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FORM OF AGREEMENT
SUBJECT TO BOARD APPROVAL
[DELAWARE GROUP _____________________]
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this ____ day of _______________, 199__ by
and between [DELAWARE GROUP ___________________________] (the "Fund"), a
[Maryland Corporation], for the [_________________ series and the
__________________________ series (collectively "the Series"),] and DELAWARE
SERVICE COMPANY, INC. ("DSC"), a Delaware Corporation, each having its
principal office and place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Fund and
Delaware Management Company, Inc. provide that the Fund shall conduct its own
business and affairs and shall bear the expenses and salaries necessary and
incidental thereto including, but not in limitation of the foregoing, the costs
incurred in: the maintenance of its corporate existence; the maintenance of
its own books, records and procedures; dealing with its own shareholders; the
payment of dividends; transfers of stock, including issuance and redemption of
shares; reports and notices to stockholders; calling and holding of stockholder
meetings; miscellaneous office expenses; brokerage commissions; legal and
accounting fees; taxes; and federal and state registration fees; and
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WHEREAS, the Fund and DSC desire to have a written agreement
concerning the performance of the foregoing services and providing compensation
therefor.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for
the Series to provide as agent for the Fund services as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby
accepts such appointment and agrees to provide the Fund, as its agent, the
services described herein.
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available to
DSC (or has given DSC an opportunity to examine) copies of, and DSC represents
that it has received from the Fund (or is otherwise familiar with), the
following documents:
(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.
(b) The By-Laws of the Fund;
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(c) Any resolution or other action of the Fund or the
Board of Directors of the Fund establishing or affecting the rights, privileges
or other status of each class or series of shares of the Fund, including those
relating to the Series or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of
Directors of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;
(e) The forms of share certificates of the Series in the
forms approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectuses
and Statement of Additional Information under the Securities Act of 1933, if
effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;
(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;
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(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified
copy of any resolution of the stockholders or the Board of Directors of the
Fund providing for a dividend, capital gains distribution, distribution of
capital, stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificates or the books
recording the same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or
effecting such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the validity
of such action, if requested by DSC.
2.5 The Fund warrants the following:
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(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which it issues will be properly registered and lawfully issued
under applicable federal and state laws.
(b) The provisions of this contract 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.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer
agent under the Securities and Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.
(b) The provisions of this contract do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. STOCK CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the
Fund's expense, a sufficient supply of blank stock certificates for the Series,
and from time to time will replenish such supply upon the request of DSC. The
Fund agrees to indemnify and exonerate, save and hold DSC harmless, from and
against any and all claims or demands that may be asserted against DSC
concerning the genuineness of any stock certificate supplied to DSC pursuant to
this Section.
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3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom issued,
or (b) as unissued, establishing the safekeeping, cancellation or destruction
thereof.
3.3 The Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign stock certificates or in the form thereof. If
an officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto promptly
provide to DSC any approval, adoption or ratification as may be required by
DSC.
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Fund, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine
the total shares to be issued and issue such shares by crediting shares to
accounts created and maintained in the registration forms provided; as
applicable, prepare, issue and deliver stock certificates.
(b) Upon proper transfer authorization, transfer shares
by debiting transferor-stockholder accounts and crediting such shares to
accounts created and/or maintained for transferee-stockholders; if applicable,
issue and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the
total shares redeemed and to be redeemed; determine the total redemption
payments made and to be made; redeem shares by debiting stockholder accounts;
as applicable receive and cancel stock
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certificates for shares redeemed; and remit or cause to be remitted the
redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control
cash due and paid, shares issued and to be issued, cash remitted and to be
remitted and shares debited and credited to accounts; provide such notices,
instructions or authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to stockholders of each Series dividends,
capital gains distributions or any payments from other sources as directed by
the Fund. In connection therewith, but not in the limitation thereof, DSC
shall:
(a) Calculate the total disbursement due and payable and
the disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and mail checks
therefor.
(c) Calculate the total disbursement for each stockholder
of each Series, as aforesaid, for which Series' shares are to be issued and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof.
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(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.
5.2 DSC shall not be required to make any disbursement upon the
receipt of DSC from the Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Series, DSC shall
provide those services ancillary to, but in implementation of, the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in
limitation thereof, DSC shall:
(a) Except where instructed in writing by the Fund not to
do so, and where in compliance with applicable law, accept orders on behalf of
the Fund; receive and process investments and applications; remit to the Fund
or its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports and Series
prospectuses.
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(d) Prepare and mail proxies and material for Fund
stockholder meetings,
receive and process proxies from stockholders, and deliver such proxies as
directed by the Fund.
(e) Administer investment plans offered by the Fund to
investors and stockholders of each Series, including retirement plans,
including activities not otherwise provided in Section I through V of this
Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.
7.3 DSC may request or receive instructions from the Fund and may,
at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter arising in connection with the performance of its
duties hereunder, and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.
