EX-99.B9
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 29th day of June, 1988 by and between DMC
TAX - FREE INCOME TRUST - PENNSYLVANIA ("Fund"), a Pennsylvania Business Trust
and DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware Corporation, each having
its principal office and place of business at Xxx Xxxx Xxxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreement between Fund and Delaware
Management Company, Inc. provides that Fund shall conduct its own business and
affairs and shall bear the expenses and salaries necessary and incidental
thereto including, but not in limitation of the foregoing, the costs incurred
in: the maintenance of its corporate existence; the maintenance of its own
books, records and procedures; dealing with its own shareholders; the payment
of dividends; transfer of stock, including issuance and redemption of shares;
reports and notices to shareholders; calling and holding of shareholder
meetings; miscellaneous office expenses; brokerage commissions; legal and
accounting fees; taxes; and federal and state registration fees, and
WHEREAS, the predecessor to DSC previously served as the Shareholder
Services Agent for the Fund and the Fund has designated DSC to act as
Shareholder Services Agent for the Fund as of the date of this Agreement; and
WHEREAS, Fund and DSC desire to have a written agreement concerning the
performance of the foregoing services and providing compensation therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
Section 1.1 Fund hereby appoints DSC its Shareholder Services Agent to
provide as agent for the Funds services as Transfer Agent, Dividend Disbursing
Agent and Shareholder Servicing Agent and DSC hereby accepts such appointment
and agrees to provide Fund, as its agent, the services described herein.
Section 1.2 Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. Fund
also shall reimburse DSC for expenses incurred or advanced by it for the Fund
in connection with its services hereunder.
II. DOCUMENTATION
Section 2.1 Fund represents that it has provided or made available to
DSC (or has given DSC an opportunity to examine) copies of, and, DSC represents
that it has received from Fund (or is otherwise familiar with), the following
documents:
A. The Declaration of Trust or other document evidencing
Fund's form of organization and any current amendments thereto.
B. The Procedural Guidelines of Fund;
C. Any resolution or other action of Fund or the Board of
Trustees of Fund establishing or affecting the rights, privileges or other
status of any class or series of shares of Fund, or altering or abolishing any
such class or series;
D. A certified copy of a resolution of the Board of
Trustees of Fund appointing DSC as Shareholder Services Agent and authorizing
the execution of this Agreement;
E. The form of share certificates of Fund in the form
approved by the Board of Trustees of Fund;
F. A copy of Fund's currently effective prospectus and
Statement of Additional Information under the Securities act of 1933;
G. Copies of all account application forms and other
documents relating to shareholder accounts in Fund.
H. Copies of documents relating to Plans of Fund for
the purchase, sale or repurchase of its shares, including periodic payment
or withdrawal plans, reinvestment plans or retirement plans;
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I. Any opinion of counsel to Fund relating to the
authorization and validity of the shares of Fund issued or proposed to be
issued under the law of the State of Fund's organization, including the
status thereof under any applicable securities laws;
J. A certified copy of any resolution of the Board of
Trustees of Fund authorizing any person to give instructions to DSC under
this Agreement, (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
K. Any amendment, revocation or other document altering,
adding, qualifying or repealing any document or authority called for under
this Section 2.1.
Section 2.2 Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.
Section 2.3 Fund shall provide or make available to DSC a certified
copy of any resolution of the shareholders or the Board of Trustees of Fund
providing for a dividend, capital gains distribution, distribution of capital,
stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of Fund or the payment of dividends.
Section 2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock or share certificate or the
books recording the same, Fund shall deliver or make available to DSC:
A. A certified copy of any document authorizing or
effecting such change;
B. Written instructions from an authorized officer
implementing such change; and
C. An opinion of counsel to Fund as to the validity of
such action, if requested by DSC.
Section 2.5 Fund warrants the following:
A. Fund is, or will be, a properly registered investment
company under the Investment Company Act of 1940 and any and all shares which
it issues will be properly registered and lawfully issued under applicable
federal and state laws.
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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.
Section 2.6 DSC warrants the following:
A. DSC is and will be properly registered as a transfer
agent under the Securities Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.
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 DSC or its property.
