EXHIBIT E(1)(i)
[REGISTRANT NAME]
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this _____ day of
_________, _____by and between [REGISTRANT NAME], a Delaware business trust (the
"Trust"), severally on behalf of each series of shares of beneficial interest of
the Trust that is listed on Schedule A to this Agreement, as that Schedule may
be amended from time to time (each such series of shares is hereinafter referred
to as a "Fund" and, together with other series of shares listed on such
Schedule, the "Funds"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a
Delaware limited partnership.
WITNESSETH
WHEREAS, the Trust 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 Trust desires to enter into an agreement with the
Distributor as of the date hereof, pursuant to which the Distributor shall serve
as the national distributor of each Fund's A Class ("Class A Shares"), B Class
("Class B Shares"), C Class ("Class C Shares"), and Institutional Class
("Institutional Class Shares") [, and The Real Estate Investment Trust Portfolio
Class ("The Real Estate Investment Trust Portfolio Class Shares")], which Trust,
Funds and classes may do business under these or such other names as the Board
of Trustees 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 Trust hereby engages the Distributor to promote the
distribution of the Funds' shares and, in connection therewith
and as agent for the Trust and not as principal, to advertise,
promote, offer and sell shares of the Funds to the public.
2. (a) The Distributor agrees to serve as distributor of
the Funds' shares and, as agent for the Trust and not
as principal, to advertise, promote and use its best
efforts to sell the 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
Trust'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 Trust and the Distributor from time to time.
(b) For the Institutional Class Shares [and The Real
Estate Investment Trust Portfolio 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,
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 Prospectuses 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, Class B Shares, and Class C
Shares, the Trust 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 Trust agrees to make available for sale by
the Trust through the Distributor all or such part of
the authorized but unissued shares of beneficial
interest of each Fund as the Distributor shall
require from time to time and, except as provided in
Paragraph 3(b) hereof, the Trust will not sell the
Funds' shares other than through the efforts of the
Distributor.
(b) The Trust 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 shares of beneficial interest at the option
of its shareholders, or to sell shares of beneficial
interest to existing shareholders to the extent of
dividends payable from time to time in cash, or to
split up or combine its outstanding shares; (4) to
offer shares for cash to its shareholders 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 Trust warrants the following:
(a) The Trust is, or will be, a properly registered
investment company, and any and all Funds' 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 Trust is bound,
nor do they violate any law or regulation of any body
having jurisdiction over the Trust or its property.
5. (a) The Trust will supply to the Distributor a conformed
copy of the Registration Statement and all amendments
thereto, including all exhibits and each Prospectus
and Statement of Additional Information.
(b) The Trust will register or qualify the Funds' shares
for sale in such states as is deemed desirable.
(c) The Trust, without expense to the Distributor:
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(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 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 shareholders;
(3) will promptly advise the Distributor in
person or by telephone or telegraph, [should
this be updated to include fax and e-mail?]
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 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
shareholders (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 each Fund'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 each Fund's shares of
beneficial interest outstanding, determined
in accordance with any applicable provisions
of law and the provisions of the Agreement
and Declaration of Trust, as amended, of the
Trust as of the close of business on such
business day. In the event that prices are
to be calculated more than once daily, the
Trust will promptly advise the Distributor
of the time of each calculation and the
price computed at each such time.
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6. The Distributor agrees to submit to the Trust, 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 Funds' shares, and the form of dealers' sales contract
the Distributor intends to use in connection with sales of the
Funds' 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 Trust if any regulatory
agency expresses objection thereto or if the Trust 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 Trust's Prospectuses, as
amended from time to time, determined in accordance with any
applicable provision of law, the provisions of its Agreement
and Declaration of Trust and the Conduct Rules of NASD
Regulation, Inc.
8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of each Fund's shares. The
Distributor shall undertake to promote such sales solely as
agent of the Trust, and shall not purchase or sell such shares
as principal. Orders for the Funds' shares and payment for
such orders shall be directed to the Trust's agent, Delaware
Service Company, Inc. for acceptance on behalf of the Trust.
