AMENDED AND RESTATED
FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
Financial Intermediary Distribution Agreement (the "Agreement") made as
of this 15th day of May, 2003 by and between DELAWARE DISTRIBUTORS, L.P.
("DDLP"), Delaware limited partnership, and LINCOLN FINANCIAL DISTRIBUTORS, INC.
("LFD"), a Connecticut corporation.
WITNESSETH
WHEREAS, DDLP serves as the distributor of a number of investment
companies (individually a "Fund" and, collectively, the "Funds") registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant
to distribution agreements between each Fund and DDLP; and
WHEREAS, pursuant to the aforementioned distribution agreements, each
Fund has engaged DDLP to promote the distribution of its shares and, in
connection therewith and as agent for the Fund and not as principal, to
advertise, promote, offer and sell the Fund's shares to the public; and
WHEREAS, DDLP desires to enter into an agreement with LFD pursuant to
which LFD shall promote the sale of the Funds' shares through broker/dealers,
financial advisers and other financial intermediaries (collectively "Financial
Intermediaries").
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. DDLP hereby engages LFD to promote the sale of shares of each Fund and
each investment portfolio thereof listed in Appendix A hereto (as
revised from time to time) through Financial Intermediaries.
2. LFD agrees to use its best efforts to promote the sale of the Funds'
shares designated by DDLP to retail investors through Financial
Intermediaries wherever their sale is legal, in such places and in such
manner, not inconsistent with the law and the provisions of this
Agreement and the Funds' Registration Statements under the Securities
Act of 1933, including the Prospectuses and Statements of Additional
Information contained therein. DDLP and LFD shall mutually agree as to
the specific responsibilities of each party hereunder from time to
time.
3. LFD represents and warrants that it is, and shall remain at all times
during the effectiveness of this Agreement, a broker/dealer registered
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and qualified under applicable state securities laws in each
jurisdiction in which LFD may be required to be qualified to act as a
broker/dealer in securities, and a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"). DDLP
represents and warrants that it is, and shall remain at all times
during the effectiveness of this Agreement, a broker/dealer registered
under the Exchange Act and qualified under applicable state securities
laws in each jurisdiction in which DDLP may be required to be
qualified to act as a broker/dealer in securities, and a member in
good standing of the NASD.
4. DDLP will provide LFD with:
(a) copies of the current Prospectuses and Statements of
Additional Information for each Fund, including all
supplements thereto;
(b) copies of each Fund's periodic reports to shareholders as soon
as reasonably practicable after DDLP receives such reports
from the Fund;
(c) marketing materials and advertising relating to the Funds
produced by DDLP;
(d) Fund-related materials prepared by DDLP and designated for
internal use only (subject to the terms and conditions
established from time to time by DDLP); and
(e) prompt notice of the issuance by the Securities and Exchange
Commission (the "SEC") of any stop order suspending the
effectiveness of the Registration Statement of any Fund, or
the initiation of any proceedings for that purpose.
5. DDLP and LFD shall mutually agree from time to time which party shall
be primarily responsible for preparing marketing materials and
advertising relating to the Funds. Notwithstanding which party has
primary responsibility for marketing materials and advertisements, LFD
agrees to submit to DDLP, prior to its use or as otherwise agreed, the
form of any sales literature and advertisements relating to the Funds
prepared by LFD and proposed to be generally disseminated by or for
LFD, all sales literature and advertisements relating to the Funds
prepared by LFD and proposed to be used by LFD, and all sales
literature and advertisements prepared by or for LFD for such
dissemination or for use by others in connection with the sale of the
Funds' shares. LFD also agrees that LFD 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. LFD agrees not to use or to permit
others to use such sales literature or advertisements without the
prior written consent of DDLP if any regulatory agency expresses
objection thereto or if DDLP delivers, on behalf of the Board of
Directors/Trustees of the Funds, to LFD a written objection thereto.
DDLP and LFD agree to work together in good faith to resolve any
disagreements between DDLP and LFD about or objections by DDLP to
marketing materials and advertisements relating to the Funds.
6. The responsibility of LFD hereunder shall be limited to the promotion
of sales of the Funds' shares through Financial Intermediaries. LFD is
not empowered to approve orders for sales of the Funds' shares or to
accept payment for such orders. Sales of a Fund's shares shall be
deemed to be made when and where accepted by the Fund's transfer agent
on behalf of the Fund.
7. In consideration for the services provided by LFD under this Agreement,
DDLP shall pay LFD the compensation set forth on Schedule A to this
Agreement.
