Delaware
Investments DELAWARE INVESTMENTS FAMILY OF FUNDS
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A member of Lincoln Financial Group(R)
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We are the national distributor for all of the shares of all of the Classes (now
existing or hereafter added) of all of the Funds in the Delaware Group of
Investment Companies which retain us, Delaware Distributors, L.P., to act as
exclusive national distributor. The term "Fund" as used in this Agreement refers
to each Fund in the Delaware Investments Family of Funds that retains us to
promote and sell its shares, and any Fund that may hereafter be added to the
Delaware Group to retain us as national distributor. The term "Class" as used in
this Agreement refers to a class of shares of a Fund as described in the Fund's
prospectus. You, a Bank/Trust ("you") have indicated that you wish to act as
agent for your customer(s) wishing to purchase, sell and redeem Fund shares
("Customer(s)") and/or desire to provide certain services to your Customers
relating to their ownership of Fund shares, all in accordance with the terms of
this Agreement.
AGENT FOR CUSTOMERS: In placing orders for the purchase and sale of Fund shares,
you will be acting solely as agent for your Customers and will not have any
authority to act as agent for us, any of the Funds or any of our affiliates or
representatives. Each transaction in Fund shares will be initiated solely upon
the order of a customer and shall be for the account of a customer. You also
agree that you will not refrain from placing orders with us that you have
received from your Customers for your own gain. Neither you nor any of your
employees or agents are authorized to make any representations concerning the
Funds or Fund shares except those contained in the then current "Prospectus" and
in written information issued by the Fund or by us as a supplement to the
Prospectus. In purchasing Fund shares your Customers may rely only on such
authorized information.
OFFERING PRICE TO PUBLIC: Orders for shares received from you and accepted by a
Fund or its agent, Delaware Service Company, Inc., will be at the public
offering price applicable to each order as set forth in the Fund's Prospectus.
The manner of computing the net asset value of shares, the public offering price
and the effective time of orders received from you are described in the
Prospectus for each Fund. We reserve the right at any time, without notice, to
suspend the sale of Fund shares.
PURCHASE PLANS: The purchase price on all orders placed by you and any
concessions or other fees otherwise due to you under this Agreement will be
subject to the then current terms and provisions of any applicable special plans
and accounts (e.g., volume purchases, letters of intent, rights of accumulation,
combined purchases privilege, exchange and reinvestment privileges and
retirement plan accounts) as set forth from time to time in the Prospectus. We
must be notified when an order is placed if it qualifies for a reduced sales
charge under any of these plans. We reserve the right, at any time, without
prior notice, to modify, suspend or eliminate any such plans or accounts by
amendment, supplement or revision to the Prospectus for the Fund.
SALES, ORDERS, AND CONFIRMATIONS: All orders must be made subject to
confirmation and orders are subject to acceptance or rejection by the Fund in
its sole discretion. Your orders must be wired, telephoned or written to the
Fund or its agent. You agree to place orders on behalf of your Customers for the
number of shares in bona fide orders from your Customers, and at the price at
which such shares are sold. We will not accept any conditional orders. You agree
that any purchase or redemption orders that you send to the Fund to be priced at
that day's net asset value will have been received before the close of the New
York Stock Exchange's regular trading hours (ordinarily 4:00 P.M. Eastern
Standard Time) on such day. It is agreed and understood that, whether shares are
registered in the purchaser's name, in your name or in the name of your nominee,
your customer will have full beneficial ownership of the Fund shares.
FUND SERV PROCESSING: Firm's orders will be placed via electronic transmission
(Fund Serv). Fund Serv permits the transmission of shareholder trade and
registration data between you and the Funds. Trade, registration and corrections
on orders provided to the Funds' agent through Fund Serv shall be accurate,
complete and in the format prescribed by the NSCC. If for some reason there is
failure of electronic transmission, please contact the Fund to determine how
such trades will be processed.
AGENCY FEES: On each order accepted by us for a Fund with a sales charge, we
understand that you will charge your customer an agency commission or agency
transaction fee ("agency fee") as set forth in the schedule of sales concessions
and agency fees set forth in that Fund's Prospectus, as it may be amended from
time to time. This fee shall be subject to the provisions of all terms set forth
in the Prospectus for volume purchases and special plans and accounts (e.g.
retirement plans, letter of intent, etc.). You will not receive from us a
dealer's concession or similar allowance out of the sales charge. The agency fee
will not exceed the maximum limits on sales charges specified in Rule 2830 of
the Conduct Rules of the National Association of Securities Dealers, Inc. (the
"NASD") regardless of whether you are a member of the NASD or not. You will not
accept or withhold any fee otherwise allowed under the terms of this Agreement,
for any shares purchased under this Agreement, if prohibited by the Employee
Retirement Income Security Act or trust or similar laws to which you are
subject, in the case of purchases or redemptions of Fund shares involving
retirement plans, trusts or similar accounts. You may elect to make payments for
Fund shares in either of two ways: (a) you may send us the public offering price
for the Fund shares purchased less the amount of the agency fee due you, or (b)
you or your customer may send us the entire public offering price for the Fund
shares and we will, on a periodic basis, remit to you the agency fee due. You
will specify in writing the method of payment you elect (See NOTICES AND
COMMUNICATIONS Section below). If any shares sold to your customer under the
terms of this Agreement are repurchased by the Fund or by us, or are tendered to
a Fund for redemption or repurchase, within seven (7) business days after the
date of the confirmation of the original purchase order, you will promptly
refund to us the full agency fee paid or allowed to you on such shares. This
Section shall not apply to the extent that you or your customer is qualified to
buy, and is buying, shares at net asset value.