III. SHARE CERTIFICATES
Section 3.1 Fund shall furnish or authorize DSC to obtain, at Fund's
expense a sufficient supply of blank stock certificates, and from time to time
will replenish such supply upon the request of DSC. Fund agrees to indemnify
and exonerate, save and hold DSC harmless, from and against any and all claims
or demands that may be asserted against DSC concerning the genuineness of any
stock certificate supplied to DSC pursuant to this section.
Section 3.2 DSC shall safeguard, and shall account to Fund, upon its
demand for, all such share certificates: (A) as issued, showing to whom issued,
or (B) as unissued, establishing the safekeeping, cancellation or destruction
thereof.
Section 3.3 Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign share certificates or in the form thereof. If
an officer whose manual or fascimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto, promptly
provide to DSC any approval, adoption or ratification as may be required by DSC.
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IV. TRANSFER AGENT
Section 4.1 As Transfer Agent, DSC shall issue, redeem and transfer
Fund shares, and, in connection therewith but not in limitation thereof, it
shall:
A. Upon receipt of authority to issue shares, determine
the total shares to be issued and issue such shares by crediting shares to
accounts created and maintained in the registration forms provided; as
applicable, prepare, issue and deliver stock certificates.
B. Upon proper transfer authorization, transfer shares by
debiting transferor-shareholder accounts and crediting such shares to accounts
created and/or maintained for transferee-shareholders; if applicable, issue
and/or cancel stock certificates.
C. Upon proper redemption authorization, determine the
total shares to be redeemed and redeemed; determine the total redemption
payments to be made and made; redeem shares by debting shareholder accounts; as
applicable receive and cancel stock certificates for shares redeemed; and remit
or cause to be remitted the redemption proceeds to shareholders.
D. Create and maintain accounts; reconcile and control
cash due and paid, shares issued and to be issued, cash to be remitted and
remitted and shares debted and credited to accounts; provide such notices,
instructions or authorizations as Fund may require.
Section 4.2 DSC shall not be required to issue, transfer or redeem Fund
shares upon receipt of it from Fund, or from any federal or state regulatory
agency or authority, written notice that the issuance, transfer or redemption
of Fund shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
Section 5.1 As Dividend Disbursing Agent, DSC shall disburse and cause
to be disbursed to Fund shareholders Fund dividends, capital gains distributions
or any payments from other sources as directed by Fund. In connection
therewith, but not in limitation thereof, DSC shall:
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A. Calculate the total disbursement due and payable and
the disbursement to each shareholder as to shares owned, in accordance with
Fund's authorization.
B. Calculate the total disbursements for each shareholder,
as aforesaid, to be disbursed in cash; prepare and mail check therefor.
C. Calculate the total disbursement for each shareholder,
as aforesaid, for which Fund shares are to be issued, and authorized and
instruct the issuance of Fund shares therefor in accordance with Section IV
hereof.
D. Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by the federal or state authority.
E. Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as Fund may require.
Section 5.2 DSC shall not be required to make any disbursement upon
the receipt from Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
Section 6.1 As Shareholder Servicing Agent, DSC shall provide those
services ancillary to but in implementation of the services provided under
Sections I through V hereof, and those generally defined and accepted as
Shareholder Services. In connection therewith, but not in limitation thereof,
DSC shall:
A. Except where instructed in writing by the Fund not to
do so, and where in compliance with applicable law, accept orders on behalf of
the Fund; receive and process investments and applications; remit to Fund or
its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.
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B. Receive, record and respond to communications of
shareholders and their agents.
C. As instructed by Fund, prepare and mail shareholder
account information, mail Fund shareholder reports and Fund prospectuses.
D. Prepare and mail Fund proxies and material for Fund
shareholder meetings, receive and process proxies from shareholders, and deliver
such proxies as directed by Fund.
E. Administer investment plans offered by Fund to
investors and Fund shareholders, including Retirement Plans, including
activities not otherwise provided in Section I through V of this Agreement.
VII. PERFORMANCE OF DUTIES
Section 7.1 The parties hereto intend that Fund shareholders and their
shareholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by Fund.
Section 7.2 DSC may, in performing this Agreement, require Fund or
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or shareholders.