8. With respect to the apportionment of costs between DDLP and LFD
associated with activities with which both are concerned, the following
will apply:
(a) DDLP will pay the costs incurred in printing and mailing
copies of Fund Prospectuses and shareholder reports to
prospective investors;
(b) DDLP will pay the costs of any additional copies of Fund
financial and other reports and other Fund literature supplied
to DDLP by the Fund for sales promotion purposes;
(c) LFD will bear the expense of its advertising and promotional
activities and materials, including value-added sales
promotions, that do not relate directly to the Funds; and
(d) The parties will apportion between DDLP and LFD the following
expenses as mutually agreed from time to time:
(1) Advertising and promotional activities and materials that
relate exclusively to the Funds;
(2) Advertising and promotional activities and materials
relating both to the Funds and to the other products
distributed by LFD.
2
9. Both DDLP and LFD may engage in other business, provided such other
business does not interfere with the performance by DDLP and LFD of
their respective obligations under this Agreement.
10. DDLP agrees to indemnify, defend and hold LFD harmless from and
against any and all losses, damages, or liabilities to which LFD may
become subject by reason of DDLP's willful misfeasance, bad faith, or
gross negligence in the performance of its duties under this
Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from
and against any and all losses, damages, or liabilities to which DDLP
may become subject by reason of LFD's willful misfeasance, bad faith,
or gross negligence in the performance of its duties under this
Agreement.
11. 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 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other address as
DDLP or LFD may designate in writing and furnish to the other.
12. This Agreement shall not be assigned, as that term is defined in the
1940 Act, by LFD and shall terminate automatically in the event of its
attempted assignment by LFD. This Agreement will automatically
terminate with respect to a Fund upon the termination of the
distribution agreement between DDLP and the Fund. This Agreement will
automatically terminate with respect to all Funds in the event that
LFD ceases to be a broker/dealer registered under the Exchange Act or
a member in good standing of the NASD. Except as specifically provided
in the indemnification provision contained in Paragraph 10 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.
13. (a) This Agreement shall remain in force with respect to a Fund
for a period of two years from the date hereof and from year
to year thereafter, but only so long as such continuance is
specifically approved at least annually by the Board of
Directors/Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund and only if the
terms and the renewal thereof have been approved by the vote
of a majority of the Directors/Trustees of the Fund 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.
(b) LFD may terminate this Agreement at any time by giving DDLP
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 DDLP.
(c) DDLP may terminate this Agreement at any time upon prior
written notice to LFD of its intention to so terminate at the
expiration of three months from the date of the delivery of
such written notice to LFD.
(d) The Board of Directors/Trustees of a Fund may terminate this
Agreement with respect to the Fund at any time upon prior
written notice to DDLP and/or LFD of its intention to so
terminate at the expiration of three months from the date of
delivery of such written notice to DDLP and/or LFD.
14. The validity, interpretation and construction of this Agreement, and of
each part hereof, will be governed by the laws of the Commonwealth of
Pennsylvania.
3
15. 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, X.X. XXXXXXX FINANCIAL DISTRIBUTORS,
By: DELAWARE DISTRIBUTORS, INC., INC.
General Partner
By: Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxxxxx
----------------------------- -----------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President/ Title: Senior Vice President/
Chief Operating Officer/ Chief Operating Officer
Chief Financial Officer
4
SCHEDULE A
to
AMENDED AND RESTATED
FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
The fees payable by DDLP to LFD under this Schedule A shall be calculated and
paid monthly.
I. Fees with respect to sales of shares of Funds other than Delaware VIP Trust
With respect to each sale through Financial Intermediaries on or after the date
of this Agreement, a non- recurring fee equal to the amount shown below will be
paid by DDLP to LFD.
Basis points
On Sales
---------------
Retail Mutual Funds except as noted below (1) .50%
Xxxxxxx Xxxxx Connect Program .25%
Registered Investment Advisers and .45%
H.D. Vest Institutional Classes
Citigroup Global Capital Markets, Inc. (formerly 0
Xxxxxxx Xxxxx Barney)
International Equity Fund I Class
(1) - A, B, & C classes excluding money market,
house accounts, market timers
In addition to the non-recurring fee set forth above, a fee at the annual rate
set forth below of the average daily net assets of Fund shares outstanding and
beneficially owned by shareholders through Financial Intermediaries, including
those Fund shares sold before the date of this Agreement, will be paid by DDLP
to LFD.
Basis points
On Assets
---------------
Retail Mutual Funds (including money market, house .04%
accounts and market timers)
Xxxxxxx Xxxxx Connect Program 0
Registered Investment Advisers and .04%
H.D. Vest Institutional Classes
Citigroup Global Capital Markets, Inc. (formerly .04%
Xxxxxxx Xxxxx Barney)
International Equity Fund I Class
II. Fees with respect to the Sale of Delaware VIP Trust shares through Allmerica
Variable Products.
