1
DELAWARE GROUP _______________________
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this ____ day of
_________________, 1997 by and between DELAWARE GROUP ________________________,
a ____________________ (the "Fund"), for the _________________________ series
(the "Series"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a Delaware
limited partnership.
WITNESSETH
WHEREAS, the Fund is an investment company regulated by
Federal and State regulatory bodies, and
WHEREAS, the Distributor is engaged in the business of
promoting the distribution of the securities of investment companies and, in
connection therewith and acting solely as agent for such investment companies
and not as principal, advertising, promoting, offering and selling their
securities to the public, and
WHEREAS, the Fund desires to enter into an agreement with the
Distributor on behalf of the Series, pursuant to which the Distributor shall
serves as the national distributor of the Series' ___________________ Fund A
Class ("Class A Shares"), ___________________ Fund B Class (the "Class B
Shares"), ___________________ Fund C Class (the "Class C Shares"), and
__________________ Fund Institutional Class (the "Institutional Class
Shares"), which Series and classes may do business under these or such other
names as the Board of Directors may designate from time to time, on the terms
and conditions set forth below,
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NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. The Fund hereby engages the Distributor to promote the distribution of
the Series' shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell the
Series' shares to the public.
2. (a) The Distributor agrees to serve as distributor of the Series'
shares and, as agent for the Fund and not as principal, to
advertise, promote and use its best efforts to sell the
Series' shares wherever their sale is legal, either through
dealers or otherwise, in such places and in such manner, not
inconsistent with the law and the provisions of this Agreement
and the Fund's Registration Statement under the Securities Act
of 1933, including the Prospectuses contained therein, and the
Statement of Additional Information contained therein as may
be mutually determined by the Fund and the Distributor from
time to time.
(b) For the Institutional Class Shares, the Distributor will bear
all costs of financing any activity which is primarily
intended to result in the sale of that class of shares,
including, but not necessarily limited to, advertising,
compensation of underwriters, dealers and sales personnel, the
printing and mailing of sales literature and distribution of
that class of shares.
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(c) For its services as agent for the Class A Shares, Class B
Shares, and Class C Shares, the Distributor shall be entitled
to compensation on each sale or redemption, as appropriate, of
shares of such classes equal to any front-end or deferred
sales charge described in the Prospectus from time to time and
may allow concessions to dealers in such amounts and on such
terms as are therein set forth.
(d) For the Class A Shares, Class B Shares, and Class C Shares,
the Fund shall, in addition, compensate the Distributor for
its services as provided in the Distribution Plan as adopted
on behalf of the Class A Shares, Class B Shares, and Class C
Shares, respectively, pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plans"), copies of which
as presently in force are attached hereto as, respectively,
Exhibit "X," "X," and "C."
3. (a) The Fund agrees to make available for sale by the Fund through
the Distributor all or such part of the authorized but
unissued shares of the Series as the Distributor shall require
from time to time, and except as provided in Paragraph 3(b)
hereof, the Fund will not sell Series' shares other than
through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) to sell and
issue shares other than for cash; (2) to issue shares
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in exchange for substantially all of the assets of any
corporation or trust, or in exchange of shares of any
corporation or trust; (3) to pay stock dividends to its
shareholders, or to pay dividends in cash or stock at the
option of its stockholders, or to sell stock to existing
stockholders to the extent of dividends payable from time to
time in cash, or to split up or combine its outstanding shares
of common stock; (4) to offer shares for cash to its
stockholders as a whole, by the use of transferable rights or
otherwise, and to sell and issue shares pursuant to such
offers; and (5) to act as its own distributor in any
jurisdiction in which the Distributor is not registered as a
broker-dealer.
4. The Fund warrants the following:
(a) The Fund is, or will be, a properly registered investment
company, and any and all Series' shares which it will sell
through the Distributor are, or will be, properly registered
with the Securities and Exchange Commission ("SEC").