Section 7.3 DSC may request or receive instructions from Fund and may at
Fund's expense, consult with counsel for the Fund or its own counsel, with
respect to any matter arising in connection with the performance of its duties
hereunder, and shall not be liable for any action taken or omitted by it in good
faith in accordance with such instructions or opinions of counsel.
Section 7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.
Section 7.5 Upon notice thereof to Fund DSC may employ others to provide
services to DSC in its performance of this Agreement.
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Section 7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other Funds of the
Delaware Group and to others, and, may be used to perform other services for
Fund, the other Funds of the Delaware Group and others.
Section 7.7 DSC shall provide its services as transfer agent hereunder
in accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type services provided hereunder by
other institutions providing the same or similar services, and, those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of Fund's records.
Section 7.8 Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
Section 8.1 Fund and DSC acknowledge that because DSC has common
ownership and close management ties with Fund's investment advisor and Fund's
distributor and serves the other Funds of the Delaware Group, DSC having been
originally established to provide the services hereunder for Fund and the other
Funds of the Delaware Group, advantages and benefits to Fund in the employment
of DSC hereunder can be available which may not generally be available to it
from others providing similar services.
Section 8.2 Fund and DSC further acknowledge that the compensation by
Fund to DSC is intended to induce DSC to provide services under this agreement
of a nature and quality which the Board of Trustees of Fund, including a
majority who are not parties to this agreement or interested person of the
parties hereto, has determined after due consideration to be necessary for the
conduct of the business of the Fund in the best interests of Fund and its
shareholders.
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Section 8.3 Compensation by Fund to DSC hereunder shall be determined
in accordance with Schedule A hereto as it shall be amended from time to time as
provided for herein and which is incorporated herein as a part hereof.
Section 8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of Trustees
of Fund at least annually and may be reviewed and approved more frequently at
the request of either party. The Board may request and DSC shall provide such
information as the Board may reasonably require to evaluate the basis of and
approve the compensation.
IX. STANDARD OF CARE
Section 9.1 Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this contract, agrees to
indemnify DSC against, any claim, or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by Fund.
X. CONTRACTUAL STATUS
Section 10.1 This Agreement shall be executed and become effective on
the date first written above if approved by a vote of the Board of Trustees,
including an affirmative vote of a majority of the non-interested members of
the Board, cast in person at a meeting called for the purpose of voting on such
approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Trustees of
Fund, including an affirmative vote of the majority of the non-interested
members of the Board cast in person at a meeting called for the purpose of
voting such approval.
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Section 10.2 This Agreement may not be assigned without the approval of
Fund.
Section 10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
/S/XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
ATTEST:/S/XXXXXX X. XXXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxxx
DMC TAX-FREE INCOME TRUST -
PENNSYLVANIA
/S/XXXXX X. XXXXX
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Xxxxx X. Xxxxx
ATTEST:/S/XXXXXXX X. BEACH
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Xxxxxxx X. Beach
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SCHEDULE A
COMPENSATION
1. DSC will determine and report to the Fund, at least annually, the
compensation for services to be provided to the Fund for DSC's forthcoming
fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for services
provided. DSC will xxxx, and the Fund will pay, such compensation monthly.
3. For the period commencing October 1, 1984, the charge will be at the
annual rate of $17.25 per account.
SCHEDULE A
COMPENSATION
1. DSC will determine and report to the Fund, at least annually, the
compensation for services to be Provided to the Fund for DSC's forthcoming
fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for services
provided. DSC will xxxx, and the Fund will pay, such compensation monthly.
3. The fee will consist of an annual per account charge coupled with a series
of transaction charges. These are as follows:
A. ANNUAL CHARGE
Daily Dividend Funds $9.00 per annum
Other Funds
$4.20 per annum
B. TRANSACTION CHARGE
TRANSACTION CHARGE
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1. Dividend Payment $ 0.35
2. New Account 5.75
3. Purchase:
a. Wire 6.00
b. Money Market Automated 1.50
c. Other 2.25
4. Transfer 2.25
5. Certificate Issuance 2.00
6. Liquidation:
a. Wire 12.25
b. Draft .50
c. Money Market Regular 2.50
d. Daily Dividend Regular 6.00
7. Exchanges 7.00