With respect to each sale of Delaware VIP Trust shares on or after the date of
this Agreement through variable annuity and variable life insurance products for
which Allmerica Investments, Inc. ("Allmerica") is the principal underwriter
("Allmerica Variable Products"), a non-recurring fee equal to the entire
distribution allowance received by DDLP from Allmerica with respect to such
sale. No other fees will be payable to LFD with respect to sales of Delaware VIP
Trust shares.
5
APPENDIX A
to
AMENDED AND RESTATED
FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
Delaware Group Adviser Funds Delaware Group Income Funds
Delaware Diversified Income Fund Delaware Corporate Bond Fund
Delaware U.S. Growth Fund Delaware Delchester Fund
Delaware Extended Duration Bond Fund
Delaware Group Cash Reserve Delaware High-Yield Opportunities Fund
Delaware Cash Reserve Fund Delaware Strategic Income Fund
Delaware Group Equity Funds I Delaware Group Limited-Term Government Funds
Delaware Balanced Fund Delaware Limited-Term Government Fund
Delaware Devon Fund
Delaware Group State Tax-Free Income Trust
Delaware Group Equity Funds II Delaware Tax-Free Pennsylvania Fund
Delaware Decatur Equity Income Fund
Delaware Diversified Value Fund Delaware Group Tax-Free Fund
Delaware Growth and Income Fund Delaware Tax-Free Insured Fund
Delaware Social Awareness Fund Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Group Equity Funds III
Delaware American Services Fund Delaware Group Tax-Free Money Fund
Delaware Focused Growth Fund Delaware Tax-Free Money Fund
Delaware Focused Value Fund
Delaware Health Care Fund Delaware Pooled Trust7
Delaware Small Cap Growth Fund The International Equity Portfolio
Delaware Technology and Innovation Fund The Real Estate Investment Trust Portfolio II
Delaware Trend Fund
Delaware VIP Trust
Delaware Group Equity Funds IV Delaware VIP Balanced Series
Delaware Diversified Growth Fund Delaware VIP Capital Reserves Series
Delaware Growth Opportunities Fund Delaware VIP Cash Reserve Series
Delaware VIP Diversified Income Series
Delaware VIP Emerging Markets Series
Delaware Group Equity Funds V Delaware VIP Global Bond Series
Delaware Retirement Income Fund Delaware VIP Large Cap Value Series*
Delaware Small Cap Contrarian Fund Delaware VIP Growth Opportunities Series
Delaware Small Cap Value Fund Delaware VIP High Yield Series
Delaware VIP International Value Equity Series
Delaware Group Foundation Funds Delaware VIP REIT Series
Delaware Balanced Allocation Portfolio Delaware VIP Select Growth Series
Delaware Growth Allocation Portfolio Delaware VIP Small Cap Value Series
Delaware Income Allocation Portfolio Delaware VIP Social Awareness Series
Delaware S&P 500 Index Fund Delaware VIP Trend Series
The Asset Allocation Portfolio Delaware VIP U.S. Growth Series
Delaware Group Global & International Funds Voyageur Insured Funds
Delaware Emerging Markets Fund Delaware Tax-Free Minnesota Insured Fund
Delaware International Small Cap Value Fund Delaware Tax-Free Arizona Insured Fund
Delaware International Value Equity Fund
Voyageur Intermediate Tax-Free Funds
Delaware Group Government Fund Delaware Tax-Free Minnesota Intermediate Fund
Delaware American Government Bond Fund
Voyageur Investment Trust Voyageur Mutual Funds II
Delaware Tax-Free California Insured Fund Delaware Tax-Free Colorado Fund
Delaware Tax-Free Florida Fund
Delaware Tax-Free Florida Insured Fund Voyageur Mutual Funds III
Delaware Tax-Free Missouri Insured Fund Delaware Core Equity Fund
Delaware Tax-Free Oregon Insured Fund Delaware Select Growth Fund
Voyageur Mutual Funds Voyageur Tax Free Funds
Delaware Minnesota High-Yield Municipal Bond Fund Delaware Tax-Free Minnesota Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free Arizona Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
Agreed to and accepted:
DELAWARE DISTRIBUTORS, X.X. XXXXXXX FINANCIAL DISTRIBUTORS,
By: DELAWARE DISTRIBUTORS, INC., INC.
General Partner
By: By:
------------------------------- -------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President/ Title: Senior Vice President/
Chief Operating Officer/ Chief Operating Officer
Chief Financial Officer
A-2