The Distributor is not empowered to approve orders for sales
of the Funds' shares or accept payment for such orders. Sales
of the Funds' shares shall be deemed to be made when and where
accepted by Delaware Service Company, Inc. on behalf of the
Trust.
9. With respect to the apportionment of costs between the Trust
and the Distributor of activities with which both are
concerned, the following will apply:
(a) The Trust 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 Trust will pay all costs
incurred in the preparation of the Trust'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 Trust will pay the costs and fees incurred in
registering or qualifying each Fund's shares with the
various states and with the SEC.
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(e) The Distributor will pay the costs of any additional
copies of Trust financial and other reports and other
Trust literature supplied to the Distributor by the
Trust 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 Trust agrees to indemnify, defend and hold harmless from
the assets of the Funds 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 Trust shall not be liable for indemnification of the
Distributor or any controlling person thereof for any
liability to the Trust or its shareholders 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 00000, or at such other address as
the Trust 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 Trust without the written consent of the
Distributor signed by its duly authorized officers and
delivered to the Trust. 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 Trustees or by vote of a majority of the
outstanding voting securities of the Funds and only
if the terms and the renewal thereof have been
approved by the vote of a majority of the Trustees of
the Trust 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 Trust 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
5
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 Trust 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 Trust.
(c) The Trust 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 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 Trust 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.
6
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.
[REGISTRANT NAME] DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.,
General Partner
By:______________________________ By:__________________________________
Name: Name:
Title: Title:
Attest:___________________________ Attest:_________________________
Name:_____________________________ Name: _________________________
Title:____________________________ Title: _________________________
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EXHIBIT A
DISTRIBUTION PLAN
[REGISTRANT NAME]
CLASS A SHARES
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of 1940 (the "Act") by
[Registrant Name] (the "Trust"), for the Class A shares ("Class") of each series
of shares of beneficial interest of the Trust that is listed on Schedule A to
this Plan, as that Schedule may be amended from time to time (each such series
of shares is hereinafter referred to as a "Fund" and, together with other series
of shares listed on such Schedule, the "Funds"). The Trust, Funds and Class may
do business under these or such other names as the Board of Trustees of the
Trust may designate from time to time. The Plan has been approved by a majority
of the Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related thereto
("non-interested Trustees"), cast in person at a meeting called for the purpose
of voting on such Plan. Such approval by the Trustees 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 Funds and shareholders of the Class. The Plan has been adopted prior to any
public offering of the Class.
The Trust is a business trust organized under the laws of the State of
Delaware, 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, a series of Delaware Management Business Trust, serves as
the Trust's investment adviser and manager pursuant to an Investment Management
Agreement. Delaware Service Company, Inc. serves as the Trust's shareholder
servicing, dividend disbursing and transfer agent. Delaware Distributors, L.P.
(the "Distributor") is the principal underwriter and national distributor for
the Funds' shares, including shares of the Class, pursuant to the Distribution
Agreement between the Distributor and the Trust on behalf of the Funds
("Distribution Agreement").
The Plan provides that:
l. The Trust shall pay to the Distributor a monthly fee not to exceed
.030% (3/10 of 1%) per annum of the Funds' average daily net assets represented
by shares of the Class (the "Maximum Amount") as may be determined by the
Trust's Board of Trustees from time to time. Such monthly fee shall be reduced
by the aggregate sums paid by the Trust on behalf of the Funds to persons other
than broker-dealers (the "Service Providers") who may, pursuant to servicing
agreements, provide to the Funds services in the Funds" 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 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 Prospectuses and Statement of
Additional Information, if applicable, and as a fee for (l) assisting such
customers in maintaining proper records with the Trust, (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 Trust at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Trust monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees of the Trust 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 Trust's payments and whether the Plan should be continued.
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, 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 Trust 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 Trustees of
the Trust, and of the non-interested Trustees, 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 Trustees 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 Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
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.
