first above written:
DELAWARE GROUP ADVISER FUNDS, INC.
on behalf of the Overseas Equity Fund
By:_______________________________
Attest:___________________________
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