VOYAGEUR FUND DISTRIBUTORS, INC.
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
DEALER SALES AGREEMENT
Dear Sir or Madam:
This Dealer Sales Agreement (the "Agreement") made as of the date set forth
below, by and between Voyageur Fund Distributors, Inc., (the "Underwriter"), and
you (the "Dealer"), sets forth the terms of selling arrangements between the
Underwriter and you as Dealer.
WHEREAS, the Underwriter has entered into Distribution Agreements with
certain investment companies, including open-end investment companies and unit
investment trusts (the "Funds"), under which the Underwriter was engaged and
agreed to act as principal underwriter of the securities of such Funds to the
public, either through dealers or otherwise; and
WHEREAS, the parties hereto desire that the Dealer be a member of a selling
group to sell and distribute shares or units of the Funds' securities to the
public;
NOW, THEREFORE, the Dealer hereby offers to become a member in a selling
group to sell and distribute the Funds' securities to the public and to render
certain shareholder services, subject to the following terms and conditions.
1. ACCEPTANCE OF SUBSCRIPTIONS. Subscriptions solicited by you will be
accepted only at the price, in the amounts, and on the terms which are set forth
in the then current Prospectuses (the term "Prospectus" shall also include any
Statement of Additional Information incorporated therein by reference) of the
Funds.
2. DEALER DISCOUNT AND OTHER COMPENSATION. The Dealer shall receive, for
sales of the Funds' shares or units, the applicable Dealer Discount or other
compensation as set forth in the then current prospectus of the relevant Fund.
Additionally, with respect to certain of the Funds, the Dealer may be entitled
to receive additional compensation upon such terms and conditions and in such
amounts as set forth in such Prospectus (and on Schedule A attached hereto with
respect to sales of money market Funds) for providing to Fund shareholders
certain personal and account maintenance services (including, but not limited
to, responding to shareholder inquiries and providing information on their
investments) not otherwise required to be provided by the applicable Funds'
investment adviser or transfer agent ("Service Fees") or (in addition to the
aforementioned Dealer Discount) for sales of the applicable Fund's securities("
Distribution Fees"). These additional amounts may be amended in the Prospectus
or Schedule A in whole or in part without notice from time to time by the
Underwriter.
3. ORDERS. Orders to purchase shares or units of any Fund shall be placed
as described in the then current Prospectus of the applicable Fund and as
instructed from time to time by the Underwriter. Orders shall be placed promptly
upon receipt, and there shall be no postponement of orders received so as to
profit the Dealer by reason of such postponement. Each order shall be confirmed
by the Dealer in writing on the day such order was placed. Payment for shares or
units ordered from us shall be in New York or Boston clearinghouse funds
received by us by the later of: (i) the end of the fifth business day following
your receipt of the customer's order to purchase such shares or units or (ii)
the end of one business day following your receipt of the customer's payment for
such shares or units, but in no event later than the end of the eighth business
day following your receipt of the customer's order; PROVIDED, HOWEVER, that
commencing as of June 1, 1995 and in accordance with Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended, payment for such shares or units
must be received by us not later than the end of the third business day
following your receipt of the customer's order. If such payment is not received
by us, we reserve the right, without notice, forthwith to cancel the sale, or,
in the case of shares, at our option, to sell the shares ordered back to the
issuer, in which case we may hold you responsible for any loss, including loss
of profit, suffered by us resulting from your failure to make payment as
aforesaid.
4. GENERAL. In soliciting purchases of shares or units of any Fund, the
Dealer shall act as an independent contractor and not as an agent of the
Underwriter or the Fund. The Dealer agrees that neither the Underwriter nor any
other dealer nor any of the Funds shall be deemed an agent of the Dealer.
