DELAWARE GROUP EQUITY FUNDS II
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this ____ day of
________, 2003 by and between DELAWARE GROUP EQUITY FUNDS II, a Delaware
business trust (the "Trust"), for the series identified on Schedule I attached
hereto, as from time to time amended (the "Series"), and DELAWARE DISTRIBUTORS,
L.P. (the "Distributor"), a Delaware limited partnership.
WITNESSETH
WHEREAS, the Trust is an investment company regulated by Federal and
State regulatory bodies, and
WHEREAS, the Distributor is engaged in the business of promoting the
distribution of the securities of investment companies and, in connection
therewith and acting solely as agent for such investment companies and not as
principal, advertising, promoting, offering and selling their securities to the
public, and
WHEREAS, the Trust desires to enter into an agreement with the
Distributor as of the date hereof, pursuant to which the Distributor shall serve
as the national distributor of each class of each Series identified on Schedule
I hereto, as from time to time amended, which Trust, Series and classes may do
business under the names set forth on Schedule I hereto or such other names as
the Board of Trustees may designate from time to time, on the terms and
conditions set forth below.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. The Trust hereby engages the Distributor to promote the
distribution of the shares of each Series and, in connection
therewith and as agent for the Trust and not as principal, to
advertise, promote, offer and sell shares of each Series to the
public.
2. (a) The Distributor agrees to serve as distributor of each Series'
shares and, as agent for the Trust and not as principal, to
advertise, promote and use its best efforts to sell each
Series' shares wherever their sale is legal, either through
dealers or otherwise, in such places and in such manner, not
inconsistent with the law and the provisions of this Agreement
and the Trust's Registration Statement under the Securities
Act of 1933, including the Prospectuses contained therein and
the Statements of Additional Information contained therein, as
may be mutually determined by the Trust and the Distributor
from time to time.
(b) For the Institutional Class Shares of each Series, the
Distributor will bear all costs of financing any activity
which is primarily intended to result in the sale of that
class of shares, including, but not necessarily limited to,
advertising, compensation of underwriters, dealers and sales
personnel, the printing and mailing of sales literature and
distribution of that class of shares.
(c) For its services as agent for the Class A Shares, Class B
Shares, Class C Shares and Class R Shares of each Series, the
Distributor shall be entitled to compensation on each sale or
redemption, as appropriate, of shares of such classes equal to
any front-end or deferred sales charge described in the
Prospectus for such Series, as amended and supplemented from
time to time and may allow concessions to dealers in such
amounts and on such terms as are therein set forth.
(d) For the Class A Shares, Class B Shares, Class C Shares and
Class R Shares of each Series, the Trust shall, in addition,
compensate the Distributor for its services as provided in the
Distribution Plan as adopted on behalf of the Class A Shares,
Class B Shares, Class C Shares and Class R Shares,
respectively, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Plans"), copies of which as
presently in force are attached hereto as Exhibits and at the
rates set forth on Schedule I hereto, as from time to time
amended, or at such lower rates as may be set from time to
time by the Board in agreement with the Trust.
3. (a) The Trust agrees to make available for sale by the Trust
through the Distributor all or such part of the authorized but
unissued shares of beneficial interest of the Series as the
Distributor shall require from time to time and, except as
provided in Paragraph 3(b) hereof, the Trust will not sell
Series' shares other than through the efforts of the
Distributor.
(b) The Trust reserves the right from time to time (1) to sell and
issue shares other than for cash; (2) to issue shares in
exchange for substantially all of the assets of any
corporation or trust, or in exchange of shares of any
corporation or trust; (3) to pay stock dividends to its
shareholders, or to pay dividends in cash or shares of
beneficial interest at the option of its shareholders, or to
sell shares of beneficial interest to existing shareholders to
the extent of dividends payable from time to time in cash, or
to split up or combine its outstanding shares; (4) to offer
shares for cash to its shareholders as a whole, by the use of
transferable rights or otherwise, and to sell and issue shares
pursuant to such offers; and (5) to act as its own distributor
in any jurisdiction in which the Distributor is not registered
as a broker-dealer.
