EX-99.E1(VI)
Exhibit 23(3)(1)(vi)
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Amended and Restated Distribution Agreement (the "Agreement") made as
of this 14th day of October, 1997 by and between DELAWARE POOLED TRUST, INC.
(the "Fund"), a Maryland corporation, for THE REAL ESTATE INVESTMENT TRUST
PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
WHEREAS, the Fund 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 Fund, on behalf of the Portfolio, and the Distributor
previously entered into a Distribution Agreement dated as of November 29, 1995,
pursuant to which the Distributor provided distribution services in respect of
the then only class of shares of the Portfolio; and
WHEREAS, in connection with the restructuring of the Portfolio to make
available shares for sale to the retail market place, the Board of Directors of
the Fund authorized the addition of four new classes of shares of the Portfolio;
and
-1-
WHEREAS, in connection with the restructuring, the Fund desires to
amend and restate the previous agreement with the Distributor to appoint the
Distributor as the national distributor of the Portfolio's REIT Fund A Class
("Class A Shares"), REIT Fund B Class ("Class B Shares"), REIT Fund C Class
("Class C Shares"), REIT Fund Institutional Class ("Institutional Class Shares")
and The Real Estate Investment Trust Portfolio class, which Portfolio and
classes may do business under these or such other names as the Board of
Directors 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 Fund hereby engages the Distributor to promote the distribution of the
Portfolio's shares and, in connection therewith and as agent for the Fund and
not as principal, to advertise, promote, offer and sell the Portfolio's
shares to classes of investors described in the Portfolio's Prospectuses, as
such may be amended from time to time.
2. (a) The Distributor agrees to serve as distributor of the Portfolio's shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell the Portfolio's shares wherever their
sale is legal,
-2-
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 Fund's Registration Statement under the Securities Act of 1933,
including the Prospectuses contained therein, and the Statement of
Additional Information contained therein as may be mutually determined by
the Fund and the Distributor from time to time.
(b) For the Institutional Class Shares and The Real Estate Investment Trust
Portfolio class, the Distributor will bear all costs of financing any
activity which is primarily intended to result in the sale of those
classes 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 those
classes of shares.
(c) For its services as agent for the Class A Shares, Class B Shares, and
Class C Shares, 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 from
time to time and may allow concessions to dealers in such amounts and on
such terms as are therein set forth.
-3-
(d) For the Class A Shares, Class B Shares, and Class C Shares, the Fund
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, and Class C 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, respectively,
Exhibit "X," "X," and "C."
3. (a) The Fund agrees to make available for sale by the Fund through the
Distributor all or such part of the authorized but unissued shares of the
Portfolio as the Distributor shall require from time to time, and except
as provided in Paragraph 3(b) hereof, the Fund will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund 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 stock at
the option of its stockholders, or to sell stock to existing stockholders
to the extent of dividends payable from time to time in cash, or to split
up or combine its outstanding shares of common stock; (4) to offer shares
for cash to its
-4-
stockholders 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 Fund warrants the following:
(a) The Fund is, or will be, a properly registered investment company, and
any and all Portfolio's 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 Fund is bound, nor do they violate any law or
regulation of any body having jurisdiction over the Fund or its property.
5. (a) The Fund will supply to the Distributor a conformed copy of the
Registration Statement, all amendments thereto, all exhibits, and each
Prospectus and Statement of Additional Information.
(b) The Fund will register or qualify the Portfolio's shares for sale in such
states as is deemed desirable.
(c) The Fund, without expense to the Distributor,
(1) will give and continue to give such financial statements and other
information as may be required by
-5-
the SEC or the proper public bodies of the states in which the
Portfolio's 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
stockholders;
(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) will from time to time, use its best effort to keep a sufficient
supply of Portfolio's shares authorized, any increases being, subject
to the approval of shareholders as may be required;
(6) 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;
(7) will continue to make available to its stockholders (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; and
-6-
(8) will, for the purpose of computing the offering price of Portfolio's
shares, advise the Distributor within one hour 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 the Portfolio's shares of common
stock outstanding, determined in accordance with any applicable
provisions of law and the provisions of the Articles of
Incorporation, as amended, of the Fund as of the close of business on
such business day. In the event that prices are to be calculated more
than once daily, the Fund will promptly advise the Distributor of the
time of each calculation and the price computed at each such time.
