DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
GLOBAL ASSETS SERIES
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this 3rd day of April,
1995 by and between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC., a
Maryland corporation (the "Fund"), for the GLOBAL ASSETS SERIES (the "Series")
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 and the Distributor (or its predecessor) were the parties
to a contract under which the Distributor acted as the national distributor of
the Series, which contract was amended and restated as of the 28th day of
December, 1994 and subsequently readopted as of January 3, 1995 (the "Prior
Distribution Agreement"), and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor completed on the
-1-
date of this Agreement a merger transaction with a newly-formed subsidiary of
Lincoln National Corporation, pursuant to which Holdings became a wholly-owned
subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of the
Distributor and an automatic termination of the Prior Distribution Agreement,
and
WHEREAS, the Board of Directors of the Fund has determined to enter into a
new agreement with the Distributor as of the date hereof, pursuant to which the
Distributor shall continue to be the national distributor of the Series' Global
Assets Fund A Class (the "Class A Shares"), the Series' Global Assets Fund B
Class (the "Class B Shares") and the Series' Global Assets Fund Institutional
Class (the "Institutional Class Shares"), which 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
Series' shares and, in connection therewith and as agent for the Fund and
not as principal, to advertise, promote, offer and sell the Series' shares
to the public.
2. (a) The Distributor agrees to serve as distributor of the Series' shares
and, as agent for the Fund and not as
-2-
principal, to advertise, promote and use its best efforts to sell the
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 Fund's
Registration Statement under the Securities Act of 1933, including the
Prospectus 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, 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 and Class B 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.
(d) For the Class A Shares and Class B Shares, the Fund shall, in
addition, compensate the Distributor for its
-3-
services as provided in the Distribution Plan as adopted on behalf of
the Class A Shares and Class B 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 "A" and "B".
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 Series as the Distributor shall require from time to time, and
except as provided in Paragraph 3(b) hereof, the Fund will not sell
Series' 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 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
-4-
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 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 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 Series' 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 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 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
-5-
effective, (b) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus 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 Series' shares authorized, any increases being subject
to approval of the Fund's shareholders as may be required;
(6) before filing any further amendment to the Registration Statement
or to the Prospectus, will furnish 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 the
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
(8) will, for the purpose of computing the offering price of Series'
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
Series' 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-
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
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 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 Prospectus, as amended from time to time, determined in
accordance with any applicable provision of law, the provisions of its
Articles of Incorporation and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
-7-
8. 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 Fund, and shall not purchase or
sell such shares as principal. Orders for Series' 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 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 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:
(a) The Fund and the Distributor will cooperate in preparing the
Registration Statements, the Prospectus, 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.
-8-
(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 Series' 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.
11. The Fund agrees to indemnify, defend and hold harmless from the assets of
the 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 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
-9-
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 00000, 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
-10-
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 Series and only if the terms and the renewal thereof
have been approved by the vote of a majority of the 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
-11-
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 stockholders 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 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.
-12-
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.
By: DELAWARE DISTRIBUTORS, INC.,
General Partner
Attest:
/s/ Xxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President/ Title: Senior Vice President
Assistant Secretary Chief Financial Officer
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
for the GLOBAL ASSETS SERIES
Attest:
Xxxxxxxx X. Maestro By: Xxxxx X. Xxxxx
------------------------------- -----------------------------
Name: Xxxxxxxx X. Maestro Name: Xxxxx X. Xxxxx
Title: Assistant Vice President/ Title: Chairman
Assistant Secretary
-13-
Exhibit A
12b-1 PLAN
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
Group Global & International Funds, Inc. (the "Fund"), for the Global Assets
Series (the "Series") on behalf of the Global Assets Fund A Class (the "Class").
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, 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 Class and its shareholders. If the Plan has not yet been approved by
a majority of the outstanding voting securities as required in the Act, the Plan
will be presented to the public shareholders of the Class at the next regular
annual or special meeting.
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
International Advisers Ltd. ("DIA Ltd.") serves as the Series' investment
adviser and
A-1
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. 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 Fund on behalf of Series (the "Distribution Agreement").
The Distributor may enter into agreements with other registered
broker-dealers substantially in the form of the Dealer Agreement approved by the
Fund in the implementation of this Plan and of the Distribution Agreement
between it and the Series. The Series may, in addition, enter into arrangements
with persons other than broker-dealers which are not "affiliated persons" or
"interested persons" of the Series, DIA Ltd. or the Distributor to provide to
the Series services in the Series' marketing of the shares of the Class, such
arrangements to be reflected by Service Agreements.
The Plan provides that:
1. The Fund shall pay a monthly fee not to exceed 0.3% (3/10 of 1%) per
annum of the Series' 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 to persons other than broker-dealers (the "Service Providers")
pursuant to Service Agreements referred to above.
A-2
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph 1 above to furnish, or cause or encourage others 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
Service Agreement and 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-3
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 in writing of the commencement of the Plan, which time shall not be
before the first annual or special meeting of the public shareholders at which
the Plan is or was approved by the vote of a majority of the outstanding voting
securities as required in the Act (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
Directors who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan ("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 thereof without
approval by the shareholders of the Class.
7. The Distribution Agreement between the Fund on behalf of the Series and
the Distributor, and the Service Agreements between the Fund on behalf of the
Series and the Service Providers, shall specifically have a copy of this Plan
attached to, and its terms and provisions incorporated respectively by reference
in, such agreements.
8. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
9. 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.
10. The definitions contained in Sections 2(a)(3), 2(a)(4), 2(a)(l9) and
2(a)(42) of the Act shall govern the meaning of "affiliated person,"
"assignment," "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.
A-4
Exhibit B
12b-1 Plan
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
Group Global & International Funds, Inc. (the "Fund"), for the Global Assets
Series (the "Series") on behalf of the Global Assets Fund B Class (the "Class"),
which Fund, Series 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, 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 Class and its
shareholders. The Plan has been approved by a vote of the holders of a majority
of the outstanding voting securities of the Class, as defined in the Act.
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 Series' investment adviser and manager
pursuant
B-1
to an Investment Management Agreement. Delaware Service Company, Inc. serves as
the Series' shareholder servicing, dividend disbursing and transfer agent.
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 Fund for
the Series ("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 Series' 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 Series' average daily net assets represented
by shares of the Class, as a service fee pursuant to dealer or
servicing agreements, the forms of which have been approved from
time to time by the Fund's Board of Directors.
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
B-2
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 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,
B-3
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
Directors who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan ("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.
7. The Distribution Agreement between the Fund on behalf of the Series and
the Distributor, and any dealers or servicing agreements between the Distributor
and brokers or others or between the Fund on behalf of the Series and others
receiving a servicing fee, shall specifically have a copy of this Plan attached
B-4
to, and its terms and provisions incorporated respectively by reference in, such
agreements.
8. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
9. 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.
10. The definitions contained in Sections 2(a)(3), 2(a)(4), 2(a)(19) and
2(a)(42) of the Act shall govern the meaning of "affiliated person,"
"assignment," "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.
B-5