4. The Distributor may, at its expense, select and contract with one
or more registered broker-dealers to perform some or all of the
services for a Series for which it is responsible under this
agreement. The Distributor will be responsible for paying the
compensation, if any, to any such broker-dealer for its services
with respect to the Series. The Distributor may terminate the
services of any such broker-dealer at any time in its sole
discretion, and shall at such time assume the responsibilities of
such broker-dealer unless or until a replacement is selected and
approved by the Board of Trustees. The Distributor will continue
to have responsibility for all distribution-related services
furnished by any such broker-dealer.
5. The Trust warrants the following:
(a) The Trust is, or will be, a properly registered investment
company, and any and all Series' shares which it will sell
through the Distributor are, or will be, properly registered
with the Securities and Exchange Commission ("SEC").
(b) The provisions of this Agreement do not violate the terms of
any instrument by which the Trust is bound, nor do they
violate any law or regulation of any body having jurisdiction
over the Trust or its property.
6. (a) The Trust will supply to the Distributor a conformed copy of
the Registration Statement and all amendments thereto,
including all exhibits and each Prospectus and Statement of
Additional Information.
2
(b) The Trust will register or qualify the Series' shares for sale
in such states as is deemed desirable.
(c) The Trust, without expense to the Distributor:
(1) will give and continue to give such financial statements
and other information as may be required by the SEC or the
proper public bodies of the states in which the Series'
shares may be qualified;
(2) from time to time, will furnish to the Distributor as soon
as reasonably practicable true copies of its periodic
reports to shareholders;
(3) will promptly advise the Distributor in person or by
telephone or telegraph, and promptly confirm such advice
in writing, (a) when any amendment or supplement to the
Registration Statement becomes effective, (b) of any
request by the SEC for amendments or supplements to the
Registration Statement or the Prospectuses or for
additional information, and (c) of the issuance by the SEC
of any Stop Order suspending the effectiveness of the
Registration Statement, or the initiation of any
proceedings for that purpose;
(4) if at any time the SEC shall issue any Stop Order
suspending the effectiveness of the Registration
Statement, will make every reasonable effort to obtain the
lifting of such order at the earliest possible moment;
(5) before filing any further amendment to the Registration
Statement or to any Prospectus, will furnish to the
Distributor copies of the proposed amendment and will not,
at any time, whether before or after the effective date of
the Registration Statement, file any amendment to the
Registration Statement or supplement to any Prospectus of
which the Distributor shall not previously have been
advised or to which the Distributor shall reasonably
object (based upon the accuracy or completeness thereof)
in writing;
(6) will continue to make available to its shareholders (and
forward copies to the Distributor) of such periodic,
interim and any other reports as are now, or as hereafter
may be, required by the provisions of the Investment
Company Act of 1940, as amended; and
(7) will, for the purpose of computing the offering price of
each class of each Series' shares, advise the Distributor
within two hours after the close of the New York Stock
Exchange (or as soon as practicable thereafter) on each
business day upon which the New York Stock Exchange may be
open of the net asset value per share of each class of
each Series' shares of beneficial interest outstanding,
determined in accordance with any applicable provisions of
law and the provisions of the Agreement and Declaration of
Trust, as amended, of the Trust as of the close of
business on such business day. In the event that prices
are to be calculated more than once daily, the Trust will
promptly advise the Distributor of the time of each
calculation and the price computed at each such time.
3
7. The Distributor agrees to submit to the Trust, prior to its use,
the form of all sales literature proposed to be generally
disseminated by or for the Distributor, all advertisements
proposed to be used by the Distributor, all sales literature or
advertisements prepared by or for the Distributor for such
dissemination or for use by others in connection with the sale of
the Series' shares, and the form of dealers' sales contract the
Distributor intends to use in connection with sales of the Series'
shares. The Distributor also agrees that the Distributor 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.
The Distributor agrees not to use such form of dealers' sales
contract or to use or to permit others to use such sales
literature or advertisements without the written consent of the
Trust if any regulatory agency expresses objection thereto or if
the Trust delivers to the Distributor a written objection thereto.
8. The purchase price of each share sold hereunder shall be the
offering price per share mutually agreed upon by the parties
hereto and, as described in the Trust's Prospectuses, as amended
from time to time, determined in accordance with any applicable
provision of law, the provisions of its Agreement and Declaration
of Trust and the Conduct Rules of NASD Regulation, Inc.