6. The Distributor agrees to submit to the Fund, 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
Portfolio's shares, and the form of dealers' sales contract the Distributor
intends to use in connection with sales of the Portfolio's 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
-7-
Fund if any regulatory agency expresses objection thereto or if the Fund
delivers to the Distributor a written objection thereto.
7. 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
Fund's Prospectuses, as amended from time to time, determined in accordance
with any applicable provision of law, the provisions of its Articles of
Incorporation and the Conduct Rules of the National Association of Securities
Dealers, Inc.
8. The responsibility of the Distributor hereunder shall be limited to the
promotion of sales of Portfolio's shares. The Distributor shall undertake to
promote such sales solely as agent of the Fund, and shall not purchase or
sell such shares as principal. Orders for Portfolio's shares and payment for
such orders shall be directed to the Fund's agent, Delaware Service Company,
Inc. for acceptance on behalf of the Fund. The Distributor is not empowered
to approve orders for sales of Portfolio's shares or accept payment for such
orders. Sales of Portfolio's shares shall be deemed to be made when and where
accepted by Delaware Service Company, Inc. on behalf of the Fund.
9. With respect to the apportionment of costs between the Fund and the
Distributor of activities with which both are concerned, the following will
apply:
-8-
(a) The Fund and the Distributor will cooperate in preparing the
Registration Statements, the Prospectuses, the Statement of Additional
Information, and all amendments, supplements and replacements thereto.
The Fund will pay all costs incurred in the preparation of the Fund'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 Fund will pay the costs and fees incurred in registering or
qualifying the Portfolio's shares with the various states and with the
SEC.
(e) The Distributor will pay the costs of any additional copies of Fund
financial and other reports and other Fund literature supplied to the
Distributor by the Fund for sales promotion purposes.
10. 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.
-9-
11. The Fund agrees to indemnify, defend and hold harmless from the assets of
the Portfolio 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 Fund shall not be liable
for indemnification of the Distributor or any controlling person thereof for
any liability to the Fund or its security holders 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.
12. 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 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
-10-
19103, or at such other address as the Fund or the Distributor may designate
in writing and furnish to the other.
13. 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 Fund without the written consent
of the Distributor signed by its duly authorized officers and delivered to
the Fund. 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.
14. (a) This Agreement shall remain in force 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 or by vote of a majority of the outstanding voting
securities of the Portfolio and only if the terms and the renewal
thereof have been approved by the vote of a majority of the
-11-
Directors 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) The Distributor may terminate this Agreement on written notice to the
Fund 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 at any time by giving the Fund 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 Fund.
(c) The Fund may terminate this Agreement 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
-12-
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 Fund may also terminate this Agreement 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.
15. The validity, interpretation and construction of this Agreement, and of each
part hereof, will be governed by the laws of the Commonwealth of
Pennsylvania.
16. 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.
Attest: By: DELAWARE DISTRIBUTORS, INC.,
General Partner
/s/ Xxxxxx X. Xxxxx By: /s/Xxxxx Xxxxxx
---------------------------------- ----------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx
Title: Assistant Vice President/ Title: President and Chief
Assistant Secretary Executive Officer
DELAWARE POOLED TRUST, INC. for THE
REAL ESTATE INVESTMENT TRUST
PORTFOLIO
Attest:
/s/Xxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxxx
---------------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Executive Vice President
Assistant Secretary Chief Operating Officer
Chief Financial Officer
-13-
EXHIBIT A
DISTRIBUTION PLAN
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
REIT FUND A CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of l940 (the "Act") by Delaware
Pooled Trust, Inc., (the "Fund"), for The Real Estate Investment Trust Portfolio
(the "Portfolio") on behalf of REIT Fund A Class ("Class"), which Fund,
Portfolio and Class may do business under these or such other names as the Board
of Directors of the Fund may designate from time to time. The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto ("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Such approval by the Directors 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 the Portfolio and shareholders of the Class. The Plan has been
adopted prior to any public offering of the Class.
