EXHIBIT 99.E1(i)
DELAWARE GROUP EQUITY FUNDS I
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this ____ day of
______, 2003 by and between DELAWARE GROUP EQUITY FUNDS I, a Delaware business
trust (the "Trust"), for the series identified on Schedule I attached hereto,
as from time to time amended (the "Series"), and DELAWARE DISTRIBUTORS, L.P.
(the "Distributor"), a Delaware limited partnership.
WITNESSETH
WHEREAS, the Trust 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 Trust desires to enter into an agreement with the Distributor
as of the date hereof, pursuant to which the Distributor shall serve as the
national distributor of each class of each Series identified on Schedule I
hereto, as from time to time amended, which Trust, Series and classes may do
business under the names set forth on Schedule I hereto or such other names as
the Board of Trustees may designate from time to time, on the terms and
conditions set forth below.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. The Trust hereby engages the Distributor to promote the distribution of
the shares of each Series and, in connection therewith and as agent for
the Trust and not as principal, to advertise, promote, offer and sell
shares of each Series to the public.
2. (a) The Distributor agrees to serve as distributor of each Series'
shares and, as agent for the Trust and not as principal, to
advertise, promote and use its best efforts to sell each
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 Trust's Registration Statement under the Securities Act
of 1933, including the Prospectuses contained therein and the
Statements of Additional Information contained therein, as may
be mutually determined by the Trust and the Distributor from
time to time.
(b) For the Institutional Class Shares of each Series, 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.
(c) For its services as agent for the Class A Shares, Class B
Shares, Class C Shares and Class R Shares of each Series, 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 for such Series, as amended and supplemented from
time to time and may allow concessions to dealers in such
amounts and on such terms as are therein set forth.
1
(d) For the Class A Shares, Class B Shares, Class C Shares and
Class R Shares of each Series, the Trust 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, Class C Shares and Class R 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 Exhibits and at the rates set
forth on Schedule I hereto, as from time to time amended, or at
such lower rates as may be set from time to time by the Board
in agreement with the Trust.
3. (a) The Trust agrees to make available for sale by the Trust
through the Distributor all or such part of the authorized but
unissued shares of beneficial interest of the Series as the
Distributor shall require from time to time and, except as
provided in Paragraph 3(b) hereof, the Trust will not sell
Series' shares other than through the efforts of the
Distributor.
(b) The Trust reserves the right from time to time (1) to sell and
issue shares other than for cash; (2) to issue shares 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 shares of beneficial interest at the
option of its shareholders, or to sell shares of beneficial
interest to existing shareholders to the extent of dividends
payable from time to time in cash, or to split up or combine
its outstanding shares; (4) to offer shares for cash to its
shareholders 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 Distributor may, at its expense, select and contract with one or
more registered broker-dealers to perform some or all of the services
for a Series for which it is responsible under this agreement. The
Distributor will be responsible for paying the compensation, if any, to
any such broker-dealer for its services with respect to the Series. The
Distributor may terminate the services of any such broker-dealer at any
time in its sole discretion, and shall at such time assume the
responsibilities of such broker-dealer unless or until a replacement is
selected and approved by the Board of Trustees. The Distributor will
continue to have responsibility for all distribution-related services
furnished by any such broker-dealer.
5. The Trust warrants the following:
(a) The Trust 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 Trust is bound, nor do they violate
any law or regulation of any body having jurisdiction over the
Trust or its property.
6. (a) The Trust will supply to the Distributor a conformed copy of
the Registration Statement and all amendments thereto,
including all exhibits and each Prospectus and Statement of
Additional Information.
2
(b) The Trust will register or qualify the Series' shares for sale
in such states as is deemed desirable.
(c) The Trust, 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 shareholders;
(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) 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 not previously
have been advised or to which the Distributor shall
reasonably object (based upon the accuracy or
completeness thereof) in writing;
(6) will continue to make available to its shareholders (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, as amended; and
(7) will, for the purpose of computing the offering price of
each class of each Series' shares, advise the
Distributor within two hours 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 each class of each Series' shares of beneficial
interest outstanding, determined in accordance with any
applicable provisions of law and the provisions of the
Agreement and Declaration of Trust, as amended, of the
Trust as of the close of business on such business day.
In the event that prices are to be calculated more than
once daily, the Trust will promptly advise the
Distributor of the time of each calculation and the
price computed at each such time.
3
7. The Distributor agrees to submit to the Trust, 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 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 Trust if any
regulatory agency expresses objection thereto or if the Trust delivers
to the Distributor a written objection thereto.
8. 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 Trust's Prospectuses, as amended from time to time,
determined in accordance with any applicable provision of law, the
provisions of its Agreement and Declaration of Trust and the Conduct
Rules of NASD Regulation, Inc.
9. 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 Trust, and shall not
purchase or sell such shares as principal. Orders for Series' shares
and payment for such orders shall be directed to the Trust's agent,
Delaware Service Company, Inc., for acceptance on behalf of the Trust.
