DELAWARE GROUP VALUE FUND, INC.
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this 3rd day of
April, 1995 by and between DELAWARE GROUP VALUE FUND, INC., a Maryland
corporation (the "Fund"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a
Delaware limited partnership.
WITNESSETH
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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 shares of the Fund, which contract was amended and restated
as of the 6th day of September, 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 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
Fund's Value Fund class (now doing business as Value Fund A Class and
hereinafter referred to as the "Class A Shares"), the Fund's Value Fund B Class
(the "Class B Shares") and the Fund's Value Fund (Institutional) class (now
doing business as Value Fund Institutional Class and hereinafter referred to as
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 shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell the shares to
the public.
2. (a) The Distributor agrees to serve as distributor of the Fund's
shares and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell the Fund's 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 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 as the
Distributor shall require from time to time, and except as provided in Paragraph
3(b) hereof, the Fund will not sell 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
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 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 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 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 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
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
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 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. 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 shares,
and the form of dealers' sales contract the Distributor intends to use in
connection with sales of the Fund's 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.
8. The responsibility of the Distributor hereunder shall be limited
to the promotion of sales of 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 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 Fund 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.
(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 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 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 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
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
Fund 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 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.
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. Xxxxxxxx
----------------- --------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Vice President Title: President/Chief
Assistant Secretary Executive Officer
DELAWARE GROUP VALUE FUND, INC.
Attest:
/s/Xxxx X. Xxxx By:/s/Xxxxx X. Xxxxxx
--------------- ------------------
Name: Xxxx X. Xxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Senior Vice President/
Assistant Secretary Chief Administrative Officer
EXHIBIT A
12B-1 PLAN
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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 Value Fund, Inc. (the "Fund"), on behalf of the Value Fund class (now
doing business as Value Fund A Class and hereinafter referred to as the
"Class"), which Fund 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. 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 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
Management Company, Inc. ("DMC") serves as the Fund's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Fund's shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. ("the Distributor") is the
principal underwriter and national distributor for the
A-1
Fund's shares, including shares of the Class, pursuant to the Distribution
Agreement between the Distributor and the Fund ("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 Fund. The Fund may, in addition, enter into arrangements with persons
other than broker-dealers which are not "affiliated persons" or "interested
persons" of the Fund, DMC or the Distributor to provide to the Fund services in
the Fund's marketing of the shares of the Class, such arrangements to be
reflected by Service Agreements.
The Plan provides that:
l. The Fund shall pay a monthly fee not to exceed 0.3% (3/10 of 1%)
per annum of the Fund's 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.
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 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)
A-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 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
A-3
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 and the Distributor,
and the Service Agreements between the Fund 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 Value Fund, Inc. (the "Fund"), on behalf of the Value Fund B Class (the
"Class"), which Fund 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 Fund's investment adviser and manager
pursuant to an Investment Management Agreement. Delaware Service Company, Inc.
serves as the Fund's shareholder servicing, dividend disbursing and transfer
agent. Delaware Distributors, L.P. (the "Distributor") is the principal
underwriter and national distributor for the Fund's shares, including shares of
the Class, pursuant to the Distribution Agreement between the Distributor and
the Fund ("Distribution Agreement").
The Plan provides that:
B-1
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 Fund's 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
Fund's 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
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
B-2
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, 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.
B-3
7. The Distribution Agreement between the Fund and the Distributor,
and any dealers or servicing agreements between the Distributor and brokers or
others or between the Fund and others receiving a servicing fee, 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)(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-4