AUGUST 2004
PAYMENT AND ISSUANCE OF CERTIFICATES: The shares purchased by you hereunder
shall be paid for in full at the public offering price (less any agency fee
retained by you as set forth above) by check payable to the Fund, Fed Fund wire
or NSCC within three business days after our acceptance of your order. If not so
paid, we reserve the right, without notice, to cancel the sale and to hold you
responsible for any loss sustained by us or the Fund (including lost profit) as
a result. Certificates representing Fund shares will not be issued unless a
specific request is received from you or your customer. Certificates, if
requested, will be issued in the names indicated by registration instructions
accompanying payment.
REDEMPTION: The Prospectus describes the provisions whereby the Fund, under all
ordinary circumstances, will redeem shares held by shareholders on demand. You
agree that you will not make any representations to shareholders relating to
redemption of their shares other than the statements contained in the Prospectus
and the underlying organizational documents of the Fund to which it refers, and
that you will quote as the redemption price only the price determined by the
Fund. You shall not repurchase any shares from your Customers at a price other
than that next quoted by the Fund for redemption. You may charge a reasonable
fee for services in connection with the repurchase by you from your Customers of
shares.
IF YOU WANT TO RECEIVE 12B-1 PLAN FEES, please check the box below:
[_]
IF YOU DO NOT WANT TO RECEIVE 12B-1 PLAN FEES, Please disregard the following
paragraph.
12B-1 PLAN: With respect to any Fund that offers shares for which a Plan has
been adopted under Rule 12b-1 (individually a "12b-1 Plan") of the Investment
Company Act of 1940 (the "1940 Act"), you will be entitled to receive 12b-1 Plan
fees for providing shareholder and administrative services to your Customers who
own Fund shares as set forth under the 12b-1 Plan(s) applicable to the Class or
Classes of Fund shares purchased by your Customers and, under certain
circumstances, for assisting in the promotion of the Fund's shares. Such
shareholder and administrative services may include: answering inquiries
regarding the Fund; assisting in changing dividend options, account designations
and addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; processing purchase and redemption
transactions; providing periodic statements and/or updates showing a customer's
account balance and integrating such statements with those for transactions and
balances in the customer's other accounts serviced by you; and arranging for
bank wires. You will transmit promptly to Customers all communications sent to
you for transmittal to Customers by or on behalf of us, and the Fund or such
Fund's investment advisor, custodian or transfer or dividend disbursing agent.
You will promptly answer all written complaints received by you relating to Fund
accounts or promptly forward such complaints to us and assist us in answering
such complaints. For such services we will pay you a fee, as established by us
from time to time, based on a portion of the net asset value of the accounts of
your Customers in the various Classes of the Fund. We are permitted to make this
payment under the terms of the 12b-1 Plans adopted by certain of the Funds, as
such Plans may be in effect from time to time. The 12b-1 Plans in effect on the
date of this Agreement are described in the Funds' Prospectuses. Each Fund
reserves the right to terminate or suspend its 12b-1 Plan at any time as
specified in the Plan and we reserve the right, at any time, without notice, to
modify, suspend or terminate payments hereunder in connection with such 12b-1
Plan. You will furnish the Fund and us with such information as may be
reasonably requested by the Fund or its directors or trustees or by us with
respect to such fees paid to you pursuant to this Agreement.
SALE OF NO-LOAD - NON 12B-1 PLAN FUNDS: In connection with any orders placed by
you on behalf of your Customers for shares of Funds that do not charge a sales
load and/or do not have a 12b-1 Plan, we understand that you may charge your
Customers a limited service or transaction fee, in accordance with current
interpretations and rulings of the Staff of the Commission. Such fees may not
exceed the maximum limits on sales charges specified in Rule 2830 of the NASD
Conduct Rules.
