FINANCIAL INTERMEDIARY
DISTRIBUTION AGREEMENT
Financial Intermediary Distribution Agreement (the "Agreement") made as
of this 1st day of January, 2001 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.
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;
(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. LFD agrees to submit to DDLP, prior to its use, 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 to LFD a written objection thereto. Notwithstanding the provisions
of this Paragraph 5, both parties acknowledge that DDLP shall be primarily
responsible for preparing marketing materials and advertising 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 below:
(a) Sale of shares of Funds other than Delaware Group Premium Fund
("Premium Fund").
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(1) With respect to each sale of non-money market Fund shares through
Financial Intermediaries on or after the date of this Agreement,
a non-recurring fee equal to:
(A) .45% of the net asset value of such shares to the extent
that the aggregate value of such shares sold during a
calendar year, when combined with the aggregate value of
Premium Fund shares sold during such calendar year through
the products LFD wholesales and the aggregate value of wrap
separate account sales generated by LFD during such calendar
year, is $3.75 billion or less; or
(B) .50% of the net asset value of such shares to the extent
that the aggregate value of such shares sold during a
calendar year, when combined with the aggregate value of
Premium Fund shares sold during such calendar year through
the products LFD wholesales and the aggregate value of wrap
separate account sales generated by LFD during such calendar
year, is more than $3.75 billion but less than $4.5 billion;
or
(C) .55% of the net asset value of such shares to the extent
that the aggregate value of such shares sold during a
calendar year, when combined with the aggregate value of
Premium Fund shares sold during such calendar year through
the products LFD wholesales and the aggregate value of wrap
separate account sales generated by LFD during such calendar
year, is more than $4.5 billion.
(2) In addition to the non-recurring fee set forth in Section
7(a)(1), a fee at the annual rate of .04% of the average daily
net assets of Fund shares (including money market Fund shares)
outstanding and beneficially owned by shareholders through
Financial Intermediaries, including those Fund shares sold before
the date of this Agreement.
(3) The fees payable by DDLP to LFD under this Section 7(a) shall be
calculated and paid monthly.
(b) Sale of Premium Fund shares through Allmerica Variable Products.
(1) With respect to each sale of Premium Fund 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.
(2) The fees payable by DDLP to LFD under this Section 7(b) shall be
calculated and paid monthly.
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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) DDLP will bear the expense of its advertising and promotional
activities and materials that relate exclusively to the Funds;
(d) 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
(e) DDLP and LFD will jointly bear the expense of advertising and
promotional activities and materials relating both to the Funds and to
the other products distributed by LFD, the apportionment of such
expenses to be agreed upon by DDLP and LFD from time to time.
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 Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, 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
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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.
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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, L.P.
By: DELAWARE DISTRIBUTORS, INC.,
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
LINCOLN FINANCIAL DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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APPENDIX A
Delaware Group Adviser Funds
Delaware New Pacific Fund
Delaware Overseas Equity Fund
Delaware U.S. Growth Fund
Delaware Group Cash Reserve
Delaware Cash Reserve Fund
Delaware Group Equity Funds I
Delaware Balanced Fund
Delaware Devon Fund
Delaware Group Equity Funds II
Delaware Blue Chip Fund
Delaware Decatur Equity Income Fund
Delaware Diversified Value Fund
Delaware Growth and Income Fund
Delaware Social Awareness Fund
Delaware Group Equity Funds III
Delaware American Services Fund
Delaware Large Cap Growth Fund
Delaware Research Fund
Delaware Technology and Innovation Fund
Delaware Trend Fund
Delaware Group Equity Funds IV
Delaware Diversified Growth Fund
Delaware Growth Opportunities Fund
Delaware Group Equity Funds V
Delaware Mid-Cap Value Fund
Delaware Retirement Income Fund
Delaware Small Cap Contrarian Fund
Delaware Small Cap Value Fund
Delaware Group Foundation Funds
Delaware Balanced Portfolio
Delaware Growth Portfolio
Delaware Income Portfolio
Delaware S&P 500 Index Fund
The Asset Allocation Portfolio
Delaware Group Limited-Term Government Funds
Delaware Limited-Term Government Fund
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Delaware Group Global & International Funds
Delaware Emerging Markets Fund
Delaware Global Bond Fund
Delaware Global Equity Fund
Delaware International Equity Fund
Delaware International Small Cap Fund
Delaware Group Government Fund
Delaware American Government Bond Fund
Delaware Group Income Funds
Delaware Corporate Bond Fund
Delaware Delchester Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Strategic Income Fund
Delaware Group Premium Fund
Balanced Series
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series
Devon Series
Emerging Markets Series
Global Bond Series
Growth and Income Series
Growth Opportunities Series
High Yield Series
International Equity Series
REIT Series
Select Growth Series
Small Cap Value Series
Social Awareness Series
Strategic Income Series
Technology and Innovation Series
Trend Series
U.S. Growth Series
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free New Jersey Fund
Delaware Tax-Free Pennsylvania Fund
Delaware Group Tax-Free Fund
Delaware Tax-Free Insured Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund
Delaware Tax-Free Money Fund
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Delaware Pooled Trust
Real Estate Investment Trust Portfolio
Voyageur Funds
Delaware U.S. Government Securities Fund
Voyageur Insured Funds
Delaware Minnesota Insured Fund
Delaware Tax-Free Arizona Insured Fund
Voyageur Intermediate Tax Free Funds
Delaware Tax-Free Minnesota Intermediate Fund
Voyageur Investment Trust
Delaware Tax-Free California Insured Fund
Delaware Tax-Free Florida Fund
Delaware Tax-Free Florida Insured Fund
Delaware Tax-Free Kansas Fund
Delaware Tax-Free Missouri Insured Fund
Delaware Tax-Free New Mexico Fund
Delaware Tax-Free Oregon Insured Fund
Voyageur Mutual Funds
Delaware Minnesota High-Yield Municipal Bond Fund
Delaware Montana Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free Arizona Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Iowa Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
Delaware Tax-Free Wisconsin Fund
Voyageur Mutual Funds II
Delaware Tax-Free Colorado Fund
Voyageur Mutual Funds III
Delaware Growth Stock Fund
Delaware Select Growth Fund
Delaware Tax-Efficient Equity Fund
Voyageur Tax Free Funds
Delaware Tax-Free Minnesota Fund
Delaware Tax-Free North Dakota Fund
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