<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 2-57791
File No. 811-2715
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 40 /X/
----
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 40
----
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 751-2923
--------------
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: March 31, 1998
--------------
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b)
__X__ on March 31, 1998 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on (date) pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate:
___ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
Title of Securities Being Registered Tax-Free New Jersey Fund A Class, Tax-Free
New Jersey Fund B Class, Tax-Free New Jersey Fund C Class, Tax-Free Ohio Fund
Class, Tax-Free Ohio Fund B Class, Tax-Free Ohio Fund C Class Tax-Free
Pennsylvania Fund A Class, Tax-Free Pennsylvania Fund B Class, Tax-Free
Pennsylvania Fund C Class
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 40 to Registration File No. 2-57791 includes
the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Prospectus*
5. Part B - Statements of Additional Information*
6. Part C - Other Information
7. Signatures
* The Registrant's Prospectus and Statement of Additional
Information ("SAI") each dated September 2, 1997 are incorporated
into this filing by reference to the electronic filing of the
Prospectus and SAI made pursuant to Rule 485(b) on August 29,
1997. The Supplement to the Prospectus dated January 22, 1998
filed with the Commission on January 22, 1998 pursuant to Rule
497(e) is superseded by the Supplement included in this filing.
<PAGE>
CROSS-REFERENCE SHEET*
PART A
Item No. Description Location in Prospectus
-------- ----------- ----------------------
1 Cover Page............................... Cover Page
2 Synopsis................................. Synopsis; Summary of
Expenses
3 Condensed Financial Information.......... Financial Highlights
4 General Description of Registrant ....... Investment Objective
and Policies; Shares;
Additional Information
on Investment Policies
and Risk Considerations
5 Management of the Fund .................. Management of the Funds
6 Capital Stock and Other Securities ...... The Delaware Difference;
Dividends and Distributions;
Taxes; Shares
7 Purchase of Securities Being Offered..... Cover; How to Buy
Shares; Calculation of
Offering Price and Net
Asset Value; Management
of the Funds
8 Redemption or Repurchase................. How to Buy Shares;
Redemption and Exchange
* The Registrant's Prospectus and Statement of Additional Information
("SAI") each dated September 2, 1997 are incorporated into this
filing by reference to the electronic filing of the Prospectus and
SAI made pursuant to Rule 485(b) on August 29, 1997. The Supplement
to the Prospectus dated January 22, 1998 filed with the Commission
on January 22, 1998 pursuant to Rule 497(e) is superseded by the
Supplement included in this filing.
<PAGE>
CROSS-REFERENCE SHEET*
----------------------
PART B
------
Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------
9 Pending Legal Proceedings.............. None
10 Cover Page............................. Cover
11 Table of Contents...................... Table of Contents
12 General Information and History........ General Information
13 Investment Objectives and Policies..... Investment Objectives
and Policies
14 Management of the Registrant........... Officers and Trustees
15 Control Persons and Principal Holders
of Securities.......................... Officers and Trustees
16 Investment Advisory and Other Services. Plans Under Rule 12b-1
for the Fund Classes
(under Purchasing Shares);
Investment Management
Agreements; Officers and
Trustees; General Information;
Financial Statements
17 Brokerage Allocation................... Trading Practices
and Brokerage
18 Capital Stock and Other Securities..... Capitalization and
Noncumulative Voting
(under General Information)
* The Registrant's Prospectus and Statement of Additional Information
("SAI") each dated September 2, 1997 are incorporated into this
filing by reference to the electronic filing of the Prospectus and
SAI made pursuant to Rule 485(b) on August 29, 1997. The Supplement
to the Prospectus dated January 22, 1998 filed with the Commission
on January 22, 1998 pursuant to Rule 497(e) is superseded by the
Supplement included in this filing.
<PAGE>
CROSS-REFERENCE SHEET
---------------------
PART B
(Continued)
Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------
19 Purchase, Redemption and Pricing of
Securities Being Offered................ Purchasing Shares;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege
20 Tax Status.............................. Taxes
21 Underwriters ........................... Purchasing Shares
22 Calculation of Performance Data......... Performance Information
23 Financial Statements.................... Financial Statements
<PAGE>
CROSS REFERENCE SHEET
---------------------
PART C
------
Location
Item No. Description in Part C
- -------- ----------- ---------
24 Financial Statements and Exhibits.............. Item 24
25 Persons Controlled by or under Common
Control with Registrant........................ Item 25
26 Number of Holders of Securities................ Item 26
27 Indemnification................................ Item 27
28 Business and Other Connections of
Investment Adviser............................. Item 28
29 Principal Underwriters......................... Item 29
30 Location of Accounts and Records............... Item 30
31 Management Services............................ Item 31
32 Undertakings................................... Item 32
<PAGE>
The Registrant's Prospectus and Statement of Additional Information ("SAI")
each dated September 2, 1997 are incorporated into this filing by reference to
the electronic filing of the Prospectus and SAI made pursuant to Rule 485(b)
on August 29, 1997. The Supplement to the Prospectus dated January 22, 1998
filed with the Commission on January 22, 1998 pursuant to Rule 497(e) is
superseded by the Supplement included in this filing.
<PAGE>
MARCH 31, 1998
TAX-FREE NEW JERSEY FUND
TAX-FREE OHIO FUND
TAX-FREE PENNSYLVANIA FUND
SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 2, 1997
The following replaces information under Summary of Expenses for the
Class A, B and C Shares of Tax-Free New Jersey Fund and Tax-Free Ohio Fund:
<TABLE>
<CAPTION>
Annual Operating Expenses Class A Class B Class C
(as a percentage of average daily net assets) Shares Shares Shares
- -------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C>
Management Fees (after voluntary waivers)............. 0.00%(1) 0.00%(1) 0.00%(1)
12b-1 Plan Expenses (including service fees).......... 0.25%(2)(3) 1.00%(2) 1.00%(2)
Other Operating Expenses.............................. 0.25%(1) 0.25%(1) 0.25%(1)
(after voluntary payments)
Total Operating Expenses
(after voluntary waivers and payments)....... 0.50%(1) 1.25%(1) 1.25%(1)
</TABLE>
(1) Total Operating Expenses and Other Operating Expenses for Class A
Shares, Class B Shares and Class C Shares are based on estimated
amounts for the first full fiscal year of the Classes, after giving
effect to the voluntary expense waiver. Beginning January 22, 1998,
Delaware Management Company (the "Manager") has elected voluntarily to
waive that portion, if any, of the annual management fees payable by a
Fund and to pay certain expenses of that Fund to the extent necessary
to ensure that the Total Operating Expenses of each Class of a Fund,
excluding each such Class' 12b-1 fees, do not exceed 0.25% through July
31, 1998. From the commencement of operations through January 21, 1998,
commitments of waiver and payment by the Manager that were different
from that currently in effect for each Fund were in place. The expense
information previously appearing in the Summary of Expenses table with
respect to these Funds has been restated to reflect the current fees.
See the information provided below. If the voluntary expense waivers
and payments by the Manager were not in effect, it is estimated that
for the first full year, the Total Operating Expenses, as a percentage
of average daily net assets, would be 1.93%, 2.61% and 2.61%,
respectively, for Class A Shares, Class B Shares and Class C Shares of
Tax-Free New Jersey Fund, which would include Management Fees of 0.54%
for each Class, and 1.93%, 2.61% and 2.61%, respectively, for Class A
Shares, Class B Shares and Class C Shares of Tax-Free Ohio Fund, which
would include Management Fees of 0.54% for each Class.
(2) Class A Shares, Class B Shares and Class C Shares are subject to
separate 12b-1 Plans. Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by
rules of the National Association of Securities Dealers, Inc. (the
"NASD").
(3) The annual 12b-1 Plan expenses for Class A Shares have been set by the
Board of Trustees at 0.25% of the average daily net assets of such
Class, although the maximum annual 12b-1 Plan expenses permitted under
the 12b-1 Plan for Class A Shares are 0.30% of the average daily net
assets of such Class. See Distribution (12b-1) and Service under
Management of the Funds in the Prospectus.
<PAGE>
The following example illustrates the expenses that an investor would
pay on a $1,000 investment over various time periods, assuming (1) a 5% annual
rate of return, (2) redemption and no redemption at the end of each time period
and (3) for Class B Shares and Class C Shares, payment of a CDSC at the time of
redemption, if applicable. The following example assumes the voluntary waiver of
the management fee and payment of expenses by the Manager as discussed above.
<TABLE>
<CAPTION>
Tax-Free New Jersey Fund
Assuming Redemption Assuming No Redemption
1 year 3 years 1 year 3 years
------ ------- ------ -------
<S> <C> <C> <C> <C>
Class A Shares $42(1) $53 $42 $53
Class B Shares(2) $53 $70 $13 $40
Class C Shares $23 $40 $13 $40
Tax-Free Ohio Fund
Assuming Redemption Assuming No Redemption
1 year 3 years 1 year 3 years
------ ------- ------ -------
Class A Shares $42(1) $53 $42 $53
Class B Shares(2) $53 $70 $13 $40
Class C Shares $23 $40 $13 $40
</TABLE>
(1) Generally, no redemption charge is assessed upon redemption of Class A
Shares. Under certain circumstances, however, a Limited CDSC or other
CDSC, which has not been reflected in this calculation, may be imposed
on certain redemptions within 12 months of purchase. See Contingent
Deferred Sales Charge for Certain Redemptions of Class A Shares
Purchased at Net Asset Value under Redemption and Exchange in the
Prospectus.
(2) At the end of approximately eight years after purchase, Class B Shares
will be automatically converted into Class A Shares. The example above
does not assume conversion of Class B Shares since it reflects figures
only for one and three years. See Automatic Conversion of Class B
Shares under Classes of Shares in the Prospectus for a description of
the automatic conversion feature.
<PAGE>
The following supplements section of the Prospectus entitled Financial
Highlights.
Financial Highlights
The following unaudited financial highlights for the Tax-Free New
Jersey Fund and Tax-Free Ohio Fund are derived from the unaudited financial
statements of the Funds for the period September 3, 1997 (date of initial public
offering) through February 28, 1998. The data should be read in conjunction with
the financial statements and related notes which are included in the Delaware
Group State Tax-Free Income Trust's Statement of Additional Information. For the
period October 20, 1997 through January 13, 1998, New Jersey Fund C Class sold
shares which were subsequently redeemed by shareholders and as of February 28,
1998 there was one share outstanding. Ohio Fund B Class and Ohio Fund C Class
sold no shares to public investors and as of February 28, 1998 each had one
share outstanding. Share data for these Classes is excluded from the Financial
Highlights because the data is not believed to be meaningful.
The following unaudited financial highlights for the Tax-Free
Pennsylvania Fund are derived from the unaudited financial statements of the
Fund for the period March 1, 1997 through August 31, 1997. The data should be
read in conjunction with the financial statements and related notes which are
incorporated into the Statement of Additional Information by reference to
Delaware Group State Tax-Free Income Trust's SemiAnnual Report for the six
months ended August 31, 1997. A copy of the Semi-Annual Report may be obtained
from the Fund upon request at no charge.
<PAGE>
<TABLE>
<CAPTION>
New New
Jersey Jersey Ohio Pennsylvania Pennsylvania Pennsylvania
Fund Fund Fund Fund Fund Fund
A Class B Class A Class A Class B Class C Class
------- ------- ------- ------- ------- -------
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
9/3/97(1) 9/3/97(1) 9/3/97(1) 3/1/97 3/1/97 3/1/97
through through through through through through
2/28/98 2/28/98 2/28/98 8/31/97(2) 8/31/97(2) 8/31/97(2)
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period. $5.500 $5.500 $5.500 $8.240 $8.240 $8.240
Income From Investment Operations
Net Investment Income................... 0.115 0.070 0.120 0.221 0.194 0.194
Net Realized and Unrealized Gain (Loss)
on Investments....................... 0.200 0.199 0.230 0.030 0.030 0.030
------ ------ ------ ------ ------ ------
Total From Investment Operations..... 0.315 0.269 0.350 0.251 0.224 0.224
------ ------ ------ ------ ------ ------
Less Dividends and Distributions:
Dividends from Net Investment Income.... (0.115) (0.069) (0.120) (0.221) (0.194) (0.194)
Distributions from net realized gain on
security transactions................ none none none none none none
------ ------ ------ ------ ------ ------
Total Dividends and Distributions.... (0.115) (0.069) (0.120) (0.221) (0.194) (0.194)
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period.......... $5.700 $5.700 $5.730 $8.270 $8.270 $8.270
====== ====== ====== ====== ====== ======
- -----------------------------------------
Total Return(3)......................... 5.77%(4) 4.90%(4) 6.41%(4) 3.10% 2.69% 2.69%
- -----------------------------------------
Ratios/Supplemental Data
Net Assets, End of Period (000's omitted) $1,141 $146 $1,201 $928,376 $35,512 $2,074
Ratio of Expenses to Average Daily Net Assets 0.88% 1.56% 0.88% 0.92% 1.72% 1.72%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation.......... 1.93% 2.61% 1.93% N/A N/A N/A
Ratio of Net Investment Income to Average
Daily Net Assets..................... 4.23% 3.63% 4.38% 5.35% 4.55% 4.55%
Ratio of Net Investment Income to Average
Daily Net Assets Prior to Expense
Limitation........................... 3.18% 2.58% 3.33% N/A N/A N/A
Portfolio Turnover...................... 47% 47% 66% 27% 27% 27%
</TABLE>
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) Ratios have been annualized but total return has not been annualized.
(3) Total return does not reflect the maximum sales charge of 3.75% nor the 1%
Limited CDSC that would apply in the event of certain redemptions within 12
months of purchase of Class A Shares. Does not reflect the CDSC which
varies from 1-4% depending upon the holding period for Class B and Class C
Shares.
(4) Total return reflects the voluntary waiver and payment of fees by the
Manager as discussed above.
<PAGE>
The following supplements the section of the Prospectus entitled Management
of the Funds:
The Manager is a series of Delaware Management Business Trust. The Manager
changed its form of organization from a corporation to a business trust on March
1, 1998.
The Manager elected voluntarily to waive that portion, if any, of the
annual management fees payable by Tax-Free New Jersey Fund and Tax-Free Ohio
Fund and to pay certain expenses of these Funds to the extent necessary to
ensure that the Total Operating Expenses of each Class of the Funds, excluding
each such Class' 12b-1 fees, did not exceed 0.75%, from the commencement of the
public offering of the Classes through January 21, 1998. Beginning January 22,
1998, the Manager has elected voluntarily to waive that portion, if any, of the
annual management fees payable by the Funds and to pay certain of the Funds'
expenses to the extent necessary to ensure that the Total Operating Expenses of
each Class of the Funds do not exceed 0.25% (excluding the 12b-1 plan expenses).
