2. Investment Management, Administration Agreements, and Other Transactions with
Affiliates
In accordance with the terms of its investment management agreement, the Fund pays DMC,
a series of Macquarie Investment Management Business Trust (MIMBT) and the investment
manager, an annual unitary management fee which is calculated daily and paid monthly at the
rate of 0.44% on the Fund's average daily net assets.
From the unitary management fee, DMC pays most of the expenses of the Fund, including the
cost of sub-advisory fees to any investment sub-adviser, if any, transfer agency, custody, fund
administration, legal, audit and other services. However, under the investment management
agreement, DMC is not responsible for (i) interest expenses; (ii) taxes (including, but not limited
to, income, excise, transfer and withholding taxes); (iii) expenses of a Fund incurred with respect
to the acquisition and disposition of portfolio securities, instruments or other investments and the
execution of portfolio transactions, including brokerage commissions; (iv) expenses incurred in
connection with any distribution plan adopted by the Trust in compliance with Rule 12b-1 under
the 1940 Act, including distribution fees; (v) litigation expenses; (vi) the investment advisory fee
payable to the Manager; (vii) non-routine or extraordinary expenses (including, without limitation,
the expense associated with proxy solicitations and fund reorganizations); and (viii) acquired fund
fees and expenses.
DMC entered into a sub-advisory agreement on behalf of the Fund with Macquarie Investment
Management Global Limited, which is an affiliate of DMC (Affiliated Sub-Advisor). Although the
Manager has principal responsibility for the Manager’s portion of the Fund, the Manager may
permit the Affiliated Sub-Advisor to execute Fund security trades on behalf of the Manager.
Pursuant to the terms of the sub-advisory agreement, the investment sub-advisory fee is paid by
DMC to the Affiliated Sub-Advisor based on the extent to which the Affiliated Sub-Advisor provides
services to the Fund.
In addition to the management fees and other expenses of the Fund, the Fund indirectly bears the
investment management fees and other expenses of any Underlying Funds, in which it invests.
The amount of these fees and expenses incurred indirectly by the Fund will vary based upon the
expense and fee levels of any Underlying Funds and the number of shares that are owned of any
Underlying Funds at different times.
On April 21, 2025, Macquarie Group Limited, the parent company of DMC, together with certain
of its affiliates, and Nomura Holding America Inc. (Nomura), announced that they had entered into
an agreement for Nomura to acquire Macquarie Asset Management’s US and European public
investments business. The transaction is subject to customary closing conditions, including the
receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of these
conditions, the transaction is expected to close on or about December 1, 2025. This is subject to
change.
The closing of this transaction will result in the automatic termination of the Fund’s investment
advisory agreement with DMC, and any sub-advisory agreement, as applicable. In anticipation
of the closing of the transaction, on June 12, 2025, the Board approved, and recommended