VOYAGEUR INVESTMENT TRUST
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of
March, 1997 by and between Voyageur Investment Trust, a Massachusetts business
trust (the "Trust"), for and on behalf of each series (each series is referred
to hereinafter as a "Fund") and Delaware Distributors, L.P., a Delaware limited
partnership ("DDLP"). This Agreement shall apply to each class of shares offered
by the following Funds:
Voyageur California Insured Tax Free Fund (currently offering
Classes A, B and C shares) Voyageur Florida Insured Tax Free
Fund (currently offering Classes A, B and C shares) Voyageur
Kansas Tax Free Fund (currently offering Classes A, B and C
shares) Voyageur Missouri Insured Tax Free Fund (currently
offering Classes A, B and C shares) Voyageur New Mexico Tax
Free Fund (currently offering Classes A, B and C shares)
Voyageur Oregon Insured Tax Free Fund (currently offering
Classes A, B and C shares) Voyageur Utah Tax Free Fund
(currently offering Classes A, B and C shares) Voyageur
Washington Insured Tax Free Fund (currently offering Classes A,
B and C shares) Voyaguer Florida Tax Free Fund (currently
offering Classes A, B and C shares)
WITNESSETH:
WHEREAS, Voyageur Fund Distributors, Inc. ("VFD") currently
serves as the principal underwriter of the shares of each series of the Trust
and of the shares of the other registered open-end investment companies within
the Voyageur mutual fund complex (the "Voyageur Funds"); and
WHEREAS, on January 15, 1997, the indirect owners of VFD
entered into an Agreement and Plan of Merger with Lincoln National Corporation
("LNC") which, when consummated (the consummation of such agreement is referred
to herein as the "Merger"), will result in LNC's indirect ownership of, among
others, VFD and its parent company, Voyageur Fund Managers, Inc., the investment
adviser and administrator for the Voyageur Funds; and
WHEREAS, to facilitate additional sales of shares of the Funds
in anticipation of the Merger, the Board of Trustees of the Trust has determined
that the Trust should enter into a distribution agreement with DDLP under which
DDLP will serve as co-underwriter of such shares along with VFD, which currently
serves as the sole principal underwriter of such shares (VFD and DDLP may
hereinafter be referred to as the "Co-Underwriters").
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. UNDERWRITING SERVICES
The Trust, on behalf of each Fund, hereby engages DDLP, and
DDLP hereby agrees to act, as co-underwriter for each Fund in the sale and
distribution of the shares of each class of such Fund to the public, either
through dealers or otherwise. DDLP agrees to offer such shares for sale at all
times when such shares are available for sale and may lawfully be offered for
sale and sold.
2. SALE OF SHARES
The shares of each Fund are to be sold only on the following
terms:
(a) All subscriptions, offers, or sales shall be subject to
acceptance or rejection by the Trust. Any offer for or sale of shares shall be
conclusively presumed to have been accepted by the Trust if the Trust shall fail
to notify DDLP of the rejection of such offer or sale prior to the computation
of the net asset value of such shares next following receipt by the Trust of
notice of such offer or sale.
(b) No share of a Fund shall be sold by DDLP (i) for any
consideration other than cash or, pursuant to any exchange privilege provided
for by the applicable currently effective Prospectus or Statement of Additional
Information (hereinafter referred to collectively as the "Prospectus"), shares
of any other Voyageur Fund, or (ii) except in instances otherwise provided for
by the applicable currently effective Prospectus, for any amount less than the
public offering price per share, which shall be determined in accordance with
the applicable currently effective Prospectus.
(c) In connection with certain sales of shares, a contingent
deferred sales charge will be imposed in the event of a redemption transaction
occurring within a certain period of time following such a purchase, as
described in the applicable currently effective Prospectus.