This waiver and expense limitation will extend through July 31, 1998.
<PAGE>
MARCH 31, 1998
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 2, 1997
The following provides updated information in the section of the
Statement of Additional Information entitled Performance Information.
The performance of Class A Shares, Class B Shares and Class C Shares of
Tax-Free Pennsylvania Fund, as shown below, is the average annual total return
quotations through August 31, 1997. The average annual total return for Class A
Shares at offer reflects the maximum front-end sales charge of 3.75% paid on the
purchase of shares. The average annual total return for Class A Shares at net
asset value (NAV) does not reflect the payment of any front-end sales charge.
The average annual total return for Class B Shares and Class C Shares including
deferred sales charge reflects the deduction of the applicable CDSC that would
have been paid if the shares were redeemed at August 31, 1997. The average
annual total return for Class B Shares and Class C Shares excluding deferred
sales charge assumes the shares were not redeemed at August 31, 1997 and
therefore does not reflect the deduction of a CDSC.
<TABLE>
<CAPTION>
Average Annual Total Return
Tax-Free Pennsylvania Fund
Class B Shares Class B Shares Class C Shares Class C Shares
Class A Shares(1) Class A Shares(1) (Including Deferred (Excluding Deferred (Including Deferred (Excluding Deferred
(at Offer)(2) (at NAV) Sales Charge) Sales Charge) Sales Charge) Sales Charge)
------------- -------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1 year ended
8/31/97 3.61% 7.64% 2.79% 6.79% 5.79% 6.79%
3 years ended
8/31/97 4.95% 6.28% 4.52% 5.43% N/A N/A
5 years ended
8/31/97 5.25% 6.07% N/A N/A N/A N/A
10 years ended
8/31/97 7.24% 7.66% N/A N/A N/A N/A
15 years ended
8/31/97 9.39% 9.68% N/A N/A N/A N/A
Commencement of
Operations(3)
through 8/31/97 6.44% 6.64% 4.64% 5.44% 4.24% 4.24%
</TABLE>
(1) Performance figures for periods after May 31, 1992 reflect applicable Rule
12b-1 distribution expenses. Future performance will be affected by such
expenses.
(2) Effective June 9, 1997, the maximum front-end sales charge was reduced from
4.75% to 3.75%. The above performance numbers are calculated using 3.75% as
the applicable sales charge for all time periods, and are more favorable
than they would have been had they been calculated using the former
front-end sales charges.
(3) Class A Shares commenced operations on March 23, 1977; Class B Shares
commenced operations on May 2, 1994; Class C Shares commenced operations on
November 29, 1995.
<PAGE>
The following tables are examples, for purposes of illustration only,
of cumulative total return performance for Class A Shares, Class B Shares and
Class C Shares of Tax-Free Pennsylvania Fund through August 31, 1997, and of
Class A Shares and Class B Shares Tax-Free New Jersey Fund and of Class A Shares
of Tax-Free Ohio Fund through February 28, 1998.
<TABLE>
<CAPTION>
Cumulative Total Return
Tax-Free Pennsylvania Fund
Class B Shares Class B Shares Class C Shares Class C Shares
Class A Shares(1) (Including Deferred (Excluding Deferred (Including Deferred (Excluding Deferred
(at Offer)(2) Sales Charge) Sales Charge) Sales Charge) Sales Charge)
<S> <C> <C> <C> <C> <C>
3 months ended
8/31/97 (1.42%) (1.77%) 2.23% 1.23% 2.23%
6 months ended
8/31/97 (0.75%)(3) (1.33%) 2.69% 1.69% 2.69%
9 months ended
8/31/97 (0.47%) (1.23%) 2.74% 1.74% 2.74%
1 year ended
8/31/97 3.61% 2.79% 6.79% 5.79% 6.79%
3 years ended
8/31/97 15.59% 14.20% 17.18% N/A N/A
5 years ended
8/31/97 29.15% N/A N/A N/A N/A
10 years ended
8/31/97 101.23% N/A N/A N/A N/A
15 years ended
8/31/97 284.47% N/A N/A N/A N/A
Commencement of
Operations(4)
through 8/31/97 258.18% 16.33% 19.31% 7.58% 7.58%
</TABLE>
(1) Performance figures for periods after May 31, 1992 reflect applicable Rule
12b-1 distribution expenses. Future performance will be affected by such
expenses.
(2) Effective June 9, 1997, the maximum front-end sales charge was reduced
from 4.75% to 3.75%. The above performance numbers are calculated using
3.75% as the applicable sales charge for all time periods, and are more
favorable than they would have been had they been calculated using the
former front-end sales charges.
(3) For the six months ended August 31, 1997, cumulative total return at net
asset value was 3.10%.
(4) Class A Shares commenced operations on March 23, 1977; Class B Shares
commenced operations on May 2, 1994; Class C Shares commenced operations on
November 29, 1995.
<PAGE>
Cumulative Total Return
Tax-Free New Jersey Fund(1)
Class B Shares Class B Shares
Class A Shares (Including Deferred (Excluding Deferred
(at Offer) Sales Charge) Sales Charge)
3 months ended
2/28/98 (1.34%) (1.66%) 2.34%
9/3/97(2)
through 2/28/98 1.88% 0.90% 4.90%
(1) The Manager elected voluntarily to waive that portion, if any, of the
annual management fees payable by Tax-Free New Jersey Fund and to pay
certain expenses of the Fund to the extent necessary to ensure that the
Total Operating Expenses of each Class of the Fund, excluding each such
Class' 12b-1 fees, did not exceed 0.75%, from the commencement of the
public offering of the Classes through January 21, 1998. Beginning
January 22, 1998, the Manager has elected voluntarily to waive that
portion, if any, of the annual management fees payable by the Fund and
to pay certain of the Fund's expenses to the extent necessary to ensure
that the Total Operating Expenses of each Class of the Fund do not
exceed 0.25% (excluding the 12b-1 plan expenses). This waiver and
expense limitation will extend through July 31, 1998.
(2) Commencement of operations.
Cumulative Total Return
Tax-Free Ohio Fund(1)
Class A Shares
(at Offer)
3 months ended
2/28/98 (0.79%)
9/3/97(2)
through 2/28/98 2.49%
(1) The Manager elected voluntarily to waive that portion, if any, of the
annual management fees payable by Tax-Free Ohio Fund and to pay certain
expenses of the Fund to the extent necessary to ensure that the Total
Operating Expenses of each Class of the Fund, excluding each such
Class' 12b-1 fees, did not exceed 0.75%, from the commencement of the
public offering of the Classes through January 21, 1998. Beginning
January 22, 1998, the Manager has elected voluntarily to waive that
portion, if any, of the annual management fees payable by the Fund and
to pay certain of the Fund's expenses to the extent necessary to ensure
that the Total Operating Expenses of each Class of the Fund do not
exceed 0.25% (excluding the 12b-1 plan expenses). This waiver and
expense limitation will extend through July 31, 1998.
(2) Commencement of operations.
For the 30-day period ended August 31, 1997, the yields of Class A
Shares, Class B Shares and Class C Shares of Tax-Free Pennsylvania Fund were
4.35%, 3.69% and 3.60%, respectively. For the 30-day period ended February 28,
1998, the yields of Class A Shares and Class B Shares of Tax-Free New Jersey
Fund were 4.54% and 3.96%, respectively and the yield of Class A Shares of
Tax-Free Ohio Fund was 4.67%. The yields for Tax-Free New Jersey Fund and
Tax-Free Ohio Fund reflect the voluntary waiver and payment of fees by the
Manager.
For the 30-day period ended August 31, 1997, the tax-equivalent yields
of Class A Shares, Class B Shares and Class C Shares of Tax-Free Pennsylvania
Fund were 6.30%, 5.35% and 5.35%, respectively, assuming a federal income tax
rate of 31%. For the 30-day period ended February 28, 1998, the tax-equivalent
yields of Class A Shares and Class B Shares of Tax-Free New Jersey Fund were
6.58% and 5.74%, respectively, and the tax-equivalent yield of Class A Shares of
Tax-Free Ohio Fund was 6.77%, assuming a federal income tax rate of 31%. The
yields for Tax-Free New Jersey Fund and Tax-Free Ohio Fund reflect the voluntary
waiver and payment of fees by the Manager.
<PAGE>
The following provides updated information in the section of the
Statement of Additional Information entitled Officers and Trustees.
As of February 28, 1998, the Trust's officers and trustees, as a group,
owned approximately 1.12% of the outstanding shares of Class A Shares of
Tax-Free Pennsylvania Fund and less than 1% of the outstanding shares of Class B
Shares and C Shares of this Fund. As of the same date, the Trust's officers and
trustees, as a group, owned and less than 1% of the outstanding shares of each
of the Class A Shares, B Shares and C Shares of Tax-Free New Jersey Fund and
Tax-Free Ohio Fund.
As of February 28, 1998, management believes the following accounts
held 5% or more of the outstanding shares of Class A Shares, Class B Shares and
Class C Shares of each Fund:
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
Tax-Free
Pennsylvania Fund
<S> <C> <C> <C>
Class A Shares Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Dear Lake Drive East, 3rd Floor
Jacksonville, FL 32246 6,651,329 6.10%
Class B Shares Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Dear Lake Drive East, 3rd Floor
Jacksonville, FL 32246 267,249 5.97%
Class C Shares Christopher Stephano Jr. &
Joanne Stephano
1152 Thrush Lane
Norristown, PA 19403 44,744 14.66%
David N. Arms and Janet E. Arms JT WROS
2147 Deep Creek Road
Perkiomenville, PA 18074 42,517 13.93%
Francis A Gress
1701 Hottle RD
Coopersburg, PA 18036 17,900 5.86%
Brett K. Young
and Beth Ann Young
962 Gravel Pike
Schwenksville, PA 19473 15,607 5.11%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
Tax-Free New Jersey Fund
<S> <C> <C> <C>
Class A Shares Lincoln National Life Insurance Company
c/o Lincoln Investment Management, Inc.
200 East Berry Street
Fort Wayne IN 46802 185,406 92.63%
Class B Shares Wheat First Securities, Inc.
John A. Lanckowski &
Lillian Lanckowski
4 Delford Drive
North Cape May, NJ 08204 15,763 61.46%
Jacqueline Small
Terry Small
118 Vesper Ave.
Westmont, NJ 08108 4,347 16.95%
Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Dear Lake Drive East, 3rd Floor
Jacksonville, FL 32246 2,932 11.43%
Wanda S. Toman
#7 MacArthur Blvd. 912 N
Westmont, NJ 08108 2,599 10.13%
Class C Shares Delaware Management Company, Inc.
1818 Market Street
Philadelphia, PA 19103 1 100%
Tax-Free Ohio Fund
Class A Shares Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Dear Lake Drive East, 3rd Floor
Jacksonville, FL 32246 185,546 89.23%
David J. Littell and
Mary Ann Littell
3804 Long Road
Avon, OH 44011 13,342 6.40%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
Tax-Free New Jersey Fund
<S> <C> <C> <C>
Class B Shares Delaware Management Company, Inc.
1818 Market Street
Philadelphia, PA 19103 1 100%
Class C Shares Delaware Management Company, Inc.
1818 Market Street
Philadelphia, PA 19103 1 100%
</TABLE>
<PAGE>
The following replaces the section of the Statement of Additional Information
entitled Financial Statements.
FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for each Fund and,
in its capacity as such, audits the annual financial statements contained in the
Trust's Annual Report. Tax-Free Pennsylvania Fund's Statement of Net Assets,
Statement of Operations, Statements of Changes in Net Assets, and Notes to
Financial Statements, as well as the report of Ernst & Young LLP, independent
auditors, for the fiscal year ended February 28, 1997, are included in the
Fund's Annual Report to shareholders. The financial statements, the notes
relating thereto and the report of Ernst & Young LLP listed above are
incorporated by reference from the Annual Report into this Part B. Unaudited
financial statements and the notes relating thereto for the six-month period
ended August 31, 1998 for Tax-Free Pennsylvania Fund are incorporated by
reference from the Semi-Annual Report into Part B. Unaudited financial
information for the period September 3, 1997 (date of initial public offering)
through February 28, 1998 for the Tax-Free New Jersey Fund and Tax-Free Ohio
Fund follows.