(b) The provisions of this Agreement do not violate the terms of
any instrument by which the Fund is bound, nor do they violate
any law or regulation of any body having jurisdiction over the
Fund or its property.
5. (a) The Fund will supply to the Distributor a conformed
copy of the Registration Statement, all amendments thereto,
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all exhibits, and each Prospectus and Statement of Additional
Information.
(b) The Fund will register or qualify the Series' shares for sale
in such states as is deemed desirable.
(c) The Fund, without expense to the Distributor,
(1) will give and continue to give such financial
statements and other information as may be required
by the SEC or the proper public bodies of the states
in which the Series' shares may be qualified;
(2) from time to time, will furnish to the Distributor as
soon as reasonably practicable true copies of its
periodic reports to stockholders;
(3) will promptly advise the Distributor in person or by
telephone or telegraph, and promptly confirm such
advice in writing, (a) when any amendment or
supplement to the Registration Statement becomes
effective, (b) of any request by the SEC for
amendments or supplements to the Registration
Statement or the Prospectuses or for additional
information, and (c) of the issuance by the SEC of
any Stop Order suspending the effectiveness of the
Registration Statement, or the initiation of any
proceedings for that purpose;
(4) if at any time the SEC shall issue any Stop Order
suspending the effectiveness of the Registration
Statement, will make every reasonable effort to
obtain the lifting of such order at the earliest
possible moment;
(5) will from time to time, use its best effort to keep a
sufficient supply of Series' shares authorized, any
increases being subject to the approval of
shareholders as may be required;
(6) before filing any further amendment to the
Registration Statement or to any Prospectus, will
furnish to the Distributor copies of the proposed
amendment and will not, at any time, whether before
or after the effective date of the Registration
Statement, file any amendment to the Registration
Statement or supplement to any Prospectus of which
the Distributor shall
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not previously have been advised or to which the
Distributor shall reasonably object (based upon the
accuracy or completeness thereof) in writing;
(7) will continue to make available to its stockholders
(and forward copies to the Distributor) of such
periodic, interim and any other reports as are now,
or as hereafter may be, required by the provisions of
the Investment Company Act of 1940; and
(8) will, for the purpose of computing the offering price
of Series' shares, advise the Distributor within one
hour after the close of the New York Stock Exchange
(or as soon as practicable thereafter) on each
business day upon which the New York Stock Exchange
may be open of the net asset value per share of the
Series' shares of common stock outstanding,
determined in accordance with any applicable
provisions of law and the provisions of the Articles
of Incorporation, as amended, of the Fund as of the
close of business on such business day. In the event
that prices are to be calculated more than once
daily, the Fund will promptly advise the Distributor
of the time of each calculation and the price
computed at each such time.
6. The Distributor agrees to submit to the Fund, prior to its use, the
form of all sales literature proposed to be generally disseminated by
or for the Distributor, all advertisements proposed to be used by the
Distributor, all sales literature or advertisements prepared by or for
the Distributor for such dissemination or for use by others in
connection with the sale of the Series' shares, and the form of
dealers' sales contract the Distributor intends to use in connection
with sales of the Series' shares. The Distributor also agrees that the
Distributor will submit such sales literature and advertisements to
the NASD, SEC or other regulatory agency as from time to time may be
appropriate, considering practices then current in the industry. The
Distributor agrees not to
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use such form of dealers' sales contract or to use or to permit others
to use such sales literature or advertisements without the written
consent of the Fund if any regulatory agency expresses objection
thereto or if the Fund delivers to the Distributor a written objection
thereto.
7. The purchase price of each share sold hereunder shall be the offering
price per share mutually agreed upon by the parties hereto, and as
described in the Fund's Prospectuses, as amended from time to time,
determined in accordance with any applicable provision of law, the
provisions of its Articles of Incorporation and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
8. The responsibility of the Distributor hereunder shall be limited to
the promotion of sales of Series' shares. The Distributor shall
undertake to promote such sales solely as agent of the Fund, and shall
not purchase or sell such shares as principal. Orders for Series'
shares and payment for such orders shall be directed to the Fund's
agent, Delaware Service Company, Inc. for acceptance on behalf of the
Fund. The Distributor is not empowered to approve orders for sales of
Series' shares or accept payment for such orders. Sales of Series'
shares shall be deemed to be made when and where accepted by Delaware
Service Company, Inc. on behalf of the Fund.