LEGAL COMPLIANCE: This Agreement and any transaction with, or payment to, you
pursuant to the terms hereof is conditioned on your representation to us that,
as of the date of this Agreement you are, and at all times during its
effectiveness you will be, a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934 (or other financial institution) and not
otherwise required to register as a broker or dealer under such Act. You agree
to notify us promptly in writing if this representation ceases to be true. You
also agree that, regardless of whether you are a member of the NASD, you will
comply with the rules of the NASD, including, in particular, Sections 2310, IM
2310-2, and 2830 of the NASD Conduct Rules, and that you will maintain adequate
records with respect to your Customers and their transactions, and that such
transactions will be without recourse against you by your Customers. We
recognize that, in addition to applicable provisions of state and federal
securities laws, you may be subject to the provisions of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act
and other laws governing, among other things, the conduct of activities by
federal and state chartered and supervised financial institutions and their
affiliated organizations. As such, you may be restricted in the activities that
you may undertake and for which you may be paid, and, therefore, we recognize
that you will not perform activities that are inconsistent with your statutory
and regulatory obligations. Because you will be the only one having a direct
relationship with the customer, you will be responsible in that relationship for
insuring compliance with all laws and regulations, including those of all
applicable federal and state regulatory authorities and bodies having
jurisdiction over you or your Customers to the extent applicable to securities
purchases hereunder. You agree to cooperate with any efforts initiated by the
Funds and/or their agents to identify and prevent abusive trading practices as
described in the Funds' prospectuses, including, but not limited to, activities
such as "market-timing", short-term trading, excessive trading, and late trading
("Abusive Trading Practices"). You shall cooperate with any requests made by the
Funds and/or their agents towards this end, including providing the Funds and/or
their agents with information about the trading history of any particular
shareholder that you maintain on your recordkeeping systems. You further agree
to make any changes necessary to comply with any laws or regulations regarding
Abusive Trading Practices applicable to any party to this Agreement and/or the
Funds that relate to the performance of services under this Agreement.
BLUE SKY MATTERS: We shall have no obligation or responsibility with respect to
your right to sell Fund shares in any state or jurisdiction. From time to time
we shall furnish you with information identifying the states under the
securities laws in which it is believed a Fund's shares may be sold. You will
not transact orders for Fund shares in states or jurisdictions in which we
indicate Fund shares may not be sold. You agree to offer and sell Fund shares
outside the United States only in compliance with all applicable laws, rules and
regulations of any foreign government having jurisdiction over such transactions
in addition to any applicable laws, rules and regulations of the United States.
AUGUST 2004
LITERATURE: We will furnish you with copies of each Fund's Prospectus, sales
literature and other information made publicly available by the Fund, in
reasonable quantities upon your request. We shall file Fund sales literature and
promotional material with the NASD and SEC as required. You agree to deliver a
copy of the current Prospectus to your Customers in accordance with the
provisions of the Securities Act of 1933. You may not publish or use any sales
literature or promotional materials with respect to the Funds without our prior
review and written approval.
CUSTOMERS: The names of your Customers will remain your sole property and will
not be used by us except for servicing or informational mailings and other
correspondence in the normal course of business.
NOTICES AND COMMUNICATIONS: All communications from you should be addressed to
us at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any notice from us
to you shall be deemed to have been duly given if mailed or telegraphed to you
at the address set forth below. Each of us may change the address to which
notices shall be sent by notice to the other in accordance with the terms
hereof.
Bank/Trust Address for Notices and Communications:
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TERMINATION: This Agreement may be terminated by either party at any time by
written notice to that effect and will terminate without notice upon the
appointment of a trustee for you under any act of insolvency by you.
Notwithstanding the termination of this Agreement, you shall remain liable for
any amounts otherwise owing to us or the Fund and your portion of any transfer
tax or other liability which may be asserted or assessed against the Fund, or
us, or upon any one or more of our dealers, based upon the claim that you and
such dealers or any one of them constitute a partnership, an unincorporated
business or other separate entity.
AMENDMENT: This Agreement may be amended or revised at any time by us upon
notice to you and, unless you promptly notify us in writing to the contrary, you
will be deemed to have accepted such modifications.
GENERAL: Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event you breach any of the
terms and conditions of this Agreement, you will indemnify us, the Funds and our
affiliates for any damages, losses, costs and expenses (including reasonable
attorneys' fees) arising out of or relating to such breach, and we may offset
such damages, losses, costs and expenses against any amounts due to you
hereunder. Nothing contained herein shall constitute you, us and any dealers as
forming an association or partnership.
All references in this Agreement to the "Prospectus" of a Fund refer to the then
current version of the Prospectus and includes the Statement of Additional
Information incorporated by reference therein and any supplements thereto. This
Agreement supersedes and replaces any prior agreement between us and you with
respect to your purchase and sale of Fund shares and is to be construed in
accordance with the laws of the State of Delaware.
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Please confirm your acceptance of this Agreement by executing one copy of the
Agreement and returning it to us. Keep the enclosed duplicate copy for your
records. Your execution of this Agreement signifies your acknowledgment that any
orders for Fund shares placed by you, on behalf of your Customer(s), during the
effectiveness of this Agreement, are subject to all the applicable terms and
conditions set forth in this Agreement, and confirms your agreement to pay for
the shares, as agent for your Customer(s), at the price and upon the terms and
conditions stated in this Agreement. In addition, you acknowledge receipt of
Prospectuses relating to the Fund shares and confirms that, in executing this
Agreement, you have relied on such Prospectuses and not on any other statement
whatsoever, written or oral.
DELAWARE DISTRIBUTORS, L.P. ______________________________________(BANK/TRUST)
By: ______________________________________________________ By: _____________________________________________________
Name: ______________________________________________________ Name: _____________________________________________________
Title: ______________________________________________________ Title: _____________________________________________________
Date: _______________________________
AUGUST 2004