<PAGE>
Delaware Group State Tax-Free Income Trust
Tax Free New Jersey Fund
Statement of Net Assets
February 28, 1998
<TABLE>
<CAPTION>
Principal Market
Amount Value
<S> <C> <C>
Municipal Bonds - 98.97%
Continueing Care / Retirement - 4.03%
New Jersey Economic Development Authority Revenue
Reference First Mortgage The Evergreens 6.00% 10/01/22 $50,000 $51,857
---------------------
51,857
---------------------
Higher Education - 7.82%
*New Jersey St. Educational Facilities Authority
Montclair St. University Series F 5.40% 7/01/25 (AMBAC) 30,000 30,459
*New Jersey State Education Facilities-
University Medicine & Dentistry-B 5.25% 12/01/21 (AMBAC) 50,000 50,185
New Jersey State Educational Facilities Authority-
Princeton Theological-Series A 5.00% 7/01/22 20,000 19,998
---------------------
100,642
---------------------
Hospitals - 15.26%
New Jersey Health Care Facilities Authority
Holy Name Hospital 5.25% 7/01/20 (AMBAC) 50,000 50,507
New Jersey Health Care Facilities-
AHS Hospital-Series A 5.00% 7/01/27 (AMBAC) 150,000 145,940
---------------------
196,447
---------------------
Housing - 3.94%
New Jersey State Housing and Mortgage Finance
Agency AMT - Series A 5.65% 5/01/40 (AMBAC) 50,000 50,764
---------------------
50,764
---------------------
Parking -3.13%
*Essex County New Jersey IMPT Authority Packing
Facility 5.25% 10/01/27 (MBIA) 40,000 40,309
---------------------
40,309
---------------------
Political Subdivision - 3.88%
*Evesham Township New Jersey 5.00% 9/15/17 (FGIC) 50,000 49,937
---------------------
49,937
---------------------
Ports and Harbors - 3.92%
Delaware River And Bay Authority 5.25% 1/01/26 (FGIC) 50,000 50,416
---------------------
50,416
---------------------
School District - 9.86%
Freehold Township,New Jersey-Board of Education-97 5.40% 7/15/23 (FSA) 50,000 51,065
Mount Olive Township New Jersey
Board of Education 5.00% 1/15/19 (FGIC) 25,000 24,554
*Newark,New Jersey Schools-97 5.30% 9/01/15 (MBIA) 50,000 51,351
---------------------
126,970
---------------------
Special Utility - 3.78%
*Bayonee New Jersey Municipal Utlities Authority
Water Systems 5.00% 1/01/28 (MBIA) 50,000 48,636
---------------------
48,636
---------------------
Territorial - 27.78%
*Puerto Rico Commonwealth-97 5.38% 7/01/21 (MBIA) 50,000 51,254
Puerto Rico Commonwealth Highway & Transportation
Authority (Highway Improvements)Series Y 5.50% 7/01/26 250,000 255,712
Puerto Rico Industrial Tourist Educational
Medical and Envrionmental Control Facilities
Mennonite General Hospital Series A 5.63% 7/01/27 50,000 50,638
---------------------
357,604
---------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Market
Amount Value
<S> <C> <C>
Water and Sewer - 15.57%
North Jersey District Water Supply-Series A
(Wanaque North Project) 5.13% 11/15/21 (MBIA) $ 150,000 $ 150,052
Wanaque Boro New Jersey Sewer Authority Sewer
Revenue 5.25% 12/01/21 50,000 50,424
---------------------
200,476
---------------------
Total Municipal Bonds (cost $1,239,893) 1,274,058
---------------------
Total Market Value of Securities Owned - 98.97%
(cost $1,240,114)** 1,274,058
Liabilities Net of Receivables and Other Assets Net of Liabilities - 1.03% 13,272
---------------------
Net Assets Applicable to 200,144 New Jersey A Class Shares, 25,644
New Jersey B Class Shares, and 1 New Jersey C Class Share
($.01 Par Value) Outstanding; Equivalent to $5.70 Per Share - 100.00% 1,287,330
=====================
*For Pre-Refunded Bonds, the stated maturity is followed by the
year in which each bond is pre-refunded.
**Also cost for federal tax purposes.
AMBAC - Insured by the Ambac Indemnity Corporation
FGIC - Insured by the Financial Guaranty Insurance Company
FSA - Insured by the Financial Security Assurance
MBIA - Insured by the Municipal Bond Insurance Association
Components of Net Assets at February 28, 1998:
Capital Shares (unlimited authorization-no par) 1,245,366
Net realized gain on investments 8,020
Net unrealized appreciation of investments 33,944
---------------------
Total Net Assets 1,287,330
=====================
NET ASSET VALUE AND OFFERING PRICE FOR TAX FREE
NEW JERSEY FUND A CLASS
Net asset value per share (A) $5.70
Sales charge (3.75% of offering price or 3.85% of
amount invested per share) (B) 0.22
---------------------
Offering price $5.92
=====================
(A) Net asset value per share illustrated is the estimated amount which
would be paid upon the redemption or repurchase of shares.
(B) See Purchasing Shares in the current Prospectus for purchases of
$100,000 or more for Tax Free New Jersey Fund Class A.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Delaware Group State Tax-Free Income Trust
Tax Free Ohio Fund
Statement of Net Assets
February 28, 1998
Principal Market
Amount Value
<S> <C> <C>
Municipal Bonds 97.95%
Hospitals - 17.10%
Lorain County Ohio Hospital Revenue
Catholic Healthcare Partners 5.500% 9/1/27 (MBIA) $50,000 $51,591
Montgomery Hospital Ref-gr-Oh 5.650% 12/01/12 100,000 103,198
Puerto Rico Industrial Tourist Educational
Medical and Environmental Control Facilities
Mennonite General Hospital Series A 5.625% 7/01/27 50,000 50,639
---------
205,428
----------
Higher Education - 12.84%
*University of Akron,Ohio-97 5.250%1/0/22 (AMBAC) 50,000 50,325
Ohio State Higher Educational Facility Revenue-
Case Western Reserve University-C 5.125% 10/01/17 50,000 50,237
University of Cincinnati Ohio
Series T 5.000% 6/01/18 55,000 53,695
----------
154,257
----------
Continuing Care/Retirement - 9.89%
Montgomery Co. Oh 6.250% 2/01/22 115,000 118,798
----------
118,798
----------
Pcr - 8.77%
*Ohio State Air Quality Development Authority
Revenue-Pollution Control-Series B 6.000% 8/01/20 100,000 105,403
----------
105,403
----------
Ida - 8.75%
Ohio Air-Jmg Funding-97 5.625% 10/01/22 (AMBAC) 100,000 105,087
----------
105,087
----------
Housing - 8.52%
Franklin County Ohio Management Revenue -
Briggs/Wedgewood 5.550% 11/20/17 (GNMA) 50,000 50,909
*Ohio Housing Finance Agency Mortgage Revenue
Residential-Series C 5.750% 9/01/28 (GNMA) 50,000 51,484
----------
102,393
Power Authority - 6.47%
Cleveland,Ohio Public Power Systems Revenue 5.000% 11/15/24 (MBIA) 80,000 77,698
----------
77,698
----------
City - 4.23%
Elyria,Ohio General Obligations-97 5.400% 12/01/22 (FGIC) 50,000 50,867
----------
50,867
----------
Conv Ctr/Audit/Stadiums - 4.24%
Cleveland,Ohio-Cleveland Stadium Project 5.250% 11/15/17 (AMBAC) 50,000 50,827
----------
50,827
----------
School District - 8.36%
Brecksville-Broadview Heights, Ohio School
District 5.250% 12/01/21 (FGIC) 50,000 50,363
Oak Hills, Ohio Local School District 5.125% 12/01/25 (MBIA) 50,000 50,098
----------
100,461
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Market
Amount Value
<S> <C> <C>
Municipal Bonds 97.95%
Transportation - 4.08%
Dayton,Ohio Special Facilities Revenue
(Air Freight-F) 6.050% 10/01/09 $ 45,000 $ 49,013
----------
49,013
----------
Turnpike - 3.89%
Ohio State Turnpike 1996-Series A 5.500% 02/15/26 (MBIA) 45,000 46,745
----------
46,745
----------
Airports- .81%
Cleveland Ohio Airport Special Revenue Continental
Airlines Project 5.375% 9/15/27 10,000 9,775
----------
9,775
----------
Total Municipal Bonds (cost $1,139,282) 1,176,752
----------
Total Market Value of Securities -97.95% $1,176,752
(cost $1,139,282)
Receivables and other assets net of liabilities -2.05% 24,650
----------
Net assets applicable to 209,636 Ohio Fund A Class Shares, 1
Ohio Fund B Class Share, and 1 Ohio Fund C Class Shares ($.01 Par
Value) Outstanding; Equivalent to $5.73 Per Share - 100% $1,201,402
==========
Ambac - Insured by AMBAC Indemnity Corporation
Fgic - Insured by the Financial Guaranty Insurance Company
Gnma - Insured by the Government National Mortgage Association
Mbia - Insured by the Municipal Bond Insurance Association
- --------------------------------------------------------------------------------------
Components of Net Assets at February 28, 1998:
Capital Shares (unlimited authorization-no par) 1,158,475
Accumulated undistributed:
Net realized gain on investments 5,456
Net unrealized appreciation of investments 37,471
----------
Total Net Assets $1,201,402
==========
Net asset value and offering price for Delaware Group Tax-Free Ohio
Fund A Class
Net asset value per share (A) $5.73
Sales charge (3.75% of offering price or 3.85% of amount invested per share) (B) 0.22
----------
Offering Price $5.95
==========
(A) Net asset value per share illustrated is the estimated amount which
would be paid upon the redemption or repurchase of shares.
(B) See Purchasing Shares in the current Prospectus for purchases of
$100,000 or more for Delaware Group Tax-Free Ohio Fund Class A.
</TABLE>
<PAGE>
Deleware Group State Tax-Free Income Trust
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Tax-Free Tax-Free
New Jersey Ohio
---------------- -------------
<S> <C> <C>
9/3/97* 9/3/97*
to to
2/28/98 2/28/98
Increase (decrease) in net assets from operation:
Net investment income $24,060 $22,660
Net realized gain (loss) on investments 8,020 5,456
Net change in unrealized appreciation (depreciation) on investments 33,944 37,471
--------------- -------------
Net increase in net assets resulting from operations 66,025 65,587
--------------- -------------
Distribution to shareholders from:
Net investment income:
A Class (23,444) (22,661)
B Class (600) 0
C Class (16) 0
Net realized gain from investment transactions:
A Class 0 0
B Class 0 0
C Class 0 0
--------------- -------------
(24,060) (22,661)
--------------- -------------
Capital share transactions:
Proceeds from shares sold:
A Class 1,162,901 1,136,861
B Class 146,118 6
C Class 2,006 6
Net asset value of shares issued upon reinvestment
of dividends from net investment income and net
realized gain on security transactions:
A Class 22,067 21,613
B Class 346 0
C Class 12 0
--------------- -------------
1,333,449 1,158,486
--------------- -------------
Cost of shares repurchased:
A Class (85,960) (10)
B Class (6) 0
C Class (2,118) 0
--------------- -------------
(88,083) (10)
--------------- -------------
Increase (decrease) in assets derived from capital
share transactions 1,245,366 1,158,476
--------------- -------------
Net increase (decrease) in net assets 1,287,330 1,201,402
Net assets:
Beginning of year 0 0
--------------- -------------
End of year $1,287,330 $1,201,402
=============== =============
</TABLE>
* Date of commencement of operations.
See accompanying notes
<PAGE>
Deleware Group State Tax-Free Income Trust
Statements of Operations
Year ended February 28, 1998
<TABLE>
<CAPTION>
Tax-Free Tax-Free
New Jersey Ohio
------------- ----------------
9/3/1997* 9/3/1997*
to to
2/28/98 2/28/98
<S> <C> <C>
Investment Income:
Interest $29,214 $27,221
------------- ----------------
Expenses:
Management fees 3,235 2,856
Distribution expense 1,911 1,470
Dividend disbursing and transfer agent fees and expenses 355 122
Accounting and administration 312 284
Reports and statements to shareholders 1,102 1,262
Professional fees 2,919 2,517
Registration fees 163 163
Custodian fees 126 413
Taxes (other than taxes on income) 145 40
Other 894 861
------------- ----------------
11,162 9,988
Less expenses absorbed by Delaware Management Company, Inc. 6,008 5,427
------------- ----------------
Total Expenses 5,154 4,561
------------- ----------------
Net investment income 24,060 22,660
------------- ----------------
Net realized and unrealized gain on investments:
Net realized gain on investment transactions 8,020 5,456
Net change in unrealized appreciation on investments 33,944 37,471
------------- ----------------
Net realized and unrealized gain on investments 41,965 42,927
------------- ----------------
Net increase in net assets resulting from operations $66,025 $65,587
============= ================
</TABLE>
* Date of commencement of operations.
See accompanying notes
<PAGE>
Financial Highlights
Selected data for each share of the Fund outstanding throughout each period
were as follows:
<TABLE>
<CAPTION>
Tax-Free Tax-Free
New Jersey New Jersey
Fund A Class Fund B Class
--------------------- --------------------
9/3/1997(1) 9/3/1997(1)
to to
2/28/97 2/28/97
--------------------- --------------------
<S> <C> <C>
Net asset value, beginning of period $5.500 $5.500
Income from investment operations:
Net investment income 0.115 0.070
Net realized and unrealized gain (loss) on investments 0.200 0.199
------ ------
Total from investment operations 0.315 0.269
------ ------
Less dividends and distributions:
Dividends from net investment income (0.115) (0.069)
Distributions from net realized gain on security transactions
------ ------
Total dividends and distributions (0.115) (0.069)
------ ------
Net asset value, end of period $5.700 $5.700
====== ======
Total return (2) 5.77% 4.90%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $1,141 $146
Ratio of expenses to average net assets 0.88% 1.56%
Ratio of expenses to average net assets
prior to expense limitation 1.93% 2.61%
Ratio of net investment income to average net assets 4.23% 3.63%
Ratio of net investment income to average net assets
prior to expense limitation 3.18% 2.58%
Portfolio turnover 47% 47%
</TABLE>
- -----------------------------------------------------
(1) Date of initial pubic offering; ratios have been annualized and total
return has not been annualized.
On October 20, 1997, New Jersey Fund Class C sold shares which were subsequently
repurchased on January 13, 1998, leaving a balance of 1 share, which is the
initial seed purchase. This shareholder activity is not being disclosed due to
its immateriality.
<PAGE>
<TABLE>
<CAPTION>
Tax-Free Ohio
Fund A Class
A Class
---------------------
9/3/1997(1)
to
2/28/97
---------------------
<S> <C>
Net asset value, beginning of period $5.500
Income from investment operations:
Net investment income 0.120
Net realized and unrealized gain (loss) on investments 0.230
----------
Total from investment operations 0.350
----------
Less dividends and distributions:
Dividends from net investment income (0.120)
Distributions from net realized gain on security transactions
----------
Total dividends and distributions (0.120)
----------
Net asset value, end of period $5.730
==========
Total return (2) 6.41%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $1,201
Ratio of expenses to average net assets 0.88%
Ratio of expenses to average net assets
prior to expense limitation 1.93%
Ratio of net investment income to average net assets 4.38%
Ratio of net investment income to average net assets
prior to expense limitation 3.33%
Portfolio turnover 66%
</TABLE>
- -----------------------------------------------------
(1) Date of initial pubic offering; ratios have been annualized and total return
has not been annualized.
For the period September 1, 1997 through February 28, 1998, there was no
shareholder activity in Ohio Fund Class B and Ohio Fund Class C besides the
initial seed purchase of 1 share. This shareholder activity is not being
disclosed in the Financial Highlights due to its immateriality.
<PAGE>
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1998
Delaware Group State Tax-Free Income Trust (the "Trust") - Tax-Free New Jersey
Fund and Tax-Free Ohio Fund is registered as a nondiversified open-end
investment company under the Investment Company Act of 1940, as amended. The
Trust is organized as a Pennsylvania business trust and each Fund offers three
classes of shares. The A Class of each Fund carries a front-end sales charge of
3.75%. The B Class of each Fund carries a back-end deferred sales charge and the
C Class of each Fund carries a level load deferred sales charge. Tax-Free New
Jersey Fund's objective is to seek a high level of current interest income
exempt from federal income tax and New Jersey state and local taxes, consistent
with preservation of capital. Tax-Free Ohio Fund's objective is to seek a high
level of current interest income exempt from federal income tax and Ohio state
and local taxes, consistent with preservation of capital.