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9. With respect to the apportionment of costs between the Fund and the
Distributor of activities with which both are concerned, the following
will apply:
(a) The Fund and the Distributor will cooperate in preparing the
Registration Statements, the Prospectuses, the Statement of
Additional Information, and all amendments, supplements and
replacements thereto. The Fund will pay all costs incurred in
the preparation of the Fund's Registration Statement,
including typesetting, the costs incurred in printing and
mailing Prospectuses and Annual, Semi-Annual and other
financial reports to its own shareholders and fees and
expenses of counsel and accountants.
(b) The Distributor will pay the costs incurred in printing and
mailing copies of Prospectuses to prospective investors.
(c) The Distributor will pay advertising and promotional expenses,
including the costs of literature sent to prospective
investors.
(d) The Fund will pay the costs and fees incurred in registering
or qualifying the Series' shares with the various states and
with the SEC.
(e) The Distributor will pay the costs of any additional copies of
Fund financial and other reports and other Fund literature
supplied to the Distributor by the Fund for sales promotion
purposes.
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10. The Distributor may engage in other business, provided such other
business does not interfere with the performance by the Distributor of
its obligations under this Agreement.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Series the Distributor and each person, if any, who controls
the Distributor within the meaning of Section 15 of the Securities Act
of 1933, from and against any and all losses, damages, or liabilities
to which, jointly or severally, the Distributor or such controlling
person may become subject, insofar as the losses, damages or
liabilities arise out of the performance of its duties hereunder
except that the Fund shall not be liable for indemnification of the
Distributor or any controlling person thereof for any liability to the
Fund or its security holders to which they would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in
the performance of their duties under this Agreement.
12. Copies of financial reports, Registration Statements and Prospectuses,
as well as demands, notices, requests, consents, waivers, and other
communications in writing which it may be necessary or desirable for
either party to deliver or furnish to the other will be duly delivered
or furnished, if delivered to such party at its address shown below
during regular business hours, or if sent to that party by registered
mail or by prepaid telegram filed with an office or with an agent of
Western Union or another nationally recognized telegraph
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service, in all cases within the time or times herein prescribed,
addressed to the recipient at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, or at such other address as the Fund or the
Distributor may designate in writing and furnish to the other.
13. This Agreement shall not be assigned, as that term is defined in the
Investment Company Act of 1940, by the Distributor and shall terminate
automatically in the event of its attempted assignment by the
Distributor. This Agreement shall not be assigned by the Fund without
the written consent of the Distributor signed by its duly authorized
officers and delivered to the Fund. Except as specifically provided
in the indemnification provision contained in Paragraph 11 herein,
this Agreement and all conditions and provisions hereof are for the
sole and exclusive benefit of the parties hereto and their legal
successors and no express or implied provision of this Agreement is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Agreement or any
provisions herein contained.
14. (a) This Agreement shall remain in force for a period of two years
from the date hereof and from year to year thereafter, but
only so long as such continuance is specifically approved at
least annually by the Board of Directors or by vote of a
majority of the outstanding
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voting securities of the Series and only if the terms and the
renewal thereof 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.
(b) The Distributor may terminate this Agreement on written notice
to the Fund at any time in case the effectiveness of the
Registration Statement shall be suspended, or in case Stop
Order proceedings are initiated by the SEC in respect of the
Registration Statement and such proceedings are not withdrawn
or terminated within thirty days. The Distributor may also
terminate this Agreement at any time by giving the Fund
written notice of its intention to terminate the Agreement at
the expiration of three months from the date of delivery of
such written notice of intention to the Fund.