(d) The front-end sales charge, if any, for any class of shares
of a Fund may, at the discretion of the Trust and the Co-Underwriters, be
reduced or eliminated as permitted by the Investment Company Act of 1940, and
the rules and regulations thereunder, as they may be amended from time to time
(the "1940 Act"), provided that such reduction or elimination shall be set forth
in the Prospectus for such class, and provided that the Trust shall in no event
receive for any shares sold an amount less than the net asset value thereof. In
addition, any contingent deferred sales charge for any class of shares of a Fund
may, at the discretion of the Trust and the Co-Underwriters, be reduced or
eliminated in accordance with the terms of an exemptive order received from, or
any applicable rule or rules promulgated by, the Securities and Exchange
Commission, provided that such reduction or elimination shall be set forth in
the Prospectus for such class of shares.
(e) DDLP shall require any securities dealer entering into a
selected dealer agreement with DDLP to disclose to prospective investors the
existence of all available classes of shares of a Fund and to determine the
suitability of each available class as an investment for each such prospective
investor.
3. QUALIFICATION OF SHARES
The Trust agrees to make prompt and reasonable efforts to
effect and keep in effect, at its expense, the qualification of each Fund's
shares for sale in such jurisdictions as the Trust may designate.
4. INFORMATION TO BE FURNISHED TO DDLP
The Trust agrees that it will furnish DDLP with such
information with respect to the affairs and accounts of the Trust (and each Fund
or class thereof) as DDLP may from time to time reasonably require, and further
agrees that DDLP, at all reasonable times, shall be permitted to inspect the
books and records of the Trust.
5. ALLOCATION OF EXPENSES
During the period of this Agreement, the Trust shall pay or
cause to be paid all expenses, costs and fees incurred by the Trust which are
not assumed by DDLP and/or VFD. VFD has agreed to provide, and pay costs which
it incurs in connection with providing, administrative or accounting services to
shareholders of each Fund (such costs are referred to as "Shareholder Servicing
Costs"). DDLP may provide such services and pay Shareholder Servicing Costs
associated therewith to the extent agreed to from time to time by DDLP and VFD.
Shareholder Servicing Costs include all expenses of DDLP or VFD, as the case may
be, incurred in connection with providing administrative or accounting services
to shareholders of each Fund, including, but not limited to, an allocation of
overhead of DDLP or VFD and payments made to persons, including employees of
DDLP or VFD, who respond to inquiries of shareholders regarding their ownership
of Fund shares, or who provide other administrative or accounting services not
otherwise required to be provided by the applicable Fund's investment adviser or
transfer agent. VFD has also agreed to pay all costs of distributing the shares
of each Fund ("Distribution Expenses"). DDLP may pay all or a portion of the
Distribution Expenses as agreed to from time to time by DDLP and VFD.
Distribution Expenses include, but are not limited to, initial and ongoing sales
compensation (in addition to sales loads) paid to investment executives of DDLP
or VFD, as the case may be, and to other broker-dealers and participating
financial institutions; expenses incurred in the printing of prospectuses,
statements of additional information and reports used for sales purposes;
expenses of preparation and distribution of sales literature; expenses of
advertising of any type; an allocation of the overhead of DDLP or VFD, as the
case may be; payments to and expenses of persons who provide support services in
connection with the distribution of Fund shares; and other distribution-related
expenses.
6. COMPENSATION TO DDLP
As compensation for all of its services provided and its costs
assumed under this Agreement, DDLP shall receive the following forms and amounts
of compensation:
(a) DDLP shall, as agreed to from time to time with VFD and as
permitted by applicable law or regulation, be entitled to receive or retain any
front-end sales charge imposed in connection with sales of shares of each Fund,
as set forth in the applicable current Prospectus. Up to the entire amount of
such front-end sales charge may be reallowed by DDLP to broker-dealers and
participating financial institutions in connection with their sale of Fund
shares. The amount of the front-end sales charge (if any) may be retained or
deducted by DDLP from any sums received by it in payment for shares so sold. If
such amount is not deducted by DDLP from such payments, such amount shall be
paid to DDLP by the Trust not later than five business days after the close of
any calendar quarter during which any such sales were made by DDLP and payment
received by the Trust.
(b) DDLP shall, as agreed to from time to time with VFD and as
permitted by applicable law or regulation, be entitled to receive or retain any
contingent deferred sales charge imposed in connection with any redemption of
shares of each Fund, as set forth in the applicable current Prospectus.