Nothing herein shall constitute the Dealer as a partner of the Underwriter, any
other dealer or any of the Funds, or render any such entity liable for
obligations of the Dealer. The Dealer understands and agrees that each
shareholder account which includes shares or units of any Fund subject to the
Fund's contingent deferred sales charge (as described in the applicable Fund's
current Prospectus) shall not be included the Dealer's omnibus or house account,
if any, but shall be established as a separate shareholder account in which
purchase and redemption transactions are reported separately to the Underwriter.
5. DEALER'S UNDERTAKINGS. No person is authorized to make any
representation concerning shares or units of any Fund except those contained in
the then current Prospectus of the applicable Fund. The Dealer shall not sell
shares or units of any Fund pursuant to this Agreement unless the then current
Prospectus of the applicable Fund is furnished to the purchaser prior to the
offer and sale. The Dealer shall not use any supplemental sales literature of
any kind without prior written approval of the Underwriter unless it is
furnished by the Underwriter for such purpose. In offering and selling shares or
units of any Fund, the Dealer will rely solely on the representations contained
in the then current Prospectus of the applicable Fund. With respect to any Fund
offering multiple classes of shares, the Dealer shall disclose to prospective
investors the existence of all available classes of such Fund and shall
determine the suitability of each available class as an investment for each such
prospective investor. Notwithstanding Paragraph 8 of this Agreement, the Dealer
agrees to indemnify and to hold harmless the Funds and/or the Underwriter from
and against any and all claims, liability, expense or loss in any way arising
out of or in any way connected with (i) any violation of this Xxxxxxxxx 0, (xx)
any account established by the Dealer, or for which the Dealer is broker-dealer
of record, with a "transfer on death", "payable on death" or other similar
restriction or (iii) arising out of or in any way connected with the Dealer's
willful, reckless or negligent violation of any law, regulation, contract or
other arrangement; provided that the notice provisions set forth in Paragraph 9
with respect to the Underwriter shall apply equally under this Agreement with
respect to the Dealer.
6. REPRESENTATIONS AND AGREEMENTS OF THE DEALER. By accepting this
Agreement, the Dealer represents that it: (i) is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended; (ii) is qualified to act
as a dealer in each jurisdiction in which it will offer shares of any Fund;
(iii) is a member in good standing of the National Association of Securities
Dealers, Inc.; and (iv) will maintain such registrations, qualifications and
memberships throughout the term of this Agreement. The Dealer shall comply with
all applicable federal laws, the laws of each jurisdiction in which it will
offer shares of any Fund, and the rules and regulations of the National
Association of Securities Dealers, Inc. The Dealer shall not be entitled to any
compensation during any period in which it has been suspended or expelled from
membership in the National Association of Securities Dealers, Inc.
7. DEALER'S EMPLOYEES. By accepting this Agreement, the Dealer assumes full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of shares
of the Fund, giving special emphasis to the principles of full and fair
disclosure to prospective investors.
8. INDEMNIFICATION. Except as otherwise provided in this Agreement, the
Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each
person, if any, who controls the Dealer within the meaning of Section 15 of the
Securities Act of 1933 (the "Act") and their respective successors and assigns
(hereinafter in this paragraph separately and collectively referred to as the
"Defendants") from and against any and all losses, claims, demands or
liabilities, joint or several, to which the Defendants may become subject under
the Act, at common law or otherwise (including any legal or other expense
reasonably incurred in connection therewith), insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement of a material fact contained in the then current
Prospectuses (and/or Statements of Additional Information) of the Funds or arise
out of or are based upon the omission or alleged omission to state therein a
material fact that is required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided that this indemnity agreement is subject to the
condition that notice be given as provided in paragraph 9.