(c) The Fund may terminate this Agreement at any time on at least
thirty days prior written notice to the Distributor (1) if
proceedings are commenced by the Distributor or any of its
partners for the Distributor's liquidation or dissolution or
the winding up of the Distributor's affairs; (2) if a receiver
or trustee of the Distributor or any of its property is
appointed and such appointment is not vacated within thirty
days thereafter; (3) if, due to any action by or before any
court or any federal or
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state commission, regulatory body, or administrative agency or
other governmental body, the Distributor shall be prevented
from selling securities in the United States or because of any
action or conduct on the Distributor's part, sales of the
shares are not qualified for sale. The Fund may also terminate
this Agreement at any time upon prior written notice to the
Distributor of its intention to so terminate at the expiration
of three months from the date of the delivery of such written
notice to the Distributor.
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15. The validity, interpretation and construction of this Agreement, and
of each part hereof, will be governed by the laws of the Commonwealth
of Pennsylvania.
16. In the event any provision of this Agreement is determined to be void
or unenforceable, such determination shall not affect the remainder of
the Agreement, which shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.,
General Partner
Attest:
___________________________ By:_____________________________
Name: Name:
Title: Title:
DELAWARE GROUP ________________,
____ for the ______________ FUND
Attest:
___________________________ By:_____________________________
Name: Name:
Title: Title:
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EXHIBIT A
DISTRIBUTION PLAN
DELAWARE GROUP ________________________
______________________ FUND
______________ FUND A CLASS
The following Distribution Plan (the "Plan") has been adopted
pursuant to Rule l2b-l under the Investment Company Act of l940 (the "Act") by
Delaware Group ________________________ (the "Fund"), for the
______________________ Fund series (the "Series") on behalf of the
_____________________ Fund A Class ("Class"), which Fund, Series and Class may
do business under these or such other names as the Board of Trustees of the
Fund may designate from time to time. The Plan has been approved by a majority
of the Board of Trustees, including a majority of the Trustees who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related thereto
("non-interested Trustees"), cast in person at a meeting called for the purpose
of voting on such Plan. Such approval by the Trustees included a determination
that in the exercise of reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Series and shareholders of the Class. The Plan
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has been approved by a majority of the outstanding voting securities
of the Class, as defined in the Act.
The Fund is a Delaware business trust organized under the laws
of the State of Delaware, is authorized to issue different series and classes
of securities and is an open-end management investment company registered under
the Act. Delaware Management Company, Inc. serves as the Series' investment
adviser and manager pursuant to an Investment Management Agreement. Delaware
Service Company, Inc. serves as the Series' shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Series' shares,
including shares of the Class, pursuant to the Distribution Agreement between
the Distributor and the Fund on behalf of the Series ("Distribution
Agreement").
The Plan provides that:
l. The Fund shall pay to the Distributor a monthly fee
not to exceed 0.3% (3/10 of l%) per annum of the Series' average daily net
assets represented by shares of the Class (the "Maximum Amount") as may be
determined by the Fund's Board of Trustees from time to time. Such monthly fee
shall be reduced by the aggregate sums paid by the Fund on behalf of the Series
to persons other than broker-dealers (the "Service Providers") who may,
pursuant to servicing agreements, provide to the Series services in the Series'
marketing of shares of the Class.
2. (a) The Distributor shall use the monies paid to
it pursuant to paragraph l above to furnish, or cause or encourage
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others to furnish, services and incentives in connection with the promotion,
offering and sale of Class shares and, where suitable and appropriate, the
retention of Class shares by shareholders.
(b) The Service Providers shall use the monies
paid respectively to them to reimburse themselves for the actual costs they
have incurred in confirming that their customers have received the Prospectus
and Statement of Additional Information, if applicable, and as a fee for (l)
assisting such customers in maintaining proper records with the Fund, (2)
answering questions relating to their respective accounts, and (3) aiding in
maintaining the investment of their respective customers in the Class.
