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").
-2-
(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.
-3-
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 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.
-4-
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.
-5-
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
6
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
7
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
8
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
9