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 Trust.
10. With respect to the apportionment of costs between the Trust and the
Distributor of activities with which both are concerned, the following
will apply:
(a) The Trust and the Distributor will cooperate in preparing the
Registration Statements, the Prospectuses, the Statements of
Additional Information, and all amendments, supplements and
replacements thereto. The Trust will pay all costs incurred in
the preparation of the Trust'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 Trust 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
Trust financial and other reports and other Trust literature
supplied to the Distributor by the Trust for sales promotion
purposes.
4
11. 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.
12. The Trust agrees to indemnify, defend and hold harmless from the assets
of the relevant 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 Trust shall not be liable for indemnification of the
Distributor or any controlling person thereof for any liability to the
Trust or its shareholders 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.
13. 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 service, in
all cases within the time or times herein prescribed, addressed to the
recipient at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, or
at such other address as the Trust or the Distributor may designate in
writing and furnish to the other.
14. 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 Trust without
the written consent of the Distributor signed by its duly authorized
officers and delivered to the Trust. 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.
15. (a) This Agreement shall be executed and become effective as of the
date first written above, and shall become effective with
respect to a particular Series as of the effective date set
forth in Schedule I for that Series. It shall remain in force
for a period of two years from the date hereof for each Series
and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the
Board of Trustees or, with respect to each Series, by vote of a
majority of the outstanding voting securities of that Series
and only if the terms and the renewal thereof have been
approved by the vote of a majority of the Trustees of the Trust
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.
5
(b) The Distributor may terminate this Agreement as to any Series
on written notice to the Trust 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 as to any Series at any time
by giving the Trust 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
Trust.
(c) The Trust may terminate this Agreement as to any Series 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 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 Trust may also terminate this Agreement as to any
Series 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.
16. The validity, interpretation and construction of this Agreement, and of
each part hereof, will be governed by the laws of the Commonwealth of
Pennsylvania.
17. 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.
DELAWARE DISTRIBUTORS, INC.,
General Partner
By:__________________________________
Name:
Title:
DELAWARE GROUP EQUITY FUNDS I on behalf of the
Series listed on Schedule I
By:__________________________________
Name:
Title:
6
EXHIBIT A
CLASS A
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant to
Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds I (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the A Class shares of each such Series identified on Schedule I
as amended from time to time (the "Class"), which Trust, Series and Classes
may do business under these or such other names as the Board of Trustees of
the Trust 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 Trust 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 each such Series and shareholders of each such Class.
The Trust is a 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 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
Trust on behalf of each Series ("Distribution Agreement").
The Plan provides that:
l. The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on
Schedule I for such Class as may be determined by the Trust's Board of
Trustees from time to time. Such monthly fee shall be reduced by the aggregate
sums paid by the Trust 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 others to furnish,
services and incentives in connection with the promotion, offering and sale of
the relevant Class shares and, where suitable and appropriate, the retention
of such 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 Trust, (2) answering questions relating to
their respective accounts, and (3) aiding in maintaining the investment of
their respective customers in the Class.
A-1
3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Trust 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 Trust 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 Trust" payments with respect to each Class and whether
the Plan should be continued with respect to each Class.
4. The officers of the Trust shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the amounts
expended under the Plan with respect to each Class and the purposes for which
such expenditures were made.
5. This Plan shall take effect with respect to the A Class of a particular
Series as of the effective date set forth on Schedule I (the "Commencement
Date"); thereafter, the Plan shall continue in effect with respect to the A
Class of a particular Series 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 Trust, 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 as to the A Class of any particular
Series 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 such Class.
(b) The Plan may not be amended as to the A Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such 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
Trust'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 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.
April 19, 2001
A-2
EXHIBIT B
CLASS B
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant to
Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds I (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the B Class shares of each such Series identified on Schedule I
as amended from time to time (the "Class"), which Trust, Series and Classes
may do business under these or such other names as the Board of Trustees of
the Trust 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 Trust 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 each such Series and shareholders of each such Class.
The Trust is a 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 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
Trust on behalf of each Series ("Distribution Agreement").
The Plan provides that:
l. (a) The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on
Schedule I for such Class as may be determined by the Trust's Board of
Trustees from time to time.
(b) In addition to the amounts described in (a) above, the Trust shall
pay (i) to the Distributor for payment to dealers or others, or (ii) directly
to others, an amount not to exceed the service fee rate set forth on Schedule
I for such 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 l (a) above to assist in the distribution and promotion of shares of
the relevant Class. Payments made to the Distributor 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 the relevant 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 Trust; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective
customers in the relevant Class.
B-1
3. The Distributor shall report to the Trust 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 Trust 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 Trust with such other information as the Board may reasonably
request in connection with the payments made under the Plan with respect to
each Class and the use thereof by the Distributor and others in order to
enable the Board to make an informed determination of the amount of the
Trust's payments and whether the Plan should be continued with respect to each
Class.