3. The Distributor shall report to the Fund at least
monthly on the amount and the use of the monies paid to it under the Plan. The
Service Providers shall inform the Fund monthly and in writing of the amounts
each claims under the Plan; both the Distributor and the Service Providers
shall furnish the Board of Trustees of the Fund with such other information as
the Board may reasonably request in connection with the payments made under the
Plan and the use thereof by the Distributor and the Service Providers,
respectively, in order to enable the Board to make an informed determination of
the amount of the Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board
of Trustees of the Fund, for their review, on a quarterly basis, a
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written report of the amounts expended under the Plan and the purposes for
which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund in writing of the commencement of the Plan
(the "Commencement Date"); thereafter, the Plan shall continue in effect for a
period of more than one year from the Commencement Date only so long as such
continuance is specifically approved at least annually by a vote of the Board
of Trustees of the Fund, and of the non- interested Trustees, cast in person at
a meeting called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by
vote of a majority of the non-interested Trustees or by vote of a majority of
the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase
materially the amount to be spent for distribution pursuant to paragraph l
thereof without approval by the shareholders of the Class.
7. All material amendments to this Plan shall be
approved by the non-interested Trustees in the manner described in paragraph 5
above.
8. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Trustees shall be committed to the
discretion of such non-interested Trustees.
9. The definitions contained in Sections 2(a)(19) and
2(a)(42) of the Act shall govern the meaning of "interested
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person(s)" and "vote of a majority of the outstanding voting securities,"
respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date, as
previously defined.
__________________, 1997
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EXHIBIT B
DISTRIBUTION PLAN
DELAWARE GROUP _____________________________
__________________ FUND
__________ FUND B CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Group _________________________ (the "Fund"), for the ______________________
Fund series (the "Series") on behalf of the ______________________ Fund B Class
(the "Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Trustees of the Fund may designate from time to
time. The Plan has been approved by a majority of the Board of Trustees,
including a majority of the Trustees who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto ("non-interested Trustees"), cast in
person at a meeting called for the purpose of voting on such Plan. Such
approval by the Trustees included a determination that in the exercise of
reasonable business judgment and in light of their fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Series and shareholders of
the Class. The Plan has been approved by a vote of the holders of a majority
of the outstanding voting securities of the Class, as defined in the Act.
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The Fund is a Delaware business trust organized under the laws of the
State of Delaware, is authorized to issue different series and classes of
securities and is an open-end management investment company registered under
the Act. Delaware Management Company, Inc. serves as the Series' investment
adviser and manager pursuant to an Investment Management Agreement. Delaware
Service Company, Inc. serves as the Series' shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Series' shares,
including shares of the Class, pursuant to the Distribution Agreement between
the Distributor and the Fund on behalf of the Series ("Distribution
Agreement").
The Plan provides that:
1. (a) The Fund shall pay to the Distributor a monthly fee
not to exceed 0.75% (3/4 of 1%) per annum of the Series' average daily net
assets represented by shares of the Class as may be determined by the Fund's
Board of Trustees from time to time.
(b) In addition to the amounts described in (a) above,
the Fund shall pay (i) to the Distributor for payment to dealers or others, or
(ii) directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of
the Series' average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph 1(a) above to assist in the distribution and promotion of
shares of the Class. Payments made to the Distributor
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under the Plan may be used for, among other things, preparation and
distribution of advertisements, sales literature and prospectuses and reports
used for sales purposes, as well as compensation related to sales and marketing
personnel, and holding special promotions. In addition, such fees may be used
to pay for advancing the commission costs to dealers with respect to the sale
of Class shares.
(b) The monies to be paid pursuant to paragraph 1(b)
above shall be used to pay dealers or others for, among other things,
furnishing personal services and maintaining shareholder accounts, which
services include confirming that customers have received the Prospectus and
Statement of Additional Information, if applicable; assisting such customers in
maintaining proper records with the Fund; answering questions relating to their
respective accounts; and aiding in maintaining the investment of their
respective customers in the Class.
