DELAWARE(SM) DELAWARE INVESTMENTS FAMILY OF FUNDS
INVESTMENTS REGISTERED INVESTMENT ADVISERS AGREEMENT
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We are the national distributor for all of the shares of all of the Classes (now
existing or hereafter added) of all of the Funds in the Delaware Investments
Family of Funds which retain us, Delaware Distributors, L.P., to act as
exclusive national distributor. The term "Fund" as used in this Agreement refers
to each Fund in the Delaware Investments Family of Funds which retains us to
promote and sell its shares, and any Fund which may hereafter be added to
Delaware Investments Family of Funds to retain us as national distributor. The
term "Class" as used in this Agreement refers to a class of shares of a Fund as
described in the Fund's prospectus. You have indicated that you wish to act as
agent for your customers in connection with the purchase, sale and redemption of
Fund shares and/or desire to provide certain services to your customers relating
to their ownership of Fund shares, all in accordance with the terms of this
Agreement.
AGENT FOR CUSTOMERS: In placing orders for the purchase and sale of Fund shares,
you will be acting solely as agent for your customers and will not have any
authority to act as agent for us, any of the Funds or any of our affiliates or
representatives. Each transaction in Fund shares will be initiated solely upon
the order of a customer, or by you pursuant to a written agreement with a
customer giving you investment discretion to act on such customer's behalf, and
shall be for the account of a customer. You also agree that you will not
withhold placing with us orders received from your customers so as to profit
yourself from such withholding. Neither you nor any of your employees or agents
are authorized to make any representations concerning the Funds or Fund shares
except those contained in the then current "Prospectus" and in written
information issued by the Fund or by us as a supplement to the Prospectus. In
purchasing Fund shares your customers may rely only on such authorized
information.
OFFERING PRICE TO PUBLIC: Orders for shares received from you and accepted by a
Fund or its agent, Delaware Service Company, Inc., will be at the public
offering price applicable to each order as set forth in the Fund's Prospectus.
The manner of computing the net asset value of shares, the public offering price
and the effective time of orders received from you are described in the
Prospectus for each Fund. We reserve the right at any time, without notice, to
suspend the sale of Fund shares.
PURCHASE PLANS: The purchase price on all orders placed by you will be subject
to the then current terms and provisions of any applicable special plans and
accounts as set forth from time to time in the Prospectus. We reserve the right,
at any time, without prior notice, to modify, suspend or eliminate any such
plans or accounts by amendment, supplement or revision to the Prospectus for the
Fund.
SALES, ORDERS, AND CONFIRMATIONS: All orders must be made subject to
confirmation and orders are subject to acceptance or rejection by the Fund in
its sole discretion. Your orders must be wired, telephoned or written to the
Fund or its agent. You agree to place orders on behalf of your customers for the
number of shares in bona fide orders from your customers, or pursuant to the
investment discretion granted to you by your customers, and at the price at
which such shares are sold. We will not accept any conditional orders. It is
agreed and understood that, whether shares are registered in the purchaser's
name, in your name or in the name of your nominee, your customer will have full
beneficial ownership of the Fund shares.
FUND SERV PROCESSING: Firm's orders will be placed via electronic transmission
(Fund Serv). Fund Serv permits the transmission of shareholder trade and
registration data between you and the Funds. Trade, registration and corrections
on orders provided to the Funds' agent through Fund Serv shall be accurate,
complete and in the format prescribed by the NSCC. If for some reason there is
failure of electronic transmission, orders can be placed via telephone and/or
fax. These orders will need to be placed before 6:00 p.m. Eastern Standard Time
registration and payment for these trades shall follow immediately.
PAYMENT AND ISSUANCE OF CERTIFICATES: The shares purchased by you hereunder
shall be paid for in full at the public offering price by check payable to the
Fund at its office, Fed Fund wire or NSCC within three business days after our
acceptance of your order. If not so paid, we reserve the right, without notice,
to cancel the sale and to hold you responsible for any loss sustained by us or
the Fund (including lost profit) in consequence. Certificates representing Fund
shares will not be issued unless a specific request is received from you or your
customer. Certificates, if requested, will be issued in the names indicated by
registration instructions accompanying payment.
REDEMPTION: The Prospectus describes the provisions whereby the Fund, under all
ordinary circumstances, will redeem shares held by shareholders on demand. You
agree that you will not make any representations to shareholders relating to
redemption of their shares other than the statements contained in the Prospectus
and the underlying organizational documents of the Fund to which it refers, and
that you will quote as the redemption price only the price determined by the
Fund. You shall not repurchase any shares from your customers at a price other
than that next quoted by the Fund for redemption. You may charge a reasonable
fee for services in connection with the repurchase by you from your customers of
shares.
12b-1 PLAN: With respect to any Fund that offers shares for which a Plan has
been adopted under Rule 12b-1 (individually a "12b-1 Plan") of the Investment
Company Act of 1940 (the "1940 Act"), you will be entitled to receive payments
from the 12b-1 Plan fees for providing shareholder and administrative services
to your customers who own Fund shares as set forth under the 12b-1 Plan(s)
applicable to the Class or Classes of Fund shares purchased by your customers.
Such shareholder and administrative services may include: answering inquiries
regarding the Fund; assisting in changing dividend options, account designations
and addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; processing purchase and redemption
transactions; providing periodic statements and/or updates showing a customer's
account balance and integrating such statements with those of other transactions
and balances in the customer's other accounts serviced by you; and arranging for
bank wires. You will transmit promptly to customers all communications sent to
you for transmittal to customers by or on behalf of us, and the Fund or such
Fund's investment advisor, custodian or transfer or dividend disbursing agent.