(c) Pursuant to the Trust's Plan of Distribution adopted in
accordance with Rule 12b-1 under the 1940 Act (the "Plan"):
(i) Class A of each Fund is obligated to
pay DDLP and/or VFD, as agreed to from time to time by such
parties and as permitted by applicable law or regulation, a
total fee in connection with the servicing of shareholder
accounts of such class and in connection with
distribution-related services provided in respect of such
class, calculated and payable quarterly, at the annual rate of
.25% of the value of the average daily net assets of such
class. All or any portion of such total fee may be payable as a
Shareholder Servicing Fee, and all or any portion of such total
fee may be payable as a Distribution Fee, as determined from
time to time by the Trust's Board of Trustees. Until further
action by the Board of Trustees, all of such fee shall be
designated and payable as a Shareholder Servicing Fee.
(ii) Class B of each Fund is obligated
to pay DDLP and/or VFD, as agreed to from time to time by such
parties and as permitted by applicable law or regulation, a
total fee in connection with servicing of shareholder accounts
of such Class and in connection with distribution-related
services provided in respect of such Class, calculated and
payable quarterly, at the annual rate of 1.00% of the value of
the average daily net assets of such Class. All or any portion
of such total fee may be payable as a Shareholder Servicing
Fee, and all or any portion of such total fee may be payable as
a Distribution Fee, as determined from time to time by the
Trust's Board of Trustees. Until further action by the Board of
Trustees, a portion of such total fee equal to .25% per annum
of Class B's average net assets shall be designated and payable
as a Shareholder Servicing Fee and the remainder of such fee
shall be designated as a Distribution Fee.
(iii) Class C of each Fund is obligated
to pay DDLP and/or VFD, as agreed to from time to time by such
parties and as permitted by applicable law or regulation, a
total fee in connection with the servicing of shareholder
accounts of such class and in connection with
distribution-related services provided in respect of such
class, calculated and payable quarterly, at the annual rate of
1.00% of the value of the average daily net assets of such
class. All or any portion of such total fee may be payable as a
Shareholder Servicing Fee, and all or any portion of such total
fee may be payable as a Distribution Fee, as determined from
time to time by the Trust's Board of Trustees. Until further
action by the Board of Trustees, a portion of
such total fee equal to .25% per annum of the average daily net
assets of such class shall be designated and payable as a
Shareholder Servicing Fee and the remainder of such fee shall
be designated as a Distribution Fee.
Average daily net assets shall be computed in accordance with
the applicable currently effective Prospectus. Amounts payable under the Plan
may exceed or be less than actual Distribution Expenses and Shareholder
Servicing Costs. In the event such Distribution Expenses and Shareholder
Servicing Costs exceed amounts payable under the Plan, DDLP shall not be
entitled to reimbursement by the Trust.
(d) In each year during which this Agreement remains in effect,
DDLP, as agreed to from time to time with VFD, will prepare and furnish to the
Board of Trustees of the Trust, and the Board will review, on a quarterly basis,
written reports complying with the requirements of Rule 12b-1 under the 1940 Act
that set forth the amounts expended under this Agreement and the Plan, on a
class by class basis as applicable, and the purposes for which those
expenditures were made.
7. LIMITATION OF DDLP'S AUTHORITY
DDLP shall be deemed to be an independent contractor and,
except as specifically provided or authorized herein, shall have no authority to
act for or represent any Fund or the Trust.
8. SUBSCRIPTION FOR SHARES--REFUND FOR CANCELLED ORDERS
DDLP shall subscribe for the shares of a Fund only for the
purpose of covering purchase orders already received by it or for the purpose of
investment for its own account. In the event that an order for the purchase of
shares of a Fund is placed with DDLP by a customer or dealer and subsequently
cancelled, DDLP shall forthwith cancel the subscription for such shares entered
on the books of the Fund, and, if DDLP has paid the Fund for such shares, shall
be entitled to receive from the Fund in refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares; or
(b) the net asset value of such shares at the time of
cancellation by DDLP.