9. NOTICE. Upon the presentation in writing of any claim or the
commencement of any suit against any Defendant in respect of which
indemnification may be sought from the Underwriter on account of its agreement
contained in the preceding sentence, such Defendant shall with reasonable
promptness give notice in writing of such suit to the Underwriter, but failure
so to give such notice shall not relieve the Underwriter from any liability that
it may have to the Defendants otherwise than on account of said indemnity
agreement. The Underwriter shall be entitled to participate at its own expense
in the defense, or, if it so elects, to assume the defense of any such claim or
suit, but if the Underwriter elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Defendants who are
parties to such suit or against whom such claim is presented. If the Underwriter
elects to assume the defense and retain such counsel as herein provided, such
Defendant shall bear the fees and expenses subsequently incurred of any
additional counsel retained by them. The Underwriter agrees to notify the Dealer
promptly, as soon as it has knowledge thereof, of the commencement of any
litigation or proceedings against the Underwriter or any of the Funds or any of
their directors or officers, in connection with the offer or sale of shares of
the Funds' common stock to the public. The Underwriter's obligation under this
paragraph shall survive the termination of this Agreement.
10. ASSIGNMENT. The Underwriter may assign this Agreement to an affiliate
upon notice to the Dealer. This Agreement may not be assigned by the Dealer.
11. TERMINATION. Either party may terminate this Agreement at any time upon
giving written notice to the other party hereto. This Agreement shall terminate
automatically upon an "assignment" as defined in the Investment Company Act of
1940.
12. WAIVER. No failure, neglect or forbearance on the part of the
Underwriter to require strict performance of this Agreement shall be construed
as a waiver of the rights or remedies of the Underwriter hereunder.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Minnesota without reference to the choice of laws or
conflicts principles of such state.
14. SUSPENDING SALES, AMENDING OR CANCELING THIS AGREEMENT. The Underwriter
may, at any time, without notice, suspend sales or withdraw any offering of
shares entirely. The Underwriter reserves the right to amend or cancel this
Agreement upon notice to you. The Dealer agrees that any order to purchase
shares of Funds placed after notice of any amendment to this Agreement has been
sent to the Dealer shall constitute the Dealer's agreement to any such
amendment.
DEALER:
_____________________________ __________________________
(Name) (NSCC Clearing Number)
_____________________________ __________________________
(Tax Identification Number) (NSCC Executing Broker Symbol)
_____________________________ __________________________
(Street Address) (Telephone Number)
_____________________________
(City) (State) (Zip)
Date of offer:__________________, 19___
By________________________________________________
(Signature)
Please Print Name_________________________________
Its_______________________________________________
(Title)
VOYAGEUR FUND DISTRIBUTORS, INC.
By:_____________________________
Name: Xxxxx X. Xxxxxxxxxx
Title : President
SCHEDULE A
MONEY MARKET SHARES
A. For money market shares sold by a dealer participating in the Voyageur Cash Advantage Program*:
Average Annual
Fund Aggregate Balance Annual Fee
---- ----------------- ----------
Voyageur Cash Trust Series $0 - $5 million.............. .40%
Voyageur Minnesota Municipal Cash Trust over $5 million - $10 million .45%
over $10 million............. .50%
Voyageur California Municipal Cash Trust not applicable............... .25%
Voyageur Florida Municipal Cash Trust not applicable............... .25%
B. For money market shares sold by a dealer not participating in the Voyageur Cash Advantage Program*:
Average Annual
Fund Aggregate Balance Annual Fee
---- ----------------- -----------
Voyageur Cash Trust Series not applicable............... .30%
Voyageur Minnesota Cash Trust Series not applicable .............. .25%
Voyageur California Cash Trust Series not applicable .............. .25%
Voyageur Florida Cash Trust Series not applicable............... .25%
* The Voyageur Cash Advantage Program permits broker/dealers to use the Voyageur
Cash Trust Series of Money Market Funds and additional selected money market
funds as a "proprietary" money market fund family. In order to participate in
the Program, broker/dealers must communicate purchase and sell orders to
Voyageur through electronic or telephonic media, must maintain a single omnibus
account for each applicable Cash Trust Series and must perform all necessary
subaccounting and record keeping for individual client accounts.