1. Significant Accounting Policies
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Funds:
Security Valuation- Long-term debt securities are valued by an independent
pricing service and such prices are believed to reflect the fair value of such
securities. Money market instruments having less than 60 days to maturity are
valued at amortized cost which approximates market value. Other securities and
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by or under the direction of the Trust's Board
of Trustees.
Federal Income Taxes- Each Fund intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes has been made in the
financial statements. Income and capital gain distributions are determined in
accordance with federal income tax regulations which may differ from generally
accepted accounting principles.
Class Accounting- Investment income, common expenses and realized and unrealized
gain (loss) on investments are allocated to the various classes of the Fund on
the basis of daily net assets of each class. Distribution expenses relating to a
specific class are charged directly to that class.
Use of Estimates- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
<PAGE>
Other- Expenses common to all Funds, including the Trust, within the Delaware
Investments Family of Funds are allocated amongst the funds on the basis of
average net assets. Security transactions are recorded on the date the
securities are purchased or sold (trade date). Costs used in calculating
realized gains and losses on the sale of investment securities are those of the
specific securities sold. Interest income is recorded on the accrual basis.
Premiums and discounts are amortized on a pro-rata basis and are included in
interest income. The Trust declares dividends from net investment income daily
and pays such dividends monthly. Capital gains, if any, are distributed
annually.
Certain Fund expenses are paid through "soft dollar" arrangements with brokers.
The amount of these expenses is less than 0.01% of the Fund's average daily net
assets.
2. Investment Management and Other Transactions with Affiliates
In accordance with the terms of the Investment Management Agreement, each Fund
pays Delaware Management Company, the Investment Manager of the Funds, an annual
fee which is calculated daily at the rate of 0.55% of the average daily net
assets of the Tax-Free New Jersey Fund and the Tax-Free Ohio Fund. DMC has
elected to waive its fees and reimburse the Tax-Free New Jersey and the Tax-Free
Ohio Fund to the extent that annual operating expenses exclusive of taxes,
interest, brokerage commissions, distribution expenses and extraordinary
expenses, exceed 0.25% of average daily net assets for the Tax-Free New Jersey
Fund and the Tax-Free Ohio Fund, through July 31, 1998. Total expenses absorbed
by DMC for the year ended February 28,1998 were $6,008 for the Tax-Free New
Jersey Fund and $5,427 for the Tax-Free Ohio Fund. For the year ended February
28, 1998, the Fund had a liability for investment management fees and other
expenses payable to DMC of $3,235 for the Tax-Free New Jersey Fund and $2,856
for the Tax-Free Ohio Fund.
The Trust has engaged Delaware Service Company, Inc. (DSC), an affiliate of
DMC, to serve as dividend disbursing, transfer agent and accounting services
agent for the Funds. For the year ended February 28, 1998, the Tax-Free New
Jersey Fund and The Tax-Free Ohio Fund expensed $355 and $122 for dividend
disbursing, transfer agent fees and other expenses and $230 and $209 for
accounting services and had liabilities for such fees and other expenses payable
to DSC for $126 and $101, respectively.
Pursuant to the Distribution Agreement, the Trust pays Delaware Distributors,
L.P. (DDLP), the Distributor and an affiliate of DMC, an annual fee not to
exceed 0.25% of the average daily net assets of the Tax-Free New Jersey Fund and
Tax-Free Ohio Fund A Classes and 1.00% of the average daily net assets of the B
and C Class for each portfolio. For the year ended February 28, 1998, the Funds
had a liability for distribution fees and other expenses payable to DDLP of $947
for Tax-Free New Jersey Fund and $883 for Tax-Free Ohio Fund.
DDLP earned $178 and $45 for commissions on sales of the Tax-Free New Jersey
Fund A Class and the Tax-Free Ohio Fund A Class, respectively.
Certain officers of DMC, DSC and DDLP are officers, trustees and/or employees of
the Trust. These officers, directors and employees are paid no compensation by
the Trust.
<PAGE>
3. Investments
During the year ended February 28,1998, each Fund had purchases and sales of
investment securities other than temporary cash investments as follows:
Tax-Free Tax-Free
New Jersey Fund Ohio Fund
--------------- ---------
Purchases: $1,505,039 $1,484,323
Sales: $273,241 $350,503
At February 28, 1998, the aggregate cost of securities for federal income tax
purposes was as follows:
Tax-Free Tax-Free
New Jersey Fund Ohio Fund
--------------- ---------
Cost of investments $1,240,114 $1,139,282
Unrealized appreciation $34,543 $37,648
Unrealized depreciation $599 $178
Net unrealized appreciation $1,240,114 $37,470
4. Trust Shares
Transactions in Fund shares were as follows:
Tax-Free New Jersey
-------------------
9/3/97
to
2/28/98
-------
Shares sold:
A Class 211,252
B Class 25,585
C Class 365
Shares issued upon reinvestment
of dividends from net investment income:
A Class 3,894
B Class 61
C Class 2
---------
241,159
---------
Shares repurchased:
A Class (15,002)
B Class (1)
C Class (366)
---------
(15,369)
Net Increase 255,790
=========
<PAGE>
Tax-Free Ohio
-------------
9/3/97
to
2/28/98
-------
Shares sold:
A Class 205,829
B Class 1
C Class 1
Shares issued upon reinvestment
of dividends from net investment income:
A Class 3,809
B Class 0
C Class 0
---------
209,640
---------
Shares repurchased:
A Class (2)
B Class 0
C Class 0
---------
(2)
Net Increase 209,638
=========
5. Concentrations of Credit Risk
The Funds concentrate their investments in securities issued by municipalities.
The value of these investments may be adversely affected by new legislation
within the states, regional or local economic conditions, and differing levels
of supply and demand for municipal bonds. Many municipalities insure repayment
for their obligations. Although bond insurance reduces the risk of loss due to
default by an issuer, such bonds remain subject to the risk that market may
fluctuate for other reasons and there is no assurance that the insurance company
will meet its obligations. These securities have been identified in the
Statement of Net Assets.
<PAGE>
PART C
------
Other Information
-----------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Report
* The financial statements and Accountant's Report
for Tax-Free Pennsylvania Fund listed above are
incorporated by reference into Part B from the
Registrant's Annual Report for the fiscal year
ended February 28, 1997. In addition, the
unaudited financial statements for Tax-Free
Pennsylvania Fund listed above are incorporated
by reference into Part B from the Registrant's
Semi-Annual Report for the the six months ended
August 31, 1997. Unaudited financial statements
for Tax-Free New Jersey Fund and Tax-Free Ohio
Fund for the period ended February 28, 1998 are
included in Part B.
(b) Exhibits:
(1) Declaration of Trust.
---------------------
(a) Declaration of Trust, as amended
through November 27, 1995, incorporated
into this filing by reference to
Post-Effective Amendment No. 35 filed
November 27, 1995.
(b) Amendment to Declaration of Trust (July
17,1997) incorporated into this filing
by reference to Post-Effective
Amendment No. 39 filed August 29, 1997.
(2) Procedural Guidelines.
----------------------
(a) Procedural Guidelines, as amended
through November 27, 1995 incorporated
into this filing by reference to
Post-Effective Amendment No. 34 filed
April 28, 1995.
(b) Amendment to Procedural Guidelines
(April 1995) incorporated into this
filing by reference to Post-Effective
Amendment No. 35 filed November 27,
1995.
(3) Voting Trust Agreement. Inapplicable.
-----------------------
<PAGE>
(4) Copies of All Instruments Defining the Rights of
Holders.
------------------------------------------------
(a) Declaration of Trust. Articles V and IX
of the Declaration of Trust (February
28, 1977) and Article V, as amended
(February 17, 1994), of the Declaration
of Trust incorporated into this filing
by reference to Post-Effective
Amendment No. 35 filed November 27,
1995.
(i) Amendment to Declaration of
Trust (July 17, 1997)
incorporated into this filing
by reference to Post-Effective
Amendment No. 39 filed August
29, 1997.
(b) Procedural Guidelines. Articles II, IV,
as amended, and VII of the Procedural
Guidelines incorporated into this
filing by reference to Post-Effective
Amendment No. 34 filed April 28, 1995.
(5) Investment Management Agreement.
--------------------------------
(a) Investment Management Agreement (April
3, 1995) between Delaware Management
Company, Inc. and the Registrant on
behalf of Tax-Free Pennsylvania Fund
incorporated into this filing by
reference to Post-Effective Amendment
No. 34 filed April 28, 1995.
(b) Executed Investment Management
Agreement (September 2, 1997) between
Delaware Management Company, Inc. and
the Registrant on behalf of Tax-Free
New Jersey Fund attached as Exhibit.
(c) Executed Investment Management
Agreement (September 2, 1997) between
Delaware Management Company, Inc. and
the Registrant on behalf of Tax-Free
Ohio Fund attached as Exhibit.
(6) (a) Distribution Agreement.
-----------------------
(i) Form of Distribution Agreement
(April 1995) on behalf of
Tax-Free Pennsylvania Fund
incorporated into this filing
by reference to Post-Effective
Amendment No. 35 filed
November 27, 1995.
(ii) Executed Distribution
Agreement (September 2, 1997)
between Delaware Distributors,
L.P. and the Registrant on
behalf of Tax-Free New Jersey
Fund attached as Exhibit.
<PAGE>
(iii) Executed Distribution
Agreement (September 2, 1997)
between Delaware Distributors,
L.P. and the Registrant on
behalf of Tax-Free Ohio Fund
attached as Exhibit.
(iv) Form of Amendment No. 1 to
Distribution Agreement (November
1995) on behalf of Tax-Free
Pennsylvania Fund incorporated
into this filing by reference to
Post-Effective Amendment No. 35
filed November 27, 1995.
(b) Administration and Service Agreement.
Form of Administration and Service
Agreement (as amended November 1995)
incorporated into this filing by
reference to Post-Effective Amendment
No. 35 filed November 27, 1995.
(c) Dealer's Agreement. Dealer's Agreement
(as amended November 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 35 filed
November 27, 1995.
(d) Mutual Fund Agreement for the Delaware
Group of Funds (as amended November
1995) (Module) incorporated into this
filing by reference to Post-Effective
Amendment No. 36 filed April 29, 1996.
(7) Bonus, Profit Sharing, Pension Contracts.
-----------------------------------------
(a) Amended and Restated Profit Sharing
Plan (November 17, 1994) incorporated
into this filing by reference to
Post-Effective Amendment No. 34 filed
April 28, 1995.
(b) Amendment to Profit Sharing Plan
(December 21, 1995) (Module)
incorporated into this filing by
reference to Post-Effective Amendment
No. 36 filed April 29, 1996.
(8) Custodian Agreement.
--------------------
(a) Executed Custodian Agreement (May 1996)
between Bankers Trust Company and the
Registrant on behalf of Tax-Free
Pennsylvania Fund attached as Exhibit.
(b) Executed Custodian Agreement (1996)
with The Chase Manhattan Bank included
as Module.
(i) Executed Letter (September 2, 1997)
to add Tax-Free New Jersey Fund and
Tax-Free Ohio Fund to the Custodian
Agreement with The Chase Manhattan
Bank attached as Exhibit.
<PAGE>
(9) Other Material Contracts.
-------------------------
(a) Executed First Amended and Restated
Shareholders Services Agreement
(September 2, 1997) between Delaware
Service Company, Inc. and the Registrant
on behalf of each Fund attached as
Exhibit.
(b) Executed Fund Accounting Agreement
(August 19, 1996) between Delaware
Service Company, Inc. and the Registrant
on behalf of each Fund attached as
Exhibit.
(i) Executed Amendment No. 7
(October 14, 1997) to Delaware
Group of Funds Fund Accounting
Agreement attached as Exhibit.
(ii) Executed Amendment No. 8
(December 18, 1997) to Delaware
Group of Funds Fund Accounting
Agreement attached as Exhibit.
(10) Opinion of Counsel. Attached as Exhibit.
-------------------
(11) Consent of Auditors. Attached as Exhibit.
--------------------
(12-14) Inapplicable.
(15) Plans under Rule 12b-1.
-----------------------
(a) Form of Plan under Rule 12b-1 for Class
A (November 1995) on behalf of Tax-Free
Pennsylvania Fund incorporated into
this filing by reference to
Post-Effective Amendment No. 35 filed
November 27, 1995.
(b) Form of Plan under Rule 12b-1 for Class
B (November 1995) on behalf of Tax-Free
Pennsylvania Fund incorporated into
this filing by reference to
Post-Effective Amendment No. 35 filed
November 27, 1995.
(c) Form of Plan under Rule 12b-1 for Class
C (November 1995) on behalf of Tax-Free
Pennsylvania Fund incorporated into
this filing by reference to
Post-Effective Amendment No. 35 filed
November 27, 1995.
(d) Executed Plan under Rule 12b-1 for
Class A (September 2, 1997) on behalf
of Tax-Free New Jersey Fund attached as
Exhibit.
(e) Executed Plan under Rule 12b-1 for
Class B (September 2, 1997) on behalf
of Tax-Free New Jersey Fund attached as
Exhibit.
(f) Executed Plan under Rule 12b-1 for
Class C (September 2, 1997) on behalf
of Tax-Free New Jersey Fund attached as
Exhibit.
<PAGE>
(g) Executed Plan under Rule 12b-1 for
Class A (September 2, 1997) on behalf
of Tax-Free Ohio Fund attached as
Exhibit.
(h) Executed Plan under Rule 12b-1 for
Class B (September 2, 1997) on behalf
of Tax-Free Ohio Fund attached as
Exhibit.
(i) Executed Plan under Rule 12b-1 for
Class C (September 2, 1997) on behalf
of Tax-Free Ohio Fund attached as
Exhibit.
(16) Schedules of Computation for each Performance
Quotation.
---------------------------------------------
(a) Incorporated into this filing by
reference to Post-Effective Amendment
No. 34 filed April 28, 1995,
Post-Effective Amendment No. 35 filed
November 27, 1995, Post-Effective
Amendment No. 36 filed April 30, 1996
and Post-Effective Amendment No. 37
filed April 29, 1997.
(b) Schedules of Computation not previously
filed attached as Exhibit.
(17) Financial Data Schedules.
-------------------------
(a) Incorporated into this filing by
reference to Post-Effective Amendment No.
37 filed April 29, 1997.