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7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.
7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds of the
Delaware Group and to others, and may be used to perform other services for the
Fund, the other funds of the Delaware Group and others.
7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type services provided hereunder by
other institutions providing the same or similar services, and, those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment advisor and the
Fund's distributor and serves the other funds of the Delaware Group (DSC having
been originally established to provide the services hereunder for the funds of
the Delaware Group), advantages and benefits to the Fund in the employment of
DSC hereunder can be available which may not generally be available to it from
others providing similar services.
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8.2 The Fund and DSC further acknowledge that the compensation by
the Fund to DSC is intended to induce DSC to provide services under this
Agreement of a nature and quality which the Board of Directors of the Fund,
including a majority who are not parties to this Agreement or interested person
of the parties hereto, has determined after due consideration to be necessary
for the conduct of the business of the Fund, in the best interests of the Fund,
the Series and their stockholders.
8.3 Compensation by the Fund to DSC hereunder shall be determined
in accordance with Schedule A hereto as it shall be amended from time to time
as provided for herein and which is incorporated herein as a part hereof.
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of
Directors of the Fund at least annually and may be reviewed and approved more
frequently at the request of either party. The Board may request, and DSC
shall provide, such information as the Board may reasonably require to evaluate
the basis of and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigation or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the
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Fund's affairs in accordance herewith or in accordance with Guidelines or
instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the
date first written above if approved by a vote of the Board of Directors of the
Fund, including an affirmative vote of a majority of the non-interested members
of the Board, cast in person at a meeting called for the purpose of voting on
such approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors
of the Fund, including an affirmative vote of the majority of the non-
interested members of the Board cast in person at a meeting called for the
purpose of voting on such approval.
10.2 This Agreement may not be assigned without the approval of the
Fund.
10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
ATTEST:_________________________ By:_____________________________
Title:
[DELAWARE GROUP _______________]
for its [_________________ and
____________________]
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ATTEST:____________________________ By:____________________________
Title:
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FORM OF SCHEDULE A
SCHEDULE A
[DELAWARE GROUP ____________________]
(THE "FUND")
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
1. Delaware Service Company, Inc. ("DSC") will determine and report to
the Fund, at least annually, the compensation for services to be
provided to the Fund for DSC's forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or transaction, as may be applicable, for
services provided. DSC will xxxx, and the Fund will pay, such
compensation monthly.
3. For the period commencing on January 1, 1997, the charge will consist
of two charges for all the Funds in the Delaware Group, except the
Delaware Group Premium Fund, Inc. and the Delaware Pooled Trust, Inc.
(other than with respect to The Real Estate Investment Trust
Portfolio), an annual charge and a per transaction charge for each
account on the transfer agent's records and each account on an
automated retirement processing system. These charges are as follows:
A. ANNUAL CHARGE
Daily Dividend Funds $11.00 Per Annum
Other Funds $5.50 Per Annum
Xxxxxxx Xxxxx - Omnibus Accounts*
Regular Accounts $16.00 Per Annum
Accounts with a Contingent
Deferred Sales Charge $19.00 Per Annum
Networked Accounts $3.00 - 6.00 Per Annum
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SCHEDULE A
[DELAWARE GROUP __________________________]
(THE "FUND")
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
CONTINUED
B. TRANSACTION CHARGE
Transaction Charge
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1. Dividend Payment $0.25
2. New Account $6.00
3. Purchase:
a. Wire $8.00
b. Automated $1.50
c. Other $2.60
4. Transfer $8.00
5. Certificate Issuance $4.00
6. Liquidations
a. Wires $12.25
b. Drafts $0.75
c. Money Market Regular $4.50
d. Other Regular $4.50
7. Exchanges
a. Dividend Exchanges $3.00
b. Other $10.00
4. For the period commencing January 1, 1997, DSC's compensation for
providing services to the Delaware Group Premium Fund, Inc. (the
"Premium Fund") will be $50,000
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annually. DSC will xxxx, and the Premium Fund will pay, such
compensation monthly, allocated among the current Series of the
Premium Fund based on the relative percentage of assets of each Series
at the time of billing and adjusted appropriately to reflect the
length of time a particular Series is in operation during any billing
period.
5. For the period commencing January 1, 1997, DSC's compensation for
providing services to the Portfolios (other than The Real Estate
Investment Trust Portfolio) of Delaware Pooled Trust, Inc. (the
"Trust") will be $25,000 annually. DSC will xxxx, and the Trust will
pay, such compensation monthly allocated among the current Portfolios
(other than The Real Estate Investment Trust Portfolio) of the Trust
based on the relative percentage of assets of each Portfolio at the
time of billing and adjusted appropriately to reflect the length of
time a particular Portfolio is in operation during any billing period.
* Effective January 1, 1998 for existing funds and July 1,
1997 for new funds.
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