9. The responsibility of the Distributor hereunder shall be limited
to the promotion of sales of Series' shares. The Distributor shall
undertake to promote such sales solely as agent of the Trust, and
shall not purchase or sell such shares as principal. Orders for
Series' shares and payment for such orders shall be directed to
the Trust's agent, Delaware Service Company, Inc., for acceptance
on behalf of the Trust. The Distributor is not empowered to
approve orders for sales of Series' shares or accept payment for
such orders. Sales of Series' shares shall be deemed to be made
when and where accepted by Delaware Service Company, Inc. on
behalf of the Trust.
10. With respect to the apportionment of costs between the Trust and
the Distributor of activities with which both are concerned, the
following will apply:
(a) The Trust and the Distributor will cooperate in preparing the
Registration Statements, the Prospectuses, the Statements of
Additional Information, and all amendments, supplements and
replacements thereto. The Trust will pay all costs incurred in
the preparation of the Trust's Registration Statement,
including typesetting, the costs incurred in printing and
mailing Prospectuses and Annual, Semi-Annual and other
financial reports to its own shareholders and fees and
expenses of counsel and accountants.
(b) The Distributor will pay the costs incurred in printing and
mailing copies of Prospectuses to prospective investors.
(c) The Distributor will pay advertising and promotional expenses,
including the costs of literature sent to prospective
investors.
(d) The Trust will pay the costs and fees incurred in registering
or qualifying the Series' shares with the various states and
with the SEC.
(e) The Distributor will pay the costs of any additional copies of
Trust financial and other reports and other Trust literature
supplied to the Distributor by the Trust for sales promotion
purposes.
4
11. The Distributor may engage in other business, provided such other
business does not interfere with the performance by the
Distributor of its obligations under this Agreement.
12. The Trust agrees to indemnify, defend and hold harmless from the
assets of the relevant Series the Distributor and each person, if
any, who controls the Distributor within the meaning of Section 15
of the Securities Act of 1933, from and against any and all
losses, damages, or liabilities to which, jointly or severally,
the Distributor or such controlling person may become subject,
insofar as the losses, damages or liabilities arise out of the
performance of its duties hereunder, except that the Trust shall
not be liable for indemnification of the Distributor or any
controlling person thereof for any liability to the Trust or its
shareholders to which they would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the
performance of their duties under this Agreement.
13. 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 its address shown below during regular business
hours, or if sent to that party by registered mail or by prepaid
telegram filed with an office or with an agent of Western Union or
another nationally recognized telegraph service, in all cases
within the time or times herein prescribed, addressed to the
recipient at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000, or at such other address as the Trust or the Distributor
may designate in writing and furnish to the other.
14. This Agreement shall not be assigned, as that term is defined in
the Investment Company Act of 1940, by the Distributor and shall
terminate automatically in the event of its attempted assignment
by the Distributor. This Agreement shall not be assigned by the
Trust without the written consent of the Distributor signed by its
duly authorized officers and delivered to the Trust. Except as
specifically provided in the indemnification provision contained
in Paragraph 11 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.
15. (a) This Agreement shall be executed and become effective as of
the date first written above, and shall become effective with
respect to a particular Series as of the effective date set
forth in Schedule I for that Series. It shall remain in force
for a period of two years from the date hereof for each Series
and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the
Board of Trustees or, with respect to each Series, by vote of
a majority of the outstanding voting securities of that Series
and only if the terms and the renewal thereof have been
approved by the vote of a majority of the Trustees of the
Trust 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.
5
(b) The Distributor may terminate this Agreement as to any Series
on written notice to the Trust at any time in case the
effectiveness of the Registration Statement shall be
suspended, or in case Stop Order proceedings are initiated by
the SEC in respect of the Registration Statement and such
proceedings are not withdrawn or terminated within thirty
days. The Distributor may also terminate this Agreement as to
any Series at any time by giving the Trust 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 the Trust.