(b) Financial data schedules for Tax-Free
Pennsylvania Fund for the six months
ended August 31, 1997 attached as
Exhibit.
(c) Financial data schedules for Tax-Free
New Jersey Fund and Tax-Free Ohio Fund
for the period ended February 28, 1998
attached as Exhibit.
(18) Inapplicable.
(19) Other: Trustees' Power of Attorney. Attached as
Exhibit.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
<PAGE>
Item 26. Number of Holders of Securities.
--------------------------------
(1) (2)
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Delaware Group State Tax-Free Income Trust's:
Tax-Free Pennsylvania Fund A Class
Shares of Beneficial Interest 19,706 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free Pennsylvania Fund B Class
Shares of Beneficial Interest 1,130 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free Pennsylvania Fund C Class
Shares of Beneficial Interest 63 Accounts as of
with No Par Value Per Share February 28, 1998
Delaware Group State Tax-Free Income Trust's:
Tax-Free New Jersey Fund A Class
Shares of Beneficial Interest 11 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free New Jersey Fund B Class
Shares of Beneficial Interest 5 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free New Jersey Fund C Class
Shares of Beneficial Interest 1 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free Ohio Fund A Class
Shares of Beneficial Interest 4 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free Ohio Fund B Class
Shares of Beneficial Interest 1 Accounts as of
with No Par Value Per Share February 28, 1998
Tax-Free Ohio Fund C Class
Shares of Beneficial Interest 1 Accounts as of
with No Par Value Per Share February 28, 1998
</TABLE>
<PAGE>
Item 27. Indemnification. Incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed May 12, 1980.
Item 28. Business and Other Connections of Investment Adviser.
-----------------------------------------------------
Delaware Management Company (the "Manager"), a series of Delaware
Management Business Trust, serves as investment manager to the Registrant and
also serves as investment manager or sub-adviser to certain of the other funds
in the Delaware Investments family (Delaware Group Equity Funds I, Inc.,
Delaware Group Equity Funds II, Inc., Delaware Group Equity Funds III, Inc.,
Delaware Group Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc.,
Delaware Group Government Fund, Inc., Delaware Group Income Funds, Inc.,
Delaware Group Limited-Term Government Funds, Inc., Delaware Group Cash
Reserve, Inc., Delaware Group Tax-Free Fund, Inc., Delaware Group Tax-Free
Money Fund, Inc., Delaware Group Premium Fund, Inc., Delaware Group Global &
International Funds, Inc., Delaware Pooled Trust, Inc., Delaware Group Adviser
Funds, Inc., Delaware Group Foundation Funds, Delaware Group Dividend and
Income Fund, Inc., Delaware Group Global Dividend and Income Fund, Inc.,
Voyageur Tax-Free Funds, Inc., Voyageur Intermediate Tax-Free Funds, Inc.,
Voyageur Insured Funds, Inc., Voyageur Funds, Inc., Voyageur Investment Trust,
Voyageur Investment Trust II, Voyageur Mutual Funds, Inc., Voyageur Mutual
Funds II, Inc., Voyageur Mutual Funds III, Inc., Voyageur Arizona Municipal
Income Fund, Inc., Voyageur Colorado Insured Municipal Income Fund, Inc.,
Voyageur Florida Insured Municipal Income Fund, Voyageur Minnesota Municipal
Fund, Inc., Voyageur Minnesota Municipal Fund II, Inc. and Voyageur Minnesota
Municipal Fund III, Inc.). In addition, certain officers of the Manager also
serve as directors/trustees of the other Delaware Investments funds, and
certain officers are also officers of these other funds. A company indirectly
owned by the Manager's parent company acts as principal underwriter to the
mutual funds in the Delaware Investments family (see Item 29 below) and
another such company acts as the shareholder services, dividend disbursing,
accounting servicing and transfer agent for all of the mutual funds in the
Delaware Investments family.
The following persons serving as directors or officers of the
Manager have held the following positions during the past two years:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Wayne A. Stork Chairman of the Board, President, Chief Executive Officer and Chief
Investment Officer of Delaware Management Company; Chairman of the
Board, President, Chief Executive Officer, Chief Investment Officer and
Director of Delaware Management Company, Inc.; Trustee of Delaware
Management Business Trust; Chairman of the Board, President, Chief Executive
Officer and Director of DMH Corp.; Chairman, Chief Executive Officer, Chief
Investment Officer of Delaware Investment Advisers, Delaware Distributors,
Inc. and Founders Holdings, Inc.; Chairman, Chief Executive Officer and
Director of Delaware International Holdings Ltd. and Delaware International
Advisers Ltd.; Chairman of the Board and Director of the Registrant, each of the
other funds in the Delaware Investments family, Delaware Management
Holdings, Inc., and Delaware Capital Management, Inc.; Chairman of Delaware
Distributors, L.P.; President and Chief Executive Officer of Delvoy, Inc.; and
Director of Delaware Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
Richard G. Unruh, Jr. Executive Vice President of Delaware Management Company; Executive Vice
President and Director of Delaware Management Company, Inc.; Trustee of
Delaware Management Business Trust; Executive Vice President of the
Registrant, each of the other funds in the Delaware Investments family,
Delaware Management Holdings, Inc. and Delaware Capital Management, Inc;
President of Delaware Investment Advisers and Director of Delaware
International Advisers Ltd.
Board of Directors, Chairman of Finance Committee, Keystone Insurance
Company since 1989, 2040 Market Street, Philadelphia, PA; Board of
Directors, Chairman of Finance Committee, AAA Mid Atlantic, Inc.
since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors,
Metron, Inc. since 1995, 11911 Freedom Drive, Reston, VA
Paul E. Suckow Executive Vice President/Chief Investment Officer, Fixed Income of Delaware
Management Company, Delaware Management Company, Inc., the Registrant,
each of the other funds in the Delaware Investments family; Delaware
Investment Advisers; and Delaware Management Holdings, Inc.; Executive
Vice President and Director of Founders Holdings, Inc.; Executive Vice
President of Delaware Capital Management, Inc.; and Director of Founders
CBO Corporation
Director, HYPPCO Finance Company Ltd.
David K. Downes Executive Vice President, Chief Operating Officer and Chief Financial Officer
of Delaware Management Company and Delaware Investment Advisers;
Trustee of Delaware Management Business Trust; Executive Vice President,
Chief Operating Officer, Chief Financial Officer and Director of Delaware
Management Company, Inc., DMH Corp, Delaware Distributors, Inc., Founders
Holdings, Inc. and Delvoy, Inc.; Executive Vice President, Chief Operating
Officer and Chief Financial Officer of the Registrant and each of the other funds
in the Delaware Investments family, Delaware Management Holdings, Inc.,
Founders CBO Corporation, Delaware Capital Management, Inc. and Delaware
Distributors, L.P.; President, Chief Executive Officer, Chief Financial Officer
and Director of Delaware Service Company, Inc.; President, Chief Operating
Officer, Chief Financial Officer and Director of Delaware International
Holdings Ltd.; Chairman, Chief Executive Officer and Director of Delaware
Investment & Retirement Services, Inc.; Chairman and Director of Delaware
Management Trust Company; Director of Delaware International Advisers Ltd.;
and Vice President of Lincoln Funds Corporation
Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8 Clayton
Place, Newtown Square, PA
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
George M. Chamberlain, Jr. Senior Vice President, General Counsel and Secretary of Delaware Management
Company and Delaware Investment Advisers; Trustee of Delaware
Management Business Trust; Senior Vice President, General Counsel, Secretary
and Director of Delaware Management Company, Inc., DMH Corp., Delaware
Distributors, Inc., Delaware Service Company, Inc., Founders Holdings, Inc.,
Delaware Capital Management, Inc., Delaware Investment & Retirement
Services, Inc. and Delvoy, Inc.; Senior Vice President, Secretary and General
Counsel of the Registrant, each of the other funds in the Delaware Investments
family, Delaware Distributors, L.P. and Delaware Management Holdings, Inc.;
Senior Vice President and Director of Delaware International Holdings Ltd.;
Executive Vice President, Secretary, General Counsel and Director of Delaware
Management Trust Company; Director of Delaware International Advisers Ltd.;
Secretary of Lincoln Funds Corporation
Richard J. Flannery Senior Vice President/Corporate and International Affairs of the Registrant,
each of the other funds in the Delaware Investments family, Delaware
Management Holdings, Inc., DMH Corp., Delaware Management Company,
Delaware Investment Advisers, Delaware Management Company, Inc.,
Delaware Distributors, Inc., Delaware Distributors, L.P., Delaware Management
Trust Company, Delaware Capital Management, Inc., Delaware Service
Company, Inc. and Delaware Investment & Retirement Services, Inc.;
Executive Vice President/Corporate & International Affairs and Director of
Delaware International Holdings Ltd.; Senior Vice President/Corporate and
International Affairs and Director of Founders Holdings, Inc. and Delvoy, Inc.;
Senior Vice President of Founders CBO Corporation; and Director of Delaware
International Advisers Ltd.
Director, HYPPCO Finance Company Ltd.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverton,
PA; Director and Member of Executive Committee of Stonewall Links, Inc.
since 1991, Bulltown Rd., Elverton, PA
Michael P. Bishof Senior Vice President and Treasurer of the Registrant, each of the other funds in
the Delaware Investments family and Founders Holdings, Inc.; Senior Vice
President/Investment Accounting of Delaware Management Company;
Delaware Management Company, Inc. and Delaware Service Company, Inc.;
Senior Vice President and Treasurer/Manager, Investment Accounting of
Delaware Distributors, L.P. and Delaware Investment Advisers; Assistant
Treasurer of Founders CBO Corporation; and Senior Vice President and
Manager of Investment Accounting of Delaware International Holdings Ltd.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
Joseph H. Hastings Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Holdings, Inc., DMH Corp., Delaware Management Company,
Delaware Management Company, Inc., Delaware Distributors, Inc., Delaware
Capital Management, Inc., Delaware Distributors, L.P., Delaware Service
Company, Inc., Delaware International Holdings Ltd. and Delvoy, Inc.; Senior
Vice President/Corporate Controller of the Registrant, each of the other funds in
the Delaware Investments family and Founders Holdings, Inc.; Executive Vice
President, Chief Financial Officer and Treasurer of Delaware Management
Trust Company; Chief Financial Officer and Treasurer of Delaware Investment
& Retirement Services, Inc.; Senior Vice President/Assistant Treasurer of
Founders CBO Corporation; and Treasurer of Lincoln Funds Corporation.
Michael T. Taggart Senior Vice President/Facilities Management and Administrative Services of
Delaware Management Company and Delaware Management Company, Inc.
Douglas L. Anderson Senior Vice President/Operations of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment and Retirement
Services, Inc. and Delaware Service Company, Inc.; Senior Vice President/
Operations and Director of Delaware Management Trust Company
James L. Shields Senior Vice President/Chief Information Officer of Delaware Management
Company, Delaware Management Company, Inc., Delaware Service Company,
Inc. and Delaware Investment & Retirement Services, Inc.
Eric E. Miller Vice President, Assistant Secretary and Deputy General Counsel of the
Registrant and each of the other funds in the Delaware Investments family,
Delaware Management Company, Delaware Management Company, Inc.,
Delaware Management Holdings, Inc., DMH Corp., Delaware Distributors,
L.P., Delaware Distributors Inc., Delaware Service Company, Inc., Delaware
Management Trust Company, Founders Holdings, Inc., Delaware Capital
Management, Inc. and Delaware Investment & Retirement Services, Inc.; and
Vice President and Assistant Secretary of Delvoy, Inc. and Delaware Investment
Advisers.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
Richelle S. Maestro Vice President and Assistant Secretary of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant, each of the other funds in the Delaware Investments family,
Delaware Management Holdings, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., DMH Corp., Delaware
Management Trust Company, Delaware Capital Management, Inc., Delaware
Investment & Retirement Services, Inc., Founders Holdings, Inc. and Delvoy,
Inc.; Vice President and Secretary of Delaware International Holdings Ltd.; and
Secretary of Founders CBO Corporation;
Partner of Tri-R Associates since 1989, 10001 Sandmeyer Lane, Philadelphia,
PA
Richard Salus(1) Vice President/Assistant Controller of Delaware Management Company,
Delaware Management Company, Inc. and Delaware Management Trust
Company
Bruce A. Ulmer Vice President/Director of LNC Internal Audit of Delaware Management
Company, Delaware Management Company, Inc., the Registrant, each of the
other funds in the Delaware Investments family, Delaware Management
Holdings, Inc., DMH Corp., Delaware Management Trust Company and
Delaware Investment & Retirement Services, Inc.; Vice President/Director of
Internal Audit of Delvoy, Inc.
Susan L. Hanson Vice President/Strategic Planning of Delaware Management Company,
Delaware Management Company, Inc. and Delaware Service Company, Inc.
Christopher Adams Vice President/Strategic Planning of Delaware Management Company,
Delaware Management Company, Inc. and Delaware Service Company, Inc.
Dennis J. Mara(2) Vice President/Acquisitions of Delaware Management Company and Delaware
Management Company, Inc.
Scott Metzger Vice President/Business Development of Delaware Management Company,
Delaware Management Company, Inc. and Delaware Service Company, Inc.
Lisa O. Brinkley Vice President/Compliance of Delaware Management Company, Delaware
Management Company, Inc., the Registrant, each of the other funds in the
Delaware Investments family, DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware
Management Trust Company, Delaware Capital Management, Inc. and
Delaware Investment & Retirement Services, Inc.; Vice President of Delvoy,
Inc.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
Rosemary E. Milner Vice President/Legal Registrations of Delaware Management Company,
Delaware Management Company, Inc., the Registrant, each of the other
funds in the Delaware Investments family, Delaware Distributors, L.P.
and Delaware Distributors, Inc.
Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant, each of the tax-exempt funds, the fixed income funds and
the closed- end funds in the Delaware Investments family; Vice
President of Founders Holdings, Inc.; and Treasurer, Assistant
Secretary and Director of Founders CBO Corporation
Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant, each of the tax-exempt funds, the fixed income funds and
the closed-end funds in the Delaware Investments family; Vice
President of Founders Holdings, Inc.; and President and Director of
Founders CBO Corporation.
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant, each of the tax-exempt funds and the fixed income funds
in the Delaware Investments family and Delaware Capital Management,
Inc.
Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant, each of the tax-exempt funds and the fixed income funds
in the Delaware Investments family and Delaware Capital Management,
Inc.