3. The Distributor shall report to the Fund at least monthly on
the amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor
and any others receiving fees under the Plan shall furnish the Board of
Trustees of the Fund with such other information as the Board may reasonably
request in connection with the payments made under the Plan and the use thereof
by the Distributor and others in order to enable the Board
B-3
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to make an informed determination of the amount of the Fund's payments and
whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of
Trustees of the Fund, for their review, on a quarterly basis, a written report
of the amounts expended under the Plan and the purposes for which such
expenditures were made.
5. This Plan shall take effect at such time as the Distributor
shall notify the Fund of the commencement of the Plan (the "Commencement
Date"); thereafter, the Plan shall continue in effect for a period of more than
one year from the Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of Trustees of
the Fund, and of the non-interested Trustees, cast in person at a meeting
called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a
majority of the non-interested Trustees or by vote of a majority of the
outstanding voting securities of the Class.
(b) The Plan may not be amended to increase materially
the amount to be spent for distribution pursuant to paragraph 1 thereof without
approval by the shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination
of the Fund's non-interested Trustees shall be committed to the discretion of
such non-interested Trustees.
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9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of
the Act shall govern the meaning of "interested person(s)" and "vote of a
majority of the outstanding voting securities," respectively, for the purposes
of this Plan.
This Plan shall take effect on the Commencement Date, as previously defined.
____________________, 1997
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EXHIBIT C
DISTRIBUTION PLAN
DELAWARE GROUP ___________________________
____________________________ FUND
___________________ FUND C CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Group ____________________________ (the "Fund"), for the ________________ Fund
series (the "Series) on behalf of the __________________ Fund C Class (the
"Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Trustees of the Fund may designate from time to
time. The Plan has been approved by a majority of the Board of Trustees,
including a majority of the Trustees who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto ("non-interested Trustees"), cast in
person at a meeting called for the purpose of voting on such Plan. Such
approval by the Trustees included a determination that in the exercise of
reasonable business judgment and in light of their fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Series and shareholders of
the Class. The Plan has been approved by a vote of the holders of a majority
of the outstanding voting securities of the Class, as defined in the Act.
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The Fund is a Delaware business trust organized under the laws of the
State of Delaware, is authorized to issue different series and classes of
securities and is an open-end management investment company registered under
the Act. Delaware Management Company, Inc. serves as the Series' investment
adviser and manager pursuant to an Investment Management Agreement. Delaware
Service Company, Inc. serves as the Series' shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Series' shares,
including shares of the Class, pursuant to the Distribution Agreement between
the Distributor and the Fund on behalf of the Series ("Distribution
Agreement").
The Plan provides that:
1.(a) The Fund shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees from time to time.
(b) In addition to the amounts described in paragraph 1(a) above,
the Fund shall pay: (i) to the Distributor for payment to dealers or others or
(ii) directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of
the Series' average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
2.(a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor
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under the Plan may be used for, among other things, preparation and
distribution of advertisements, sales literature and prospectuses and reports
used for sales purposes, as well as compensation related to sales and marketing
personnel, and holding special promotions. In addition, such fees may be used
to pay for advancing the commission costs to dealers with respect to the sale
of Class shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include
confirming that customers have received the Prospectus and Statement of
Additional Information, if applicable; assisting such customers in maintaining
proper records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective
customers in the Class.
3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor
and any others receiving fees under the Plan shall furnish the Board of
Trustees of the Fund with such other information as the Board may reasonably
request in connection with the payments made under the Plan and the use thereof
by the Distributor and others in order to enable the Board
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to make an informed determination of the amount of the Fund's payments and
whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Trustees of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one
year from the Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of Trustees of
the Fund, and of the non-interested Trustees, cast in person at a meeting
called for the purpose of voting on such Plan.
6.(a) The Plan may be terminated at any time by vote of a majority of
the non-interested Trustees or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount
to be spent for distribution pursuant to paragraph 1 thereof without approval
by the shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
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9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously defined.
_______________________, 1997
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