You will promptly answer all written complaints received by you relating to Fund
accounts or promptly forward such complaints to us and assist us in answering
such complaints. For such services we will pay you a fee, as established by us
from time to time, based on a portion of the net asset value of the accounts of
your customers in the various Classes of the Fund. We are permitted to make this
payment under the terms of the 12b-1 Plans adopted by certain of the Funds, as
such Plans may be in effect from time to time. The 12b-1 Plans in effect on the
date of this Agreement are described in the Funds' Prospectuses. Each Fund
reserves the right to terminate or suspend its 12b-1 Plan at any time as
specified in the Plan and we reserve the right, at any time, without notice, to
modify, suspend or terminate payments hereunder in connection with such 12b-1
Plan. You will furnish the Fund and us with such information as may be
reasonably requested by the Fund or its directors or trustees or by us with
respect to such fees paid to you pursuant to this Agreement. You may request not
to receive 12b-1 Plan fees. Any such request must be made to us in writing.
LEGAL COMPLIANCE: This Agreement and any transaction with, or payment to, you
pursuant to the terms hereof is conditioned on your representation to us that,
as of the date of this Agreement you are not, and at all times during its
effectiveness you will not be, required to register as a broker or dealer under
the Securities Exchange Act of 1934. You agree to notify us promptly in writing
if this representation ceases to be true. You also agree that, regardless of
whether you are a member of the NASD, you will comply with the rules of the
NASD, including, in particular, Sections 2310, IM 2310-2, and 2830 of the NASD
Conduct Rules, and that you will maintain adequate records with respect to your
customers and their transactions, and that such transactions will be without
recourse against you by your customers. Because you will be the only one having
a direct relationship with the customer, you will be responsible in that
relationship for insuring compliance with all laws and regulations, including
those of all applicable federal and state regulatory authorities and bodies
having jurisdiction over you or your customers to the extent applicable to
securities purchases hereunder.
BLUE SKY MATTERS: We shall have no obligation or responsibility with respect to
your right to sell Fund shares in any state or jurisdiction. From time to time
we shall furnish you with information identifying the states under the
securities laws of which it is believed a Fund's shares may be sold. You will
not transact orders for Fund shares in states or jurisdictions in which we
indicate Fund shares may not be sold. You agree to offer and sell Fund shares
outside the United States only in compliance with all applicable laws, rules and
regulations of any foreign government having jurisdiction over such transactions
in addition to any applicable laws, rules and regulations of the United States.
LITERATURE: We will furnish you with copies of each Fund's Prospectus, sales
literature and other information made publicly available by the Fund, in
reasonable quantities upon your request. We shall file Fund sales literature and
promotional material with the NASD and SEC as required. You agree to deliver a
copy of the current Prospectus to your customers in accordance with the
provisions of the Securities Act of 1933. You may not publish or use any sales
literature or promotional materials with respect to the Funds without our prior
review and written approval.
CUSTOMERS: The names of your customers will remain your sole property and will
not be used by us except for servicing or informational mailings and other
correspondence in the normal course of business.
NOTICES AND COMMUNICATIONS: All communications from you should be addressed to
us at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any notice from us
to you shall be deemed to have been duly given if mailed or telegraphed to you
at the address set forth above. Each of us may change the address to which
notices shall be sent by notice to the other in accordance with the terms
hereof.
TERMINATION: This Agreement may be terminated by either party at any time by
written notice to that effect and will terminate without notice upon the
appointment of a trustee for you under any act of insolvency by you.
Notwithstanding the termination of this Agreement, you shall remain liable for
any amounts otherwise owing to us or the Fund and your portion of any transfer
tax or other liability which may be asserted or assessed against the Fund, or
us, or upon any one or more of our dealers, based upon the claim that you and
such dealers or any one of them constitute a partnership, an unincorporated
business or other separate entity.
AMENDMENT: This Agreement may be amended or revised at any time by us upon
notice to you and, unless you promptly notify us in writing to the contrary, you
will be deemed to have accepted such modifications.
GENERAL: Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event you breach any of the
terms and conditions of this Agreement, you will indemnify us, the Funds and our
affiliates for any damages, losses, costs and expenses (including reasonable
attorneys' fees) arising out of or relating to such breach, and we may offset
such damages, losses, costs and expenses against any amounts due to you
hereunder. Nothing contained herein shall constitute you, us and any dealers an
association or partnership. All references in this Agreement to the "Prospectus"
of a Fund refer to the then current version of the Prospectus and includes the
Statement of Additional Information incorporated by reference therein and any
supplements thereto. This Agreement supersedes and replaces any prior agreement
between us and you with respect to your purchase and sale of Fund shares and is
to be construed in accordance with the laws of the State of Delaware. Please
confirm the Agreement by executing one copy of this Agreement below and
returning it to us. Keep the enclosed duplicate copy for your records.
DELAWARE DISTRIBUTORS, L.P.
by its General Partner
DELAWARE DISTRIBUTORS, INC.
By:
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Name:
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Title:
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The undersigned hereby confirms this Agreement and acknowledges that any orders
for Fund shares placed by it, on behalf of its Customer, during the
effectiveness of this Agreement is subject to all the applicable terms and
conditions set forth in this Agreement, and agrees to pay for the shares, as
agent of its Customer, at the price and upon the terms and conditions stated in
this Agreement. The undersigned hereby acknowledges receipt of Prospectuses
relating to the Fund shares and confirms that, in executing this Agreement, it
has relied on such Prospectuses and not on any other statement whatsoever,
written or oral.
DELAWARE DISTRIBUTORS, L.P. (DEALER)
By: By:
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Name: Name:
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Title: Title:
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