Roger A. Early Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant, each of the tax-exempt funds and the fixed income funds
in the Delaware Investments family
Mitchell L. Conery(3) Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant and each of the tax-exempt and fixed income funds in the
Delaware Investments family
George H. Burwell Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., the Registrant and each of the
equity funds in the Delaware Investments family
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
John B. Fields Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant and each of the equity funds in the Delaware Investments
family and Delaware Capital Management, Inc.
Gerald S. Frey(4) Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., the Registrant and each of the equity
funds in the Delaware Investments family
Christopher Beck(5) Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., Delaware Investment Advisers, the
Registrant and each of the equity funds in the Delaware Investments family
Elizabeth H. Howell(6) Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc. and the Delaware-Voyageur Tax-Free
Minnesota Intermediate, Delaware-Voyageur Minnesota Insured, Delaware-
Voyageur Tax-Free Minnesota, Delaware-Voyageur Tax-Free Idaho, Delaware-
Voyageur Tax-Free Kansas, Delaware-Voyageur Tax-Free Missouri, Delaware-
Voyageur Tax-Free Oregon, Delaware-Voyageur Tax-Free Washington,
Delaware-Voyageur Tax-Free Iowa and Delaware-Voyageur Tax-Free
Wisconsin Funds.
Andrew M. McCullagh(7) Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc. and the Delaware-Voyageur Tax-Free
Arizona Insured, Delaware-Voyageur Tax-Free Arizona, Delaware-Voyageur
Tax-Free California Insured, Delaware-Voyageur Tax-Free Colorado,
Delaware-Voyageur Tax-Free New Mexico, Delaware-Voyageur Tax-Free
North Dakota and Delaware-Voyageur Tax-Free Utah Funds.
Babak Zenouzi Vice President/Senior Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., the Registrant and each of the equity
funds and the closed-end funds in the Delaware Investments family
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
Paul Grillo Vice President/Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc., the Registrant, Delaware Investment
Advisers and each of the tax-exempt and fixed income funds in the Delaware
Investments family
Marshall T. Bassett Vice President/Portfolio Manager of Delaware Management Company, Delaware
Management Company, Inc., Delaware Investment Advisers and each of the equity
funds in the Delaware Investments family.
John Heffern Vice President/Portfolio Manager of Delaware Management Company,
Delaware Management Company, Inc. and each of the equity funds in the
Delaware Investments family.
Mary Ellen Carrozza Vice President/Client Services of Delaware Management Company, Delaware
Management Company, Inc., Delaware Investment Advisers and Delaware
Pooled Trust, Inc.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(1) SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
(2) CORPORATE CONTROLLER, IIS prior to July 1997 and DIRECTOR, FINANCIAL
PLANNING, Decision One prior to March 1996.
(3) INVESTMENT OFFICER, Travelers Insurance prior to January 1997.
(4) SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.
(5) SENIOR PORTFOLIO MANAGER, Pitcairn Trust Company prior to May 1997.
(6) SENIOR PORTFOLIO MANAGER, Voyageur Fund Managers, Inc. prior to May 1997.
(7) SENIOR VICE PRESIDENT, SENIOR PORTFOLIO MANAGER, Voyageur Asset Management
LLC prior to May 1997.
Item 29. Principal Underwriters.
-----------------------
(a) Delaware Distributors, L.P. serves as principal
underwriter for all the mutual funds in the Delaware
Group.
(b) Information with respect to each officer or partner of
principal underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
Delaware Investment Advisers Limited Partner None
Delaware Capital Management, Inc. Limited Partner None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Wayne A. Stork Chairman Chairman
Bruce D. Barton President and Chief Executive None
Officer
David K. Downes Executive Vice President, Executive Vice
Chief Operating Officer President/Chief
and Chief Financial Officer Operating Officer/
Chief Financial Officer
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary/General Counsel Secretary/General Counsel
Richard J. Flannery Senior Vice President/Corporate Senior Vice President/
and International Affairs Corporate and
International Affairs
Joseph H. Hastings Senior Vice President/ Senior Vice President/
Corporate Controller & Corporate Controller
Treasurer
Terrence P. Cunningham Senior Vice President/ None
Financial Institutions
Thomas E. Sawyer Senior Vice President/ None
National Sales Director
Dana B. Hall Senior Vice President None
Mac McAuliffe Senior Vice President/Sales None
Manager, Western Division
William F. Hostler Senior Vice President/ None
Marketing Services
J. Chris Meyer Senior Vice President/ None
Director Product
Management
Stephen H. Slack Senior Vice
President/Wholesaler None
William M. Kimbrough Senior Vice
President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Daniel J. Brooks Senior Vice
President/Wholesaler None
Bradley L. Kolstoe Senior Vice President/ None
Western Division Sales
Manager
Henry W. Orvin Senior Vice President/ None
Eastern Division Sales
Manager
Michael P. Bishof Senior Vice President and Senior Vice
Treasurer/ Manager, President/Treasurer
Investment Accounting
Eric E. Miller Vice President/Assistant Vice President/
Secretary/Deputy General Assistant Secretary/
Counsel Deputy General Counsel
Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Lisa O. Brinkley Vice President/Compliance Vice President/
Compliance
Rosemary E. Milner Vice President/Legal Vice President/Legal
Registrations Registrations
Daniel H. Carlson Vice President/Strategic
Marketing None
Diane M. Anderson Vice President/Plan Record
Keeping and Administration None
Anthony J. Scalia Vice President/Defined
Contribution Sales, None
SW Territory
Courtney S. West Vice President/Defined
Contribution Sales, None
NE Territory
Denise F. Guerriere Vice President/Client
Services None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Gordon E. Searles Vice President/Client
Services None
Lori M. Burgess Vice President/Client Services None
Julia R. Vander Els Vice President/Participant
Services None
Scott Metzger Vice President/Business Vice President/Business
Development Development
Stephen C. Hall Vice President/
Institutional Sales None
Gregory J. McMillan Vice President/National
Accounts None
Christopher H. Price Vice President/Manager, None
Insurance
Stephen J. DeAngelis Vice President/Product None
Development
Andrew W. Whitaker Vice President/Financial
Institutions None
Jesse Emery Vice President/ Marketing None
Communications
Darryl S. Grayson Vice President, Broker/
Dealer Internal Sales None
Dinah J. Huntoon Vice President/Product None
Manager Equity
Soohee Lee Vice President/Fixed None
Income Product
Management
Michael J. Woods Vice President/ UIT None
Product Management
Ellen M. Krott Vice President/Marketing None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Dale L. Kurtz Vice President/Marketing
Support None
Holly W. Reimel Vice President/Manager,
Key Accounts None
David P. Anderson Vice President/Wholesaler None
Lee D. Beck Vice President/Wholesaler None
Gabriella Bercze Vice President/Wholesaler None
Terrence L. Bussard Vice President/Wholesaler None
William S. Carroll Vice President/Wholesaler None
William L. Castetter Vice President/Wholesaler None
Thomas J. Chadie Vice President/Wholesaler None
Thomas C. Gallagher Vice President/Wholesaler None
Douglas R. Glennon Vice President/Wholesaler None
Ronald A. Haimowitz Vice President/Wholesaler None
Christopher L. Johnston Vice President/Wholesaler None
Michael P. Jordan Vice President/Wholesaler None
Jeffrey A. Keinert Vice President/Wholesaler None
Thomas P. Kennett Vice President/ Wholesaler None
Debbie A. Marler Vice President/Wholesaler None
Nathan W. Medin Vice President/Wholesaler None
Roger J. Miller Vice President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Patrick L. Murphy Vice President/Wholesaler None
Stephen C. Nell Vice President/Wholesaler None
Julia A. Nye Vice President/Wholesaler None
Joseph T. Owczarek Vice President/Wholesaler None
Mary Ellen Pernice-Fadden Vice President/Wholesaler None
Mark A. Pletts Vice President/Wholesaler None
Philip G. Rickards Vice President/Wholesaler None
Laura E. Roman Vice President/Wholesaler None
Linda Schulz Vice President/Wholesaler None
Edward B. Sheridan Vice President/Wholesaler None
Robert E. Stansbury Vice President/Wholesaler None
Julia A. Stanton Vice President/Wholesaler None
Larry D. Stone Vice President/Wholesaler None
Edward J. Wagner Vice President/Wholesaler None
Wayne W. Wagner Vice President/Wholesaler None
John A. Wells Vice President/Marketing
Technology None
Scott Whitehouse Vice President/Wholesaler None
Frank C. Tonnemaker Vice President None
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Not Applicable.
Item 30. Location of Accounts and Records.
---------------------------------
All accounts and records are maintained in Philadelphia at 1818
Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103.
<PAGE>
Item 31. Management Services. None.
--------------------
Item 32. Undertakings.
-------------
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's annual report to shareholders, upon request
and without charge.
(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon
the question of removal of any trustee when requested in
writing to do so by the record holders of not less than
10% of the outstanding shares.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 27th day of March, 1998.
DELAWARE GROUP STATE TAX-FREE
INCOME TRUST
By/s/ Wayne A. Stork
------------------
Wayne A. Stork
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ---------------------------- --------------
<S> <C> <C>
/s/Wayne A. Stork Chairman March 27, 1998
- -----------------------------
Wayne A. Stork
Executive Vice President/Chief Operating
Officer/Chief Financial Officer
(Principal Financial Officer and
/s/David K. Downes Principal Accounting Officer) March 27, 1998
- -----------------------------
David K. Downes
/s/Walter P. Babich * Trustee March 27, 1998
- -----------------------------
Walter P. Babich
/s/Anthony D. Knerr * Trustee March 27, 1998
- -----------------------------
Anthony D. Knerr
/s/Ann R. Leven * Trustee March 27, 1998
- -----------------------------
Ann R. Leven
/s/W. Thacher Longstreth * Trustee March 27, 1998
- -----------------------------
W. Thacher Longstreth
/s/Thomas F. Madison * Trustee March 27, 1998
- -----------------------------
Thomas F. Madison
/s/Jeffrey J. Nick * Trustee March 27, 1998
- -----------------------------
Jeffrey J. Nick
/s/Charles E. Peck * Trustee March 27, 1998
- -----------------------------
Charles E. Peck
</TABLE>
*By/s/Wayne A. Stork
-----------------
Wayne A. Stork
as Attorney-in-Fact
for each of the persons indicated
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
EX-99.B5B Executed Investment Management Agreement on behalf of Tax-Free New Jersey Fund
EX-99.B5C Executed Investment Management Agreement on behalf of Tax-Free Ohio Fund
EX-99.B6AII Executed Distribution Agreement on behalf of Tax-Free New Jersey Fund
EX-99.B6AIII Executed Distribution Agreement on behalf of Tax-Free Ohio Fund
EX-99.B8A Executed Custodian Agreement with Bankers Trust Company on behalf of Tax-Free
Pennsylvania Fund
EX-99.B8B Executed Custodian Agreement with The Chase Manhattan Bank
(MODULE NAME
CHASE_CUST_AGR)
EX-99.B8BI Executed Letter to add Tax-Free New Jersey Fund and Tax-Free Ohio Fund to the
Custodian Argeement with The Chase Manhattan Bank
EX-99.B9A Executed First Amended and Restated Shareholders Services Agreement
EX-99.B9B Executed Fund Accounting Agreement
EX-99.B9BI Executed Amendment No. 7 to Fund Accounting Agreement
EX-99.B9BII Executed Amendment No. 8 to Fund Accounting Agreement
EX-99.B10 Opinion of Counsel
EX-99.B11 Consent of Auditors
EX-99.B15D Plan under Rule 12b-1 for Tax-Free New Jersey Fund A Class
EX-99.B15E Plan under Rule 12b-1 for Tax-Free New Jersey Fund B Class
EX-99.B15F Plan under Rule 12b-1 for Tax-Free New Jersey Fund C Class
EX-99.B15G Plan under Rule 12b-1 for Tax-Free Ohio Fund A Class
EX-99.B15H Plan under Rule 12b-1 for Tax-Free Ohio Fund B Class
EX-99.B15I Plan under Rule 12b-1 for Tax-Free Ohio Fund C Class
EX-99.B16B Schedules of Computation
EX-27 Financial Data Schedules
EX-99.B19 Trustees' Power of Attorney
</TABLE>
<PAGE>
EX-99.B5B
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP STATE TAX-FREE INCOME
TRUST (the "Fund"), a Pennsylvania Business Trust, for its TAX-FREE NEW JERSEY
FUND series (the "Series"), and DELAWARE MANAGEMENT COMPANY, INC.
(the "Investment Manager"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services and
WHEREAS, the Fund desires to retain the Investment Manager to serve
as the investment manager for the Series effective as of the date of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its
affairs, subject to the direction of the Board and officers of the Fund for
the period and on the terms hereinafter set forth. The Investment Manager
hereby accepts such employment and agrees during such period to render the
services and assume the obligations herein set forth for the compensation
herein provided. The Investment Manager shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized, have no authority to act for or represent the Fund in
any way, or in any way be deemed an agent of the Fund. The Investment Manager
shall regularly make decisions as to what securities to purchase and sell on
behalf of the Series, and shall give written instructions to the Trading
Department maintained by
<PAGE>
the Fund for implementation of such decisions, and shall furnish the Board of
Trustees of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Trustees of
the Fund may reasonably request.
2. The 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, redemption and repurchase of shares; preparation of
share certificates; reports and notices to shareholders; calling and holding
of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees. The Series shall bear all of its own organizational
costs.
Directors, officers and employees of the Investment Manager
may be directors, officers and employees of the funds of which Delaware
Management Company, Inc. is Investment Manager. Directors, officers and
employees of the Investment Manager who are directors, officers and/or
employees of the funds shall not receive any compensation from the funds for
acting in such dual capacity.
In the conduct of the respective businesses of the parties
hereto and in the performance of this Agreement, the Fund and Investment
Manager may share facilities common to each, with appropriate proration of
expenses between them.
3. (a) The Fund shall place and execute its own orders for the
purchase and sale of portfolio securities with broker/dealers. Subject to the
primary objective of obtaining the best available prices and execution, the
Fund will place orders for the purchase and sale of portfolio securities with
such broker/dealers selected from among those designated from time to time by
the Investment Manager, who provide statistical, factual and financial
information and services to the Fund, to the Investment Manager, or to any
other fund for which the Investment Manager provides investment advisory
services and/or with broker/dealers who sell shares of the Fund or who sell
shares of any other fund for which the Investment Manager provides investment
advisory services. Broker/dealers who sell shares of the funds of which
Delaware Management Company, Inc. is investment manager, shall only receive
orders for the purchase or sale of
-2-
<PAGE>
portfolio securities to the extent that the placing of such orders is in
compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above
and subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Fund, the Investment Manager may ask the Fund,
and the Fund may agree, to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would
have charged for effecting that transaction, in such instances where it, and
the Investment Manager, have determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such member, broker or dealer, viewed in terms
of either that particular transaction or the Investment Manager's overall
responsibilities with respect to the Fund and to other funds or other advisory
accounts for which the Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay
to the Investment Manager monthly from the Series' assets a fee based on the
average daily net assets of the Series during the month. Such fee shall be
calculated in accordance with the following schedule.