4. The officers of the Trust shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the amounts
expended under the Plan with respect to each Class and the purposes for which
such expenditures were made.
5. This Plan shall take effect with respect to the B Class of a particular
Series as of the effective date set forth on Schedule I (the "Commencement
Date"); thereafter, the Plan shall continue in effect with respect to the B
Class of a particular Series 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 Trust, 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 as to the B Class of any particular
Series 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 such Class.
(b) The Plan may not be amended as to the B Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such 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
Trust'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 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.
April 19, 2001
B-2
EXHIBIT C
CLASS C
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant to
Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds I (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the C Class shares of each such Series identified on Schedule I
as amended from time to time (the "Class"), which Trust, Series and Classes
may do business under these or such other names as the Board of Trustees of
the Trust 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 Trust 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 each such Series and shareholders of each such Class.
The Trust is a 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 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
Trust on behalf of each Series ("Distribution Agreement").
The Plan provides that:
l. (a) The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on
Schedule I for such Class as may be determined by the Trust's Board of
Trustees from time to time.
(b) In addition to the amounts described in (a) above, the Trust shall
pay (i) to the Distributor for payment to dealers or others, or (ii) directly
to others, an amount not to exceed the service fee rate set forth on Schedule
I for such 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 l (a) above to assist in the distribution and promotion of shares of
the relevant Class. Payments made to the Distributor 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 the relevant 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 Trust; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective
customers in the relevant Class.
C-1
3. The Distributor shall report to the Trust 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 Trust 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 Trust with such other information as the Board may reasonably
request in connection with the payments made under the Plan with respect to
each Class and the use thereof by the Distributor and others in order to
enable the Board to make an informed determination of the amount of the
Trust's payments and whether the Plan should be continued with respect to each
Class.
4. The officers of the Trust shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the amounts
expended under the Plan with respect to each Class and the purposes for which
such expenditures were made.
5. This Plan shall take effect with respect to the C Class of a particular
Series as of the effective date set forth on Schedule I (the "Commencement
Date"); thereafter, the Plan shall continue in effect with respect to the C
Class of a particular Series 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 Trust, 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 as to the C Class of any particular
Series 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 such Class.
(b) The Plan may not be amended as to the C Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such 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
Trust'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 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.
April 19, 2001
C-2
EXHIBIT D
CLASS R
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant to
Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds I (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the R Class shares of each such Series identified on Schedule I
as amended from time to time (the "Class"), which Trust, Series and Classes
may do business under these or such other names as the Board of Trustees of
the Trust 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 Trust 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 each such Series and shareholders of each such Class.
The Trust is a 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 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
Trust on behalf of each Series ("Distribution Agreement").
The Plan provides that:
l. The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on
Schedule I for such Class as may be determined by the Trust's Board of
Trustees from time to time. Such monthly fee shall be reduced by the aggregate
sums paid by the Trust 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 others to furnish,
services and incentives in connection with the promotion, offering and sale of
the relevant Class shares and, where suitable and appropriate, the retention
of such 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 Trust, (2) answering questions relating to
their respective accounts, and (3) aiding in maintaining the investment of
their respective customers in the Class.
D-1
3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Trust 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 Trust 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 Trust" payments with respect to each Class and whether
the Plan should be continued with respect to each Class.
4. The officers of the Trust shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the amounts
expended under the Plan with respect to each Class and the purposes for which
such expenditures were made.
5. This Plan shall take effect with respect to the R Class of a particular
Series as of the effective date set forth on Schedule I (the "Commencement
Date"); thereafter, the Plan shall continue in effect with respect to the R
Class of a particular Series 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 Trust, 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 as to the R Class of any particular
Series 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 such Class.
(b) The Plan may not be amended as to the R Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such 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
Trust'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 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.
May 1, 2003
D-2
SCHEDULE I
This Schedule to the Distribution Agreement between Delaware Group Equity
Funds I and Delaware Distributors, L.P. entered into as of _______, 2003
pursuant to this Agreement, along with the 12b-1 Plan rates, if applicable,
for each class and the date on which the Agreement became effective for each
Series.
Portion designated as
Total 12b-1 Plan Fee Rate Service Fee Rate (per
(per annum of the Series' annum of the Series'
average daily net assets average daily net assets
represented by shares of represented by shares of
Series Name Class Names the Class) the Class) Effective Date
Delaware Balanced Fund A Class .30% April 19, 2001
B Class 1.00% .25% April 19, 2001
C Class 1.00% .25% April 19, 2001
R Class .60% May 1, 2003
Institutional Class April 19, 2001
Delaware Devon Fund A Class .30% April 19, 2001
B Class 1.00% .25% April 19, 2001
C Class 1.00% .25% April 19, 2001
R Class .60% May 1, 2003
Institutional Class April 19, 2001
I-1