A-1
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Portfolio's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Portfolio's shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Portfolio's
shares, including shares of the Class, pursuant to the Amended and Restated
Distribution Agreement between the Distributor and the Fund on behalf of the
Portfolio ("Distribution Agreement").
The Plan provides that:
l. The Fund shall pay to the Distributor a monthly fee not to exceed
0.3% (3/10 of l%) per annum of the Portfolio's average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Directors from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Portfolio to
persons other than broker-dealers (the "Service Providers") who may, pursuant to
servicing agreements, provide to the Portfolio services in the Portfolio's
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
A-2
to furnish, services and incentives in connection with the promotion, offering
and sale of Class shares and, where suitable and appropriate, the retention of
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 Fund, (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 Fund at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Fund monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Directors of the Fund 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 Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a
A-3
written report of the amounts expended under the Plan and the purposes for which
such expenditures were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund in writing of the commencement of the Plan (the "Commencement
Date"); thereafter, the Plan shall continue in effect 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 Directors of
the Fund, and of the non-interested Directors, cast in person at a meeting
called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph l hereof without approval by the
shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)"
A-4
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.
October 14, 1997
A-5
EXHIBIT B
DISTRIBUTION PLAN
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
REIT FUND B CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Pooled Trust, Inc., (the "Fund"), for The Real Estate Investment Trust Portfolio
(the "Portfolio") on behalf of REIT Fund B Class ("Class"), which Fund,
Portfolio and Class may do business under these or such other names as the Board
of Directors of the Fund may designate from time to time. The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto ("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Such approval by the Directors 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 the Portfolio and shareholders of the Class. The Plan has been
adopted prior to any public offering of the Class.
B-1
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Portfolio's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Portfolio's shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Portfolio's
shares, including shares of the Class, pursuant to the Amended and Restated
Distribution Agreement between the Distributor and the Fund on behalf of the
Portfolio ("Distribution Agreement").
The Plan provides that:
1. (a) The Fund shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the Portfolio's average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Directors from time to time.
(b) In addition to the amounts described in (a) above, the Fund shall
pay (i) to the Distributor for payment to dealers or others, or (ii) directly to
others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the Portfolio's
average daily net assets represented by shares of the Class, as a service fee
pursuant to dealer or servicing agreements.
B-2
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the 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 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 Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.
3. The Distributor shall report to the Fund 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 Fund 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 Directors of
the Fund with such other
B-3
information as the Board may reasonably request in connection with the payments
made under the Plan 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
Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect 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 Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.
B-4
7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
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.
October 14, 1997
B-5
EXHIBIT C
DISTRIBUTION PLAN
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
REIT FUND C CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Pooled Trust, Inc., (the "Fund"), for The Real Estate Investment Trust Portfolio
(the "Portfolio") on behalf of REIT Fund C Class ("Class"), which Fund,
Portfolio and Class may do business under these or such other names as the Board
of Directors of the Fund may designate from time to time. The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto ("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Such approval by the Directors 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 the Portfolio and shareholders of the Class. The Plan has been
adopted prior to any public offering of the Class.
C-1
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Portfolio's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Portfolio's shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Portfolio's
shares, including shares of the Class, pursuant to the Amended and Restated
Distribution Agreement between the Distributor and the Fund on behalf of the
Portfolio ("Distribution Agreement").
The Plan provides that:
1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed
0.75% (3/4 of 1%) per annum of the Portfolio's average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Directors from time to time.
(b) In addition to the amounts described in paragraph 1(a) above, the
Fund shall pay: (i) to the Distributor for payment to dealers or others or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Portfolio's average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
C-2
2.(a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the 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 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 Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.
3. The Distributor shall report to the Fund 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 Fund 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 Directors of
the Fund with such other
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information as the Board may reasonably request in connection with the payments
made under the Plan 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
Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect 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 Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6.(a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.
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7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
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.
October 14, 1997
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