(c) The Trust may terminate this Agreement as to any Series at any
time on at least thirty days' prior written notice to the
Distributor (1) if proceedings are commenced by the
Distributor or any of its partners for the Distributor's
liquidation or dissolution or the winding up of the
Distributor's affairs; (2) if a receiver or trustee of the
Distributor or any of its property is appointed and such
appointment is not vacated within thirty days thereafter; (3)
if, due to any action by or before any court or any federal or
state commission, regulatory body, or administrative agency or
other governmental body, the Distributor shall be prevented
from selling securities in the United States or because of any
action or conduct on the Distributor's part, sales of the
shares are not qualified for sale. The Trust may also
terminate this Agreement as to any Series at any time upon
prior written notice to the Distributor of its intention to so
terminate at the expiration of three months from the date of
the delivery of such written notice to the Distributor.
16. The validity, interpretation and construction of this Agreement,
and of each part hereof, will be governed by the laws of the
Commonwealth of Pennsylvania.
17. 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, L.P.
DELAWARE DISTRIBUTORS, INC.,
General Partner
By: __________________________________
Name:
Title:
DELAWARE GROUP EQUITY FUNDS II on behalf of the
Series listed on Schedule I
By: __________________________________
Name:
Title:
6
EXHIBIT A
CLASS A
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds II (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the A Class shares of each such Series identified on Schedule I as
amended from time to time (the "Class"), which Trust, Series and Classes may do
business under these or such other names as the Board of Trustees of the Trust
may designate from time to time. The Plan has been approved by a majority of the
Board of Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related thereto ("non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. Such approval by the Trustees included a determination that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit each such Series and
shareholders of each such Class.
The Trust is a business trust organized under the laws of the State of
Delaware, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Distributors, L.P. (the "Distributor") is the principal underwriter and national
distributor for the Series' shares, including shares of the Class, pursuant to
the Distribution Agreement between the Distributor and the Trust on behalf of
each Series ("Distribution Agreement").
The Plan provides that:
l. The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on Schedule
I for such Class as may be determined by the Trust's Board of Trustees from time
to time. Such monthly fee shall be reduced by the aggregate sums paid by the
Trust on behalf of the Series to persons other than broker-dealers (the "Service
Providers") who may, pursuant to servicing agreements, provide to the Series
services in the Series' marketing of shares of the Class.
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph l above to furnish, or cause or encourage others to furnish, services
and incentives in connection with the promotion, offering and sale of the
relevant Class shares and, where suitable and appropriate, the retention of such
Class shares by shareholders.
(b) The Service Providers shall use the monies paid respectively to
them to reimburse themselves for the actual costs they have incurred in
confirming that their customers have received the Prospectus and Statement of
Additional Information, if applicable, and as a fee for (l) assisting such
customers in maintaining proper records with the Trust, (2) answering questions
relating to their respective accounts, and (3) aiding in maintaining the
investment of their respective customers in the Class.
3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Trust monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees of the Trust with such other information as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers, respectively,
in order to enable the Board to make an informed determination of the amount of
the Trust" payments with respect to each Class and whether the Plan should be
continued with respect to each Class.
A-1
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan with respect to each Class and the purposes for
which such expenditures were made.
5. This Plan shall take effect with respect to the A Class of a
particular Series as of the effective date set forth on Schedule I (the
"Commencement Date"); thereafter, the Plan shall continue in effect with respect
to the A Class of a particular Series for a period of more than one year from
the Commencement Date only so long as such continuance is specifically approved
at least annually by a vote of the Board of Trustees of the Trust, and of the
non-interested Trustees, cast in person at a meeting called for the purpose of
voting on such Plan.
6. (a) The Plan may be terminated as to the A Class of any particular
Series at any time by vote of a majority of the non-interested Trustees or by
vote of a majority of the outstanding voting securities of such Class.
(b) The Plan may not be amended as to the A Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
April 19, 2001
A-2
EXHIBIT B
CLASS B
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds II (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the B Class shares of each such Series identified on Schedule I as
amended from time to time (the "Class"), which Trust, Series and Classes may do
business under these or such other names as the Board of Trustees of the Trust
may designate from time to time. The Plan has been approved by a majority of the
Board of Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related thereto ("non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. Such approval by the Trustees included a determination that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit each such Series and
shareholders of each such Class.
The Trust is a business trust organized under the laws of the State of
Delaware, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Distributors, L.P. (the "Distributor") is the principal underwriter and national
distributor for the Series' shares, including shares of the Class, pursuant to
the Distribution Agreement between the Distributor and the Trust on behalf of
each Series ("Distribution Agreement").
