EX-99.B6I
Exhibit 24(b)(6)(i)
PROPOSED
SUBJECT TO BOARD APPROVAL
DELAWARE GROUP PREMIUM FUND, INC.
REIT SERIES
DISTRIBUTION AGREEMENT
Distribution Agreement made as of this day of March, 1998 by and
between DELAWARE GROUP PREMIUM FUND, INC., a Maryland corporation (the "Fund"),
on behalf of its REIT SERIES (the "Series") and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
W I T N E S S E T H:
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 desires to appoint the Distributor as distributor
for the shares of the Series and the Distributor wishes to accept such
appointment 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. The Distributor agrees to serve as distributor of the
Series' shares and, as agent for the Fund and not as
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. The Distributor will bear all costs of
financing any activity which is primarily intended to
result in the sale of the Series' 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 the
Series' shares.
3. (a) The Fund agrees to make available for sale by the
Fund through the Distributor all or such part of
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the authorized but unissued Series' shares as the
Distributor shall require from time to time, all
subject to the further provisions of this contract,
and except with the Distributor's written consent
or 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 (l)
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 for shares of any corporation or trust;
(3) to pay stock dividends to its shareholder, 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 distributor
in any jurisdiction where the Distributor is not
registered as a broker dealer.
4. The Fund warrants the following:
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(a) The Fund is, or will be, a properly registered
investment company, and any and all shares which it
will sell through the Distributor are, or will be,
properly registered with the Securities and
Exchange Commission.
(b) The provisions of this contract 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
shares may be qualified;
(2) from time to time, will furnish the
Distributor as soon as reasonably
practicable the following information: (a)
true copies of its periodic reports to
stockholders, and unaudited quarterly
balance sheets and income statements for
the period from the beginning of the then
current fiscal year to such
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balance sheet dates; and (b) a profit and
loss statement and a balance sheet at the
end of each fiscal half year accompanied
by a copy of the certificate or report
thereon of an independent public
accountant (who may be the regular
accountant for the Fund), provided that in
lieu of furnishing at the end of any
fiscal half year a statement of profit and
loss and a balance sheet certified by an
independent public accountant as above
required, the Fund may furnish a true copy
of its detailed semi-annual report to its
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 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
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
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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 its Series' shares,
advise the Distributor within one hour
after the close of regular trading on 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
Company 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 on
behalf of the Fund all advertisements proposed to be used
by the Distributor, and 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. The Distributor
also agrees that the Distributor will submit such sales
literature and advertisements to the NARD, SEC or other
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regulatory agency as from time to time may be appropriate,
considering practices then current in the industry. The
Distributor agrees not 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 applicable provisions 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 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, for acceptance on behalf
of the Fund. The Distributor is not empowered to approve
orders for sales of Series' shares or accept payment for
such orders. Sales of Series' shares shall be deemed to
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be made when and where accepted by Delaware Service
Company.
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, 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
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 the Series' shares with the various
states and with the Securities and Exchange
Commission.
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(e) The Distributor will pay the costs of any
additional copies of the Fund 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 would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the
performance of their duties hereunder or by reason of
their reckless disregard of their obligations and duties
under this Agreement.
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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,
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 provisions
contained in Paragraph 11 hereof, this contract and all
conditions and provisions hereof are for the sole and
exclusive benefit of the parties hereto and their legal
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successors and no express or implied provisions of this
Agreement are 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. The Distributor shall look only to the
assets of the Fund to meet the obligations of, or claims
against, the Fund under this Agreement and not to the holder
of any share of the Fund.
14. (a) This contract shall remain in force for a period of
two years from the date of execution of this
Agreement 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 contract on
written notice to the Fund at any time in case the
effectiveness of the Registration Statement shall
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be suspended, or in case Stop Order proceedings are
initiated by the U. S. Securities and Exchange
Commission in respect of the Registration Statement
and such proceedings are not withdrawn or
terminated within thirty days. The Distributor may
also terminate this contract at any time by giving
the Fund written notice of its intention to
terminate the contract 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 contract 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
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of the shares are not qualified for sale. The Fund
may also terminate this contract 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
contract, and of each part hereof, will be governed by the
laws of the Commonwealth of Pennsylvania.
16. In the event any provision of this contract is determined to
be void or unenforceable, such determination shall, not
affect the remainder of the contract, which shall continue
to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.,
Attest: General Partner
________________________________ By:___________________________
Name: Name:
Title: Title:
DELAWARE GROUP PREMIUM FUND, INC.
Attest: FOR THE REIT SERIES
________________________________ By:___________________________
Name: Name:
Title: Title:
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