DELAWARE(SM)
INVESTMENTS VISION MUTUAL FUND GATEWAY(R) AGREEMENT
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Dear Financial Services Firm:
Your firm ("Firm") has entered into a Dealer's Agreement with Delaware
Distributors, LP ("DDLP"), the principal underwriter and distributor of the
Delaware Investments Family of Funds ("Funds"), and has, or will have clients
that are shareholders ("Shareholders") in the Funds for which Delaware Service
Company, Inc. ("DSC") is the shareholder service agent. The Firm desires to take
advantage of the Internet and Vision Mutual Fund Gateway Services ("Vision"), a
product offered by DST Systems, Inc. ("DST"), to access account information and
certain on-line transaction request capabilities on behalf of Shareholders
listing the Firm as the broker/dealer of record. This letter agreement sets
forth the procedures, terms and conditions pursuant to which the Firm may use
Vision to access account information and process on-line transactions
("Transactions").
The Firm agrees to promptly provide complete registration instructions on all
new accounts established through Vision. The Firm agrees that DSC may reformat
the registration of any new accounts to conform with DSC registration standards.
The Firm will use its best efforts to place Vision purchases at the correct
breakpoints, taking into consideration any applicable letter of intent or rights
of accumulation with respect to their customers. The Firm acknowledges that,
absent such Firm efforts, DSC is unable to assure that any purchase will be
placed at other than the Fund's maximum offering price. The Firm shall retain
all original documentation received from Shareholders relating to transactions
processed through Vision (including, but not limited to, new account
applications), in such a manner that it can be promptly retrieved and provided
to DSC upon request. The obligation to retain each original document shall
survive the termination of this Agreement for a period of seven (7) years after
termination of the applicable Shareholder's account. The Firm acknowledges and
agrees that DSC will not accept Vision purchase orders for new accounts for
which Investors Fiduciary Trust Company ("IFTC") is the designated trustee or
custodian, unless otherwise agreed to by IFTC and DDLP.
The Firm represents and warrants to DSC that each Transaction submitted by the
Firm is rightful and authorized by the Shareholder whose Fund account is
affected by a Transaction. The Firm acknowledges that this Agreement is intended
to be, and is, permissive on the part of DSC and not mandatory. DSC may require
partial or full documentation before effecting any Transaction whenever DSC, in
its sole discretion, deems obtaining such documentation to be appropriate or
desirable and DSC shall not be liable for any loss due to a delay resulting from
such request. The Firm understands and agrees that if for any reason it is
unable to effect Transactions via Vision for any reason, the Firm must utilize
an alternative procedure to assure that such transactions are received by DSC in
an alternative way, such as through the confirmed wire order or confirmed
redemption system.
If a transaction request is placed erroneously by the Firm, the Firm represents
that it will correct the error and return the redemption proceeds, if
applicable, to DSC within 72 hours. The Firm further represents and warrants
that it will immediately reimburse DSC for any interest and market loss
resulting from any erroneously placed Transactions. Breach by the Firm of this
representation or warranty may, at the option of DSC, result in immediate
termination of this Agreement, in addition to any other legal remedies available
to DSC.
The Firm represents and warrants that it has the necessary facilities, equipment
and personnel to perform its duties and obligations hereunder in a businesslike
and competent manner and in conformance with all laws, rules and regulations and
the Funds' prospectuses and statements of additional information. In using the
information accessed via Vision, the Firm agrees to abide by all laws and
regulations governing the industry or business, including without limitation the
requirement that you not distribute the accessed information to prospective
investors unless it is preceded or accompanied by current prospectuses for the
Funds being offered.
DSC makes no representation and hereby excludes any warranty, express or
implied, about the accuracy, completeness, timeliness, or suitability for any
purpose of the information accessible via Vision or about the performance or
availability of Vision or any databases accessible through Vision. All such
information, Vision, and accessible databases are provided or made available "as
is". To the extent allowed by applicable law, DSC hereby disclaims all
warranties and conditions with regard to such information, Vision and accessible
databases including without limitation all implied warranties and conditions of
merchantability, fitness for a particular purpose and non-infringement. The
information provided via Vision is not intended to satisfy any compliance or
regulatory conditions set forth by any governing body of the securities
industry. The Firm agrees that it is responsible for verifying the accuracy of
information obtained through Vision as received.
The Firm agrees that quoted rates and yields for the Funds accessible through
Vision reflect past performance and do not necessarily indicate future results
and that shares of the Funds are not deposits or obligations of, or guaranteed
or insured by, any bank, the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other agency, are subject to risk, including possible loss
of principal, and will fluctuate in value. The Firm agrees that all financial
determinations, including without limitation suitability determinations, is the
responsibility of the Firm and not that of the Funds, DSC or DDLP.
The Firm agrees to only access information or enter Transactions for Shareholder
accounts for which the Firm is listed as the broker/dealer of record. The Firm
agrees that it will not deliberately attempt to access information or enter
Transactions for Shareholder accounts for which the Firm is not listed as the
broker/dealer of record and shall immediately terminate such access and inform
DSC. The Firm is responsible for notifying DST of the specific dealers,
dealer/branches, or dealer/representative authorized by the Firm to have access
to Vision and for specifying the security criteria for each Vision user ("User")
in accordance with the procedures established by DST from time to time. The Firm
is solely responsible for any unauthorized or improper use of Vision and is
responsible for notifying DST if it discovers or should have discovered that the
security of any Vision password or ID assigned by DST (at the Firm or User
level) or any other Vision security feature is jeopardized or otherwise
compromised. DSC reserves the right to terminate Vision User's ID for any
reason, including non-use.
The Firm agrees to indemnify the Funds, DSC, DDLP, their affiliates and the
officers, trustees directors, employees, agents, affiliates, successors and
assigns of each of the foregoing entities and hold each of them harmless for any
and all loss, claim, demand, damage or liability, including reasonable attorneys
fees and other costs, to which any of them may be or become subject as a result
or arising out of any breach of the Firm's representations or warranties herein;
or as a result or arising out of the Firm's failure to comply with the terms of
this Agreement; or as a result or arising out of the Firm's action or inaction
relating to any duties, functions, procedures or responsibilities undertaken by
the Firm pursuant to Vision including that which may arise out of the
malfunction of the Firm's equipment, systems or programs; or attributable to the
Firm's negligence in using Vision or in using or distributing information
accessed through Vision. At the request of the Funds, DSC, DDLP or their
affiliates, the Firm shall provide an appropriate defense against any such loss,
claim, demand, damage or liability. In no event shall DSC, the Funds, DDLP or
their affiliates be liable for any actual, special, incidental, direct,
indirect, punitive, exemplary or consequential damages or any damages whatsoever
arising out of or in connection with the use of Vision, the information
accessible through Vision, or the reliance thereon, including without limitation
damages arising from the loss of profits, misinformation or the risks of the
stock market.
The Firm agrees to be bound by the provisions of the current Dealer's Agreement
which it has executed with DDLP the terms of which are incorporated by reference
herein. This Agreement shall be construed in accordance with the laws of
Pennsylvania. This Agreement may not be assigned by either party without the
prior written consent of the other party.
Please confirm the Agreement by executing one copy of this Agreement below and
returning it to us. Keep the enclosed duplicate copy for your records.
DELAWARE DISTRIBUTORS, L.P. DELAWARE SERVICES COMPANY, INC.
By:___________________________ By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: ______________________ Title: Vice President, Broker Operations
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We have read the foregoing agreement and accept and agree to the terms and
conditions thereof.
Witness _______________________ Firm ________________________________
Dated _______________________ By: ________________________________
Title: ________________________________