The Plan provides that:
l. (a) The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on Schedule
I for such Class as may be determined by the Trust's Board of Trustees from time
to time.
(b) In addition to the amounts described in (a) above, the Trust
shall pay (i) to the Distributor for payment to dealers or others, or (ii)
directly to others, an amount not to exceed the service fee rate set forth on
Schedule I for such Class, as a service fee pursuant to dealer or servicing
agreements.
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph l (a) above to assist in the distribution and promotion of shares of
the relevant Class. Payments made to the Distributor under the Plan may be used
for, among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of the relevant Class
shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Trust; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the relevant Class.
B-1
3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Trust monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Trustees of
the Trust with such other information as the Board may reasonably request in
connection with the payments made under the Plan with respect to each Class and
the use thereof by the Distributor and others in order to enable the Board to
make an informed determination of the amount of the Trust's payments and whether
the Plan should be continued with respect to each Class.
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan with respect to each Class and the purposes for
which such expenditures were made.
5. This Plan shall take effect with respect to the B Class of a
particular Series as of the effective date set forth on Schedule I (the
"Commencement Date"); thereafter, the Plan shall continue in effect with respect
to the B Class of a particular Series for a period of more than one year from
the Commencement Date only so long as such continuance is specifically approved
at least annually by a vote of the Board of Trustees of the Trust, and of the
non-interested Trustees, cast in person at a meeting called for the purpose of
voting on such Plan.
6. (a) The Plan may be terminated as to the B Class of any particular
Series at any time by vote of a majority of the non-interested Trustees or by
vote of a majority of the outstanding voting securities of such Class.
(b) The Plan may not be amended as to the B Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
April 19, 2001
B-2
EXHIBIT C
CLASS C
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds II (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the C Class shares of each such Series identified on Schedule I as
amended from time to time (the "Class"), which Trust, Series and Classes may do
business under these or such other names as the Board of Trustees of the Trust
may designate from time to time. The Plan has been approved by a majority of the
Board of Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related thereto ("non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. Such approval by the Trustees included a determination that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit each such Series and
shareholders of each such Class.
The Trust is a business trust organized under the laws of the State of
Delaware, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Distributors, L.P. (the "Distributor") is the principal underwriter and national
distributor for the Series' shares, including shares of the Class, pursuant to
the Distribution Agreement between the Distributor and the Trust on behalf of
each Series ("Distribution Agreement").
The Plan provides that:
l. (a) The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on Schedule
I for such Class as may be determined by the Trust's Board of Trustees from time
to time.
(b) In addition to the amounts described in (a) above, the Trust
shall pay (i) to the Distributor for payment to dealers or others, or (ii)
directly to others, an amount not to exceed the service fee rate set forth on
Schedule I for such Class, as a service fee pursuant to dealer or servicing
agreements.
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph l (a) above to assist in the distribution and promotion of shares of
the relevant Class. Payments made to the Distributor under the Plan may be used
for, among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of the relevant Class
shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Trust; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the relevant Class.
C-1
3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Trust monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Trustees of
the Trust with such other information as the Board may reasonably request in
connection with the payments made under the Plan with respect to each Class and
the use thereof by the Distributor and others in order to enable the Board to
make an informed determination of the amount of the Trust's payments and whether
the Plan should be continued with respect to each Class.
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan with respect to each Class and the purposes for
which such expenditures were made.
5. This Plan shall take effect with respect to the C Class of a
particular Series as of the effective date set forth on Schedule I (the
"Commencement Date"); thereafter, the Plan shall continue in effect with respect
to the C Class of a particular Series for a period of more than one year from
the Commencement Date only so long as such continuance is specifically approved
at least annually by a vote of the Board of Trustees of the Trust, and of the
non-interested Trustees, cast in person at a meeting called for the purpose of
voting on such Plan.
6. (a) The Plan may be terminated as to the C Class of any particular
Series at any time by vote of a majority of the non-interested Trustees or by
vote of a majority of the outstanding voting securities of such Class.