EXHIBIT B
DISTRIBUTION PLAN
[REGISTRANT NAME]
CLASS B SHARES
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by
[Registrant Name] (the "Trust"), for the Class B shares ("Class") of each series
of shares of beneficial interest of the Trust that is listed on Schedule A to
this Plan, as that Schedule may be amended from time to time (each such series
of shares is hereinafter referred to as a "Fund" and, together with other series
of shares listed on such Schedule, the "Funds"). The Trust, Funds and Class may
do business under these or such other names as the Board of Trustees of the
Trust may designate from time to time. The Plan has been approved by a majority
of the Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related thereto
("non-interested Trustees"), cast in person at a meeting called for the purpose
of voting on such Plan. Such approval by the Trustees 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 Funds and shareholders of the Class. The Plan has been adopted prior to any
public offering of the Class.
The Trust is a business trust organized under the laws of the State of
Delaware, 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, a series of Delaware Management Business Trust, serves as
the Trust's investment adviser and manager pursuant to an Investment Management
Agreement. Delaware Service Company, Inc. serves as the Trust's shareholder
servicing, dividend disbursing and transfer agent. Delaware Distributors, L.P.
(the "Distributor") is the principal underwriter and national distributor for
the Funds' shares, including shares of the Class, pursuant to the Distribution
Agreement between the Distributor and the Trust on behalf of the Fund
("Distribution Agreement").
The Plan provides that:
1. (a) The Trust shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the Funds' average daily net assets
represented by shares of the Class as may be determined by the Trust's Board of
Trustees from time to time.
(b) In addition to the amounts described in (a) above, the Trust
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
Funds' average daily net assets represented by shares of the Class, as a service
fee pursuant to dealer or servicing agreements.
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 Trust; 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 Trust 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 Trust 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 Trustees of
the Trust 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 Trust's payments and whether the Plan should
be continued.
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, 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 Trust 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 Trustees of the Trust, and
of the non-interested Trustees, 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 Trustees 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 hereof without approval by the
shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
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.
EXHIBIT C
DISTRIBUTION PLAN
[REGISTRANT NAME]
CLASS C SHARES
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by
[Registrant Name] (the "Trust"), for the Class C shares ("Class") of each series
of shares of beneficial interest of the Trust that is listed on Schedule A to
this Plan, as that Schedule may be amended from time to time (each such series
of shares is hereinafter referred to as a "Fund" and, together with other series
of shares listed on such Schedule, the "Funds"). The Trust, Funds and Class may
do business under these or such other names as the Board of Trustees of the
Trust may designate from time to time. The Plan has been approved by a majority
of the Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related thereto
("non-interested Trustees"), cast in person at a meeting called for the purpose
of voting on such Plan. Such approval by the Trustees 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 Funds and shareholders of the Class. The Plan has been adopted prior to any
public offering of the Class.
The Trust is a business trust organized under the laws of the State of
Delaware, 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, a series of Delaware Management Business Trust, serves as
the Trust's investment adviser and manager pursuant to an Investment Management
Agreement. Delaware Service Company, Inc. serves as the Trust's shareholder
servicing, dividend disbursing and transfer agent. Delaware Distributors, L.P.
(the "Distributor") is the principal underwriter and national distributor for
the Funds' shares, including shares of the Class, pursuant to the Distribution
Agreement between the Distributor and the Trust on behalf of the Funds
("Distribution Agreement").
The Plan provides that:
1. (a) The Trust shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the Funds' average daily net assets
represented by shares of the Class as may be determined by the Trust's Board of
Trustees from time to time.
(b) In addition to the amounts described in paragraph 1(a) above,
the Trust 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 Funds' average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
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 Trust; 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 Trust 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 Trust 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 Trustees of
the Trust 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 Trust's payments and whether the Plan should
be continued.
4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, 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 Trust 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 Trustees of the Trust, and
of the non-interested Trustees, 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 Trustees 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 hereof without approval by the
shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Trustees in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
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.
SCHEDULE A
[Registrant Name]
List of Funds and Their Classes
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