Equivalent
Monthly Rate Annual Rate Average Daily Net Assets
- ------------ ----------- ------------------------
5.5/120 of 1% 0.55% on the first $500,000,000
5.25/120 of 1% 0.525% on the next $500,000,000
5.0/120 of 1% 0.50% on assets over $1,000,000,000
If this Agreement is terminated prior to the end of any
calendar month, the management fee shall be prorated for the portion of any
month in which this Agreement is in effect according to the proportion which
the number of calendar days during which the Agreement is in effect bears to
the number of calendar days in the month, and shall be payable within 10 days
after the date of termination.
-3-
<PAGE>
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive,
and the Investment Manager shall be free to render similar or different
services to others so long as its ability to render the services provided for
in this Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment
advisory services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of duties of the
Investment Manager to the Fund, the Investment Manager shall not be subject to
liabilities to the Fund or to any shareholder of the Fund for any action or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security, or otherwise.
8. This Agreement shall be executed and become effective as of the
date written below. It shall continue in effect for a period of two years from
such date and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Series and only if the terms and the renewal hereof have
been approved by the vote of a majority of the Trustees 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. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time,
without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Trustees of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of penalty, on sixty
days' written notice to the Fund of its intention to do so. Upon termination
of this Agreement, the obligations of all the parties hereunder shall cease
and terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination,
-4-
<PAGE>
and except for the obligation of the Fund to pay to the Investment Manager the
fee provided in paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities;" "interested persons;" and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of the 2nd
day of September, 1997.
DELAWARE GROUP
STATE TAX-FREE INCOME TRUST
for the TAX-FREE NEW JERSEY FUND
ATTEST: /s/Michael D. Mabry By: /s/David K. Downes
----------------------- -----------------------------------
Title: Michael D. Mabry David K. Downes
Assistant Vice President/ Executive Vice President/Chief
Assistant Secretary Operating Officer/Chief Financial
Officer
DELAWARE MANAGEMENT COMPANY, INC.
ATTEST: /s/David P. O'Connor By: /s/Wayne A. Stork
----------------------- -----------------------------------
David P. O'Connor Wayne A. Stork
Title: Assistant Vice President Chairman/President/Chief Executive
Assistant Secretary Officer/Chief Investment Officer
-5-
<PAGE>
EX-99.B5C
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP STATE TAX-FREE INCOME
TRUST (the "Fund"), a Pennsylvania Business Trust, for its TAX-FREE OHIO FUND
series (the "Series"), and DELAWARE MANAGEMENT COMPANY, INC. (the "Investment
Manager"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services and
WHEREAS, the Fund desires to retain the Investment Manager to serve
as the investment manager for the Series effective as of the date of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its
affairs, subject to the direction of the Board and officers of the Fund for
the period and on the terms hereinafter set forth. The Investment Manager
hereby accepts such employment and agrees during such period to render the
services and assume the obligations herein set forth for the compensation
herein provided. The Investment Manager shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized, have no authority to act for or represent the Fund in
any way, or in any way be deemed an agent of the Fund. The Investment Manager
shall regularly make decisions as to what securities to purchase and sell on
behalf of the Series, and shall give written instructions to the Trading
Department maintained by
-1-
<PAGE>
the Fund for implementation of such decisions, and shall furnish the Board of
Trustees of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Trustees of
the Fund may reasonably request.
2. The 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, redemption and repurchase of shares; preparation of
share certificates; reports and notices to shareholders; calling and holding
of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees. The Series shall bear all of its own organizational
costs.
Directors, officers and employees of the Investment Manager
may be directors, officers and employees of the funds of which Delaware
Management Company, Inc. is Investment Manager. Directors, officers and
employees of the Investment Manager who are directors, officers and/or
employees of the funds shall not receive any compensation from the funds for
acting in such dual capacity.
In the conduct of the respective businesses of the parties
hereto and in the performance of this Agreement, the Fund and Investment
Manager may share facilities common to each, with appropriate proration of
expenses between them.
3. (a) The Fund shall place and execute its own orders for the
purchase and sale of portfolio securities with broker/dealers. Subject to the
primary objective of obtaining the best available prices and execution, the
Fund will place orders for the purchase and sale of portfolio securities with
such broker/dealers selected from among those designated from time to time by
the Investment Manager, who provide statistical, factual and financial
information and services to the Fund, to the Investment Manager, or to any
other fund for which the Investment Manager provides investment advisory
services and/or with broker/dealers who sell shares of the Fund or who sell
shares of any other fund for which the Investment Manager provides investment
advisory services. Broker/dealers who sell shares of the funds of which
Delaware Management Company, Inc. is investment manager, shall only receive
orders for the purchase or sale of
-2-
<PAGE>
portfolio securities to the extent that the placing of such orders is in
compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above
and subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Fund, the Investment Manager may ask the Fund,
and the Fund may agree, to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would
have charged for effecting that transaction, in such instances where it, and
the Investment Manager, have determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such member, broker or dealer, viewed in terms
of either that particular transaction or the Investment Manager's overall
responsibilities with respect to the Fund and to other funds or other advisory
accounts for which the Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay
to the Investment Manager monthly from the Series' assets a fee based on the
average daily net assets of the Series during the month. Such fee shall be
calculated in accordance with the following schedule.
Equivalent
Monthly Rate Annual Rate Average Daily Net Assets
- ------------ ----------- ------------------------
5.5/120 of 1% 0.55% on the first $500,000,000
5.25/120 of 1% 0.525% on the next $500,000,000
5.0/120 of 1% 0.50% on assets over $1,000,000,000
If this Agreement is terminated prior to the end of any
calendar month, the management fee shall be prorated for the portion of any
month in which this Agreement is in effect according to the proportion which
the number of calendar days during which the Agreement is in effect bears to
the number of calendar days in the month, and shall be payable within 10 days
after the date of termination.
-3-
<PAGE>
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive,
and the Investment Manager shall be free to render similar or different
services to others so long as its ability to render the services provided for
in this Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment
advisory services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of duties of the
Investment Manager to the Fund, the Investment Manager shall not be subject to
liabilities to the Fund or to any shareholder of the Fund for any action or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security, or otherwise.
8. This Agreement shall be executed and become effective as of the
date written below. It shall continue in effect for a period of two years from
such date and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Series and only if the terms and the renewal hereof have
been approved by the vote of a majority of the Trustees 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. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time,
without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Trustees of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of penalty, on sixty
days' written notice to the Fund of its intention to do so. Upon termination
of this Agreement, the obligations of all the parties hereunder shall cease
and terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination,
-4-
<PAGE>
and except for the obligation of the Fund to pay to the Investment Manager the
fee provided in paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities;" "interested persons;" and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of the 2nd
day of September, 1997.
DELAWARE GROUP
STATE TAX-FREE INCOME TRUST
for the TAX-FREE OHIO FUND
ATTEST: /s/Michael D. Mabry By: /s/David K. Downes
---------------------------- ---------------------------------------
Title: Michael D. Mabry David K. Downes
Assistant Vice President/ Executive Vice President/Chief
Assistant Secretary Operating Officer/Chief Financial
Officer
DELAWARE MANAGEMENT COMPANY, INC.
ATTEST: /s/David P. O'Connor By: /s/Wayne A. Stork
---------------------------- ---------------------------------------
Title: Assistant Vice President Chairman/President/Chief Executive
Assistant Secretary Officer/Chief Investment Officer
-5-
<PAGE>
EX-99.B6AII
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this 2nd day of
September, 1997 by and between DELAWARE GROUP STATE TAX-FREE INCOME TRUST (the
"Fund"), a Pennsylvania Business Trust for its TAX-FREE NEW JERSEY FUND series
(the "Series"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a
Delaware limited partnership.
WITNESSETH
WHEREAS, the Fund is an investment company regulated by
Federal and State regulatory bodies, and
WHEREAS, the Distributor is engaged in the business of
promoting the distribution of the securities of investment companies and, in
connection therewith and acting solely as agent for such investment companies
and not as principal, advertising, promoting, offering and selling their
securities to the public, and
WHEREAS, the Fund desires to enter into an agreement with
the Distributor on behalf of the Series, pursuant to which the Distributor
shall serve as the national distributor of the Series' Tax-Free New Jersey
Fund A Class ("Class A Shares"), Tax-Free New Jersey Fund B Class (the "Class
B Shares") and Tax-Free New Jersey Fund C Class (the "Class C Shares"), which
Series 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 Fund hereby engages the Distributor to promote the distribution of
the Series' shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell the
Series' shares to the public.
<PAGE>
2. (a) The Distributor agrees to serve as distributor of the Series'
shares and, as agent for the Fund and not as principal, to
advertise, promote and use its best efforts to sell the
Series' shares wherever their sale is legal, either through
dealers or otherwise, in such places and in such manner, not
inconsistent with the law and the provisions of this Agreement
and the Fund's Registration Statement under the Securities Act
of 1933, including the Prospectus contained therein, and the
Statement of Additional Information contained therein as may
be mutually determined by the Fund and the Distributor from
time to time.
(b) 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 Prospectus from time to time
and may allow concessions to dealers in such amounts and on
such terms as are therein set forth.
(c) For the Class A Shares, Class B Shares and Class C 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, 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 "A," "B" and "C."
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 of beneficial interest of the Series as the
Distributor shall require from time to time, and except as
provided in Paragraph 3(b) hereof, the Fund will not sell
Series' shares other than through the efforts of the
Distributor.
(b) The Fund reserves the right from time to time (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
-2-
<PAGE>
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 Fund warrants the following:
(a) The Fund is, or will be, a properly registered investment
company, and any and all Series' 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 Series' shares for
sale in such states as is deemed desirable.
(c) The Fund, without expense to the Distributor,
(1) will give and continue to give such financial
statements and other information as may be required
by the SEC or the proper public bodies of the
states in which the Series' 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, 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
-3-
<PAGE>
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 Series' 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 Series' 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 Series' shares of beneficial
interest outstanding, determined in accordance with
any applicable provisions of law and the provisions
of the Declaration of Trust, 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
-4-
<PAGE>
others in connection with the sale of the Series' shares, and the
form of dealers' sales contract the Distributor intends to use in
connection with sales of the Series' 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 Declaration of Trust 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 Series' shares. The Distributor shall undertake
to promote such sales solely as agent of the Fund, and shall not
purchase or sell such shares as principal. Orders for Series' shares
and payment for such orders shall be directed to the Fund's agent,
Delaware Service Company, Inc. for acceptance on behalf of the Fund.
The Distributor is not empowered to approve orders for sales of Series'
shares or accept payment for such orders. Sales of Series' shares shall
be deemed to 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,
-5-
<PAGE>
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 Series' 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 from the assets
of the Series the Distributor and each person, if any, who controls the
Distributor within the meaning of Section 15 of the Securities Act of
1933, from and against any and all losses, damages, or liabilities to
which, jointly or severally, the Distributor or such controlling person
may become subject, insofar as the losses, damages or liabilities arise
out of the performance of its duties hereunder except that the Fund
shall not be liable for indemnification of the Distributor or any
controlling person thereof for any liability to the Fund or its
security holders to which they would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance
of their duties 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,
-6-
<PAGE>
addressed to the recipient at 1818 Market Street, Philadelphia,
Pennsylvania 19103, 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 Trustees or by vote of a
majority of the outstanding voting securities of the Series
and only if the terms and the renewal thereof have been
approved by the vote of a majority of the Trustees 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
-7-
<PAGE>
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
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 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.
-8-
<PAGE>
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/Meghan M. Mahon By: /s/Bruce Barton
- ---------------------------------- ---------------------------------
Name: Meghan M. Mahon Name: Bruce Barton
Title: Assistant Vice President/ Title: President and Chief Executive
Assistant Secretary Officer
DELAWARE GROUP STATE TAX-FREE
INCOME TRUST for the TAX-FREE NEW
JERSEY FUND
Attest:
/s/David P. O'Connor By: /s/David K. Downes
- ---------------------------------- -------------------------------
Name: David P. O'Connor Name: David K. Downes
Title: Assistant Vice President/ Title: Executive Vice President/
Assistant Secretary/ Chief Operating Officer/
Senior Counsel Chief Financial Officer
-9-
<PAGE>
EXHIBIT A
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
TAX-FREE NEW JERSEY FUND A CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the
TAX-FREE NEW JERSEY FUND series (the "Series") on behalf of the TAX-FREE NEW
JERSEY FUND A CLASS (the "Class"), which Fund, Series and Class may do
business under these or such other names as the Board of Trustees of the Fund
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 Fund 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 Series and shareholders of the Class. The Plan was
adopted prior to any public offering of the Class.
The Fund is a trust organized under the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the
A-1
<PAGE>
Distribution Agreement between the Distributor and the Fund on behalf of the
Series ("Distribution Agreement").
The Plan provides that:
1. The Fund shall pay to the Distributor a monthly fee not
to exceed 0.3% (3/10 of l%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Trustees from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Series to
persons other than broker-dealers (the "Service Providers") who may, pursuant
to servicing agreements, provide to the Series services in the Series'
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 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)
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 Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees 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.
A-2
<PAGE>
4. The officers of the Fund shall furnish to the Board of
Trustees 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
(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 Fund, 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 thereof 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 Fund'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.
September 2, 1997
A-3
<PAGE>
EXHIBIT B
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
TAX-FREE NEW JERSEY FUND B CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE NEW
JERSEY FUND series (the "Series") on behalf of the TAX-FREE NEW JERSEY FUND B
CLASS (the "Class"), which Fund, Series and Class may do business under these
or such other names as the Board of Trustees of the Fund 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 Fund 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 Series
and shareholders of the Class. The Plan was adopted prior to any public
offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
B-1
<PAGE>
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees 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
Series' 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 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
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
Trustees 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.