(b) The Plan may not be amended as to the C Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
April 19, 2001
C-2
EXHIBIT D
CLASS R
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds II (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the R Class shares of each such Series identified on Schedule I as
amended from time to time (the "Class"), which Trust, Series and Classes may do
business under these or such other names as the Board of Trustees of the Trust
may designate from time to time. The Plan has been approved by a majority of the
Board of Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related thereto ("non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. Such approval by the Trustees included a determination that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit each such Series and
shareholders of each such Class.
The Trust is a business trust organized under the laws of the State of
Delaware, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Distributors, L.P. (the "Distributor") is the principal underwriter and national
distributor for the Series' shares, including shares of the Class, pursuant to
the Distribution Agreement between the Distributor and the Trust on behalf of
each Series ("Distribution Agreement").
The Plan provides that:
l. The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on Schedule
I for such Class as may be determined by the Trust's Board of Trustees from time
to time. Such monthly fee shall be reduced by the aggregate sums paid by the
Trust on behalf of the Series to persons other than broker-dealers (the "Service
Providers") who may, pursuant to servicing agreements, provide to the Series
services in the Series' marketing of shares of the Class.
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph l above to furnish, or cause or encourage others to furnish, services
and incentives in connection with the promotion, offering and sale of the
relevant Class shares and, where suitable and appropriate, the retention of such
Class shares by shareholders.
(b) The Service Providers shall use the monies paid respectively to
them to reimburse themselves for the actual costs they have incurred in
confirming that their customers have received the Prospectus and Statement of
Additional Information, if applicable, and as a fee for (l) assisting such
customers in maintaining proper records with the Trust, (2) answering questions
relating to their respective accounts, and (3) aiding in maintaining the
investment of their respective customers in the Class.
3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Trust monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees of the Trust with such other information as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers, respectively,
in order to enable the Board to make an informed determination of the amount of
the Trust" payments with respect to each Class and whether the Plan should be
continued with respect to each Class.
D-1
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan with respect to each Class and the purposes for
which such expenditures were made.
5. This Plan shall take effect with respect to the R Class of a
particular Series as of the effective date set forth on Schedule I (the
"Commencement Date"); thereafter, the Plan shall continue in effect with respect
to the R Class of a particular Series for a period of more than one year from
the Commencement Date only so long as such continuance is specifically approved
at least annually by a vote of the Board of Trustees of the Trust, and of the
non-interested Trustees, cast in person at a meeting called for the purpose of
voting on such Plan.
6. (a) The Plan may be terminated as to the R Class of any particular
Series at any time by vote of a majority of the non-interested Trustees or by
vote of a majority of the outstanding voting securities of such Class.
(b) The Plan may not be amended as to the R Class of any particular
Series to increase materially the amount to be spent for distribution pursuant
to paragraph l hereof without approval by the shareholders of such Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
May 1, 2003
D-2
SCHEDULE I
This Schedule to the Distribution Agreement between Delaware Group
Equity Funds II and Delaware Distributors, L.P. entered into as of __________,
2003 (the "Agreement") lists the Series and Classes for which Delaware
Distributors, L.P. provides distribution services pursuant to this Agreement,
along with the 12b-1 Plan rates, if applicable, for each class and the date on
which the Agreement became effective for each Series.
--------------------------------------------------------------------------------------------------------------------------------
Total 12b-1 Plan Portion designated
Fee Rate (per annum as Service Fee Rate
of the Series' (per annum of the
average daily net Series' average
assets represented daily net assets
by shares of the represented by
Series Name Class Names Class) shares of the Class) Effective Date
--------------------------------------------------------------------------------------------------------------------------------
Delaware Decatur Equity Income Fund A Class .30% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
B Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
C Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
R Class .60% May 1, 2003
--------------------------------------------------------------------------------------------------------------------------------
Institutional Class April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Value Fund A Class .30% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
B Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
C Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
R Class .60% May 1, 2003
--------------------------------------------------------------------------------------------------------------------------------
Institutional Class April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
Delaware Growth & Income Fund A Class .30% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
B Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
C Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
R Class .60% May 1, 2003
--------------------------------------------------------------------------------------------------------------------------------
Institutional Class April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
Delaware Social Awareness Fund A Class .30% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
B Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
C Class 1.00% .25% April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
R Class .60% May 1, 2003
--------------------------------------------------------------------------------------------------------------------------------
Institutional Class April 19, 2001
--------------------------------------------------------------------------------------------------------------------------------
I-1