9. INDEMNIFICATION OF THE TRUST
DDLP agrees to indemnify each Fund and the Trust against any
and all litigation and other legal proceedings of any kind or nature and against
any liability, judgment, cost, or penalty imposed as a result of such litigation
or proceedings in any way arising out of or in connection with the sale or
distribution of the shares of such Fund by DDLP. In the event of the threat or
institution of any such litigation or legal proceedings against any Fund, DDLP
shall defend such action on behalf of the Fund or the Trust at DDLP's own
expense, and shall pay any such liability, judgment, cost, or penalty resulting
therefrom, whether imposed by legal authority or agreed upon by way of
compromise and settlement; provided, however, DDLP shall not be required to pay
or reimburse a Fund for any liability, judgment, cost, or penalty incurred as a
result of information supplied by, or as the result of the omission to supply
information by, the Trust to DDLP, or to DDLP by a trustee, officer, or employee
of the Trust who is not an "interested person," as defined in the provisions of
the 1940 Act, of DDLP, unless the information so supplied or omitted was
available to DDLP without recourse to the Fund or the Trust or any such person
referred to above.
10. FREEDOM TO DEAL WITH THIRD PARTIES
DDLP shall be free to render to others services of a nature
either similar to or different from those rendered under this contract, except
such as may impair its performance of the services and duties to be rendered by
it hereunder.
11. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
(a) The effective date of this Agreement is set forth in the
first paragraph of this Agreement. Unless sooner terminated as hereinafter
provided, this Agreement shall continue in effect for a period of one year after
the date of its execution, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by a vote of the
Board of Trustees of the Trust, and of the trustees who are not "interested
persons" (as defined in the provisions of the 0000 Xxx) of the Trust and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan (including, without limitation, this Agreement),
cast in person at a meeting called for the purpose of voting on this Agreement.
Notwithstanding the preceding sentence, this Agreement shall terminate at 11:59
p.m., Philadelphia time, on June 30, 1997, if the Merger has not been
consummated by such date, unless otherwise agreed by the parties.
(b) This Agreement may be terminated at any time with respect
to any Fund or class thereof, without the payment of any penalty, by the vote of
a majority of the members of the Board of Trustees of the Trust who are not
"interested persons" (as defined in the provisions of the 0000 Xxx) of the Trust
and have no direct or indirect financial interest in the operation of the Plan
or in any agreement related to the Plan (including, without limitation, this
Agreement), or by the vote of a majority of the outstanding voting securities of
such Fund (or class thereof), or by DDLP, upon 60 days' written notice to the
other party.
(c) This Agreement shall automatically terminate in the event
of its "assignment" (as defined by the provisions of the 1940 Act).
(d) Wherever referred to in this Agreement, the vote or
approval of the holders of a majority of the outstanding voting securities of a
Fund (or class thereof) shall mean the lesser of (i) the vote of 67% or more of
the voting securities of such Fund (or class thereof) present at a regular or
special meeting of shareholders duly called, if more than 50% of the Fund's (or
class's, as applicable) outstanding voting securities are present or represented
by proxy, or (ii) the vote of more than 50% of the outstanding voting securities
of such Fund (or class thereof).
12. AMENDMENTS TO AGREEMENT
No material amendment to this Agreement shall be effective
until approved by DDLP and by vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Trust or DDLP.
13. NOTICES
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
14. SPECIAL NOTICE
A copy of the Agreement and Declaration of Trust of the Trust
is on file with the Secretary of State of the Commonwealth of Massachusetts, and
notice hereby is given that this Agreement was executed and delivered on behalf
of the Trust by a duly authorized officer of the Trust in such person's capacity
as an officer of the Trust, and not individually, and the obligations of the
Trust under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Funds (or Class or Classes thereof) of the Trust for
the benefit of which the trustees have authorized that this Agreement be
executed and delivered.
IN WITNESS WHEREOF, the Trust and DDLP have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
VOYAGEUR INVESTMENT TRUST
By /s/Xxxxxx X. Xxxxx
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Its Secretary
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DELAWARE DISTRIBUTORS, L.P.
By /s/ Xxxxxxxx X. Xxxxxx
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Its Vice Chairman
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