B-2
<PAGE>
4. The officers of the Fund shall furnish to the Board of Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
B-3
<PAGE>
EXHIBIT C
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
TAX-FREE NEW JERSEY FUND C CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE NEW
JERSEY FUND series (the "Series) on behalf of the TAX-FREE NEW JERSEY FUND C
CLASS (the "Class"), which Fund, Series and Class may do business under these
or such other names as the Board of Trustees of the Fund 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 Fund 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 Series
and shareholders of the Class. The Plan was adopted prior to any public
offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
C-1
<PAGE>
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees from time to time.
(b) In addition to the amounts described in paragraph 1(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 Series' 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 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
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
Trustees 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.
C-2
<PAGE>
4. The officers of the Fund shall furnish to the Board of Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
C-3
<PAGE>
EX-99.B6AIII
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of this 2nd day of
September, 1997 by and between DELAWARE GROUP STATE TAX-FREE INCOME TRUST (the
"Fund"), a Pennsylvania Business Trust for its TAX-FREE OHIO FUND series (the
"Series"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a Delaware
limited partnership.
WITNESSETH
WHEREAS, the Fund is an investment company regulated by
Federal and State regulatory bodies, and
WHEREAS, the Distributor is engaged in the business of
promoting the distribution of the securities of investment companies and, in
connection therewith and acting solely as agent for such investment companies
and not as principal, advertising, promoting, offering and selling their
securities to the public, and
WHEREAS, the Fund desires to enter into an agreement with
the Distributor on behalf of the Series, pursuant to which the Distributor
shall serve as the national distributor of the Series' Tax-Free Ohio Fund A
Class ("Class A Shares"), Tax-Free Ohio Fund B Class (the "Class B Shares")
and Tax-Free Ohio Fund C Class (the "Class C Shares"), which Series 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 Fund hereby engages the Distributor to promote the distribution of
the Series' shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell the
Series' shares to the public.
<PAGE>
2. (a) The Distributor agrees to serve as distributor of the Series'
shares and, as agent for the Fund and not as principal, to
advertise, promote and use its best efforts to sell the
Series' shares wherever their sale is legal, either through
dealers or otherwise, in such places and in such manner, not
inconsistent with the law and the provisions of this Agreement
and the Fund's Registration Statement under the Securities Act
of 1933, including the Prospectus contained therein, and the
Statement of Additional Information contained therein as may
be mutually determined by the Fund and the Distributor from
time to time.
(b) 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 Prospectus from time to time and
may allow concessions to dealers in such amounts and on such
terms as are therein set forth.
(c) For the Class A Shares, Class B Shares and Class C 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, 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 "A," "B" and "C."
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 of beneficial interest of the Series as the
Distributor shall require from time to time, and except as
provided in Paragraph 3(b) hereof, the Fund will not sell
Series' shares other than through the efforts of the
Distributor.
(b) The Fund reserves the right from time to time (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
-2-
<PAGE>
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 Fund warrants the following:
(a) The Fund is, or will be, a properly registered investment
company, and any and all Series' 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 Series' shares for
sale in such states as is deemed desirable.
(c) The Fund, without expense to the Distributor,
(1) will give and continue to give such financial
statements and other information as may be required
by the SEC or the proper public bodies of the
states in which the Series' 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, 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
-3-
<PAGE>
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 Series' 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 Series' 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 Series' shares of beneficial
interest outstanding, determined in accordance with
any applicable provisions of law and the provisions
of the Declaration of Trust, 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
-4-
<PAGE>
others in connection with the sale of the Series' shares, and the
form of dealers' sales contract the Distributor intends to use in
connection with sales of the Series' 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 Declaration of Trust 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 Series' shares. The Distributor shall undertake
to promote such sales solely as agent of the Fund, and shall not
purchase or sell such shares as principal. Orders for Series' shares
and payment for such orders shall be directed to the Fund's agent,
Delaware Service Company, Inc. for acceptance on behalf of the Fund.
The Distributor is not empowered to approve orders for sales of Series'
shares or accept payment for such orders. Sales of Series' shares shall
be deemed to 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,
-5-
<PAGE>
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 Series' 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 from the assets
of the Series the Distributor and each person, if any, who controls the
Distributor within the meaning of Section 15 of the Securities Act of
1933, from and against any and all losses, damages, or liabilities to
which, jointly or severally, the Distributor or such controlling person
may become subject, insofar as the losses, damages or liabilities arise
out of the performance of its duties hereunder except that the Fund
shall not be liable for indemnification of the Distributor or any
controlling person thereof for any liability to the Fund or its
security holders to which they would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance
of their duties 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,
-6-
<PAGE>
addressed to the recipient at 1818 Market Street, Philadelphia,
Pennsylvania 19103, 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 Trustees or by vote of a
majority of the outstanding voting securities of the Series
and only if the terms and the renewal thereof have been
approved by the vote of a majority of the Trustees 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
-7-
<PAGE>
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
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 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.
-8-
<PAGE>
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/Meghan M. Mahon By: /s/Bruce Barton
- ----------------------------------- -----------------------------------
Name: Meghan M. Mahon Name: Bruce Barton
Title: Assistant Vice President/ Title: President and Chief Executive
Assistant Secretary Officer
DELAWARE GROUP STATE TAX-FREE
INCOME TRUST for the TAX-FREE OHIO
FUND
Attest:
/s/David P. O'Connor By: /s/David K. Downes
- ------------------------------------ ---------------------------------
Name: David P. O'Connor Name: David K. Downes
Title: Assistant Vice President/ Title: Executive Vice President/
Assistant Secretary/ Chief Operating Officer/
Senior Counsel Chief Financial Officer
-9-
<PAGE>
EXHIBIT A
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
TAX-FREE OHIO FUND A CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the
TAX-FREE OHIO FUND series (the "Series") on behalf of the TAX-FREE OHIO FUND A
CLASS (the "Class"), which Fund, Series and Class may do business under these
or such other names as the Board of Trustees of the Fund 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 Fund 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 Series
and shareholders of the Class. The Plan was adopted prior to any public
offering of the Class.
The Fund is a trust organized under the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the
A-1
<PAGE>
Distribution Agreement between the Distributor and the Fund on behalf of the
Series ("Distribution Agreement").
The Plan provides that:
1. The Fund shall pay to the Distributor a monthly fee not
to exceed 0.3% (3/10 of l%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Trustees from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Series to
persons other than broker-dealers (the "Service Providers") who may, pursuant
to servicing agreements, provide to the Series services in the Series'
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 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)
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 Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees 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.
A-2
<PAGE>
4. The officers of the Fund shall furnish to the Board of
Trustees 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
(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 Fund, 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 thereof 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 Fund'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.
September 2, 1997
A-3
<PAGE>
EXHIBIT B
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
TAX-FREE OHIO FUND B CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE OHIO
FUND series (the "Series") on behalf of the TAX-FREE OHIO FUND B CLASS (the
"Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Trustees of the Fund 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
Fund 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 Series and shareholders
of the Class. The Plan was adopted prior to any public offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
B-1
<PAGE>
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees 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
Series' 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 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
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
Trustees 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.
B-2
<PAGE>
4. The officers of the Fund shall furnish to the Board of Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
B-3
<PAGE>
EXHIBIT C
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
TAX-FREE OHIO FUND C CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE OHIO
FUND series (the "Series) on behalf of the TAX-FREE OHIO FUND C CLASS (the
"Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Trustees of the Fund 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
Fund 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 Series and shareholders
of the Class. The Plan was adopted prior to any public offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
C-1
<PAGE>
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees from time to time.
(b) In addition to the amounts described in paragraph 1(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 Series' 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 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
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
Trustees 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.
C-2
<PAGE>
4. The officers of the Fund shall furnish to the Board of Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
C-3
<PAGE>
Bankers Trust Company EX-99.B8A
One Bankers Trust Plaza, New York, New York 10006
Mailing Address:
P.O. Box 318, Church Street Station
New York, New York 10008-0318
Mutual Fund/Business Trust/Series
CUSTODIAN AGREEMENT
AGREEMENT dated as of June 1, 1996 between BANKERS TRUST COMPANY (the
"Custodian") and those registered investment companies listed on Exhibit A
hereto, as such Exhibit shall be amended from time to time (each, a "Customer").
WHEREAS, the Customer may be organized with one or more series of
shares, each of which shall represent an interest in a separate portfolio of
Securities and Cash (each as hereinafter defined) (all such existing and
additional series now or hereafter listed on Exhibit A being hereafter referred
to individually as a "Portfolio" and collectively, as the "Portfolios"); and
WHEREAS, the Customer desires to appoint the Custodian as custodian on
behalf of the Portfolios under the terms and conditions set forth in this
Agreement, and the Custodian has agreed to so act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Employment of Custodian. The Customer hereby employs the Custodian
as custodian of all assets of each Portfolio which are delivered to and accepted
by the Custodian or any Subcustodian (as that term is defined in Section 4) (the
"Property") pursuant to the terms and conditions set forth herein. Without
limitation, such Property shall include stocks and other equity interests of
every type, evidences of indebtedness, other instruments representing same or
rights or obligations to receive, purchase, deliver or sell same and other
non-cash investment property of a Portfolio which is acceptable for deposit
("Securities") and cash from any source and in any currency ("Cash"). The
Custodian shall not be responsible for any property of a Portfolio held or
received by the Customer or others and not delivered to the Custodian or any
Subcustodian.
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2. Maintenance of Securities and Cash at Custodian and Subcustodian
Locations. Pursuant to Instructions (as hereinafter defined in Section 14), the
Customer shall direct the Custodian to (a) settle Securities transactions and
maintain Cash in the country or other jurisdiction in which the principal
trading market for such Securities is located, where such Securities are to be
presented for payment or where such Securities are acquired and (b) maintain
cash and cash equivalents in such countries in amounts reasonably necessary to
effect the Customer's transactions in such Securities. Instructions to settle
Securities transactions (or Customer's transactions on behalf of a Portfolio) in
any country shall be deemed to authorize the holding of such Securities and Cash
in that country.
3. Custody Account. The Custodian agrees to establish and maintain one
or more separate custody accounts on its books each in the name of, as
appropriate, the Customer or the Customer on behalf of a Portfolio (each, an
"Account") for any and all Property from time to time received and accepted by
the Custodian or any Subcustodian for the account of such Portfolio. Upon
delivery by the Customer to the Custodian of any Property belonging to a
Portfolio, the Customer shall, by Instructions, specifically indicate to which
Portfolio such Property belongs or if such Property belongs to more than one
Portfolio shall allocate such Property to the appropriate Portfolio. The
Custodian shall allocate such Property to the Accounts in accordance with the
Instructions; provided that the Custodian shall have the right, in its sole
discretion, to refuse to accept any Property that is not in proper form for
deposit for any reason. The Customer on behalf of each Portfolio, acknowledges
its responsibility as a principal for all of its obligations to the Custodian
arising under or in connection with this Agreement, warrants its authority to
deposit in the appropriate Account any Property received therefor by the
Custodian or a Subcustodian and to give, and authorize others to give,
Instructions relative thereto. The Custodian may deliver Securities of the same
class in place of those deposited in the Account; provided, however, the
Securities so delivered shall be subject to the same restrictions on transfer
(if any) and shall be of the same market value as the Securities that are the
subject of the Instructions, unless the prevailing market practice in a market
causes the Custodian and the Subcustodian, in the exercise of reasonable care,
to be unable to obtain delivery of Securities which meet the requirements
described in this proviso, in which case, the Custodian shall provide the
Customer prompt written notice of delivery of Securities not meeting such
requirements.
The Custodian shall hold, keep safe and protect as custodian for each
Account, on behalf of the Customer, all Property in such Account. All
transactions, including, but not limited to, foreign exchange transactions,
involving the Property shall be executed or settled solely in accordance with
Instructions (which shall specifically reference the Account for which such
transaction is being settled) pursuant to the terms of this Agreement, except
that until the Custodian receives Instructions to the contrary, the Custodian
will:
(a) collect all interest and dividends and all other income and
payments, whether paid in cash or in kind, on the Property, as
the same become payable and credit the same to the appropriate
Account, and provide prompt notice of any such actions;
(b) present for payment all Securities held in an Account which
are called, redeemed or retired or otherwise become payable
and all coupons and other income items which call for payment
upon presentation to the extent that the Custodian or
Subcustodian is actually aware of such opportunities and hold
the Cash received in such Account pursuant to this Agreement,
and provide prompt notice of any such actions;
(c) (i) exchange Securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the
exchange of warrants, or other documents of entitlement to
securities, for the Securities themselves) and (ii) when
notification of a tender or exchange offer (other than
ministerial exchanges described in (i) above) is received for
an Account, take all reasonable steps under the circumstances
to obtain Instructions, provided that if such Instructions are
not received in time for the Custodian to take timely action,
no action shall be taken with respect thereto;
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<PAGE>
(d) whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or
stock split is received for an Account and such rights
entitlement or fractional interest bears an expiration date,
if after taking all reasonable steps under the circumstances
to obtain Instructions such Instructions are not received in
time for the Custodian to take timely action or if actual
notice of such actions was received too late for Custodian
reasonably to seek Instructions, sell in the discretion of the
Custodian (which sale the Customer hereby authorizes the
Custodian to make) such rights entitlement or fractional
interest and credit the Account with the net proceeds of such
sale;
(e) execute in the Customer's name for an Account, whenever the
Custodian deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of
income from the Property in such Account;
(f) pay for each Account, any and all taxes and levies in the
nature of taxes imposed on interest, dividends or other
similar income on the Property in such Account by any
governmental authority. In the event there is insufficient
Cash available in such Account to pay such taxes and levies,
the Custodian shall promptly notify the Customer of the amount
of the shortfall and the Customer, at its option, may deposit
additional Cash in such Account or take steps to have
sufficient Cash available. The Customer agrees, when and if
requested by the Custodian and required in connection with the
payment of any such taxes to cooperate with the Custodian in
furnishing information, executing documents or otherwise; and
(g) appoint brokers and agents for any of the ministerial
transactions involving the Securities described in (a) - (f),
including, without limitation, affiliates of the Custodian or
any Subcustodian.
4. Subcustodians and Securities Systems. The Customer authorizes and
instructs the Custodian to hold the Property in each Account in custody accounts
which have been established by the Custodian with (a) one of its U.S. branches
or another U.S. bank or trust company or branch thereof located in the U.S.
which is itself qualified under the Investment Company Act of 1940, as amended
("1940 Act"), to act as custodian (individually, a "U.S. Subcustodian"), or a
U.S. securities depository or clearing agency or system in which the Custodian
or a U.S. Subcustodian participates (individually, a "U.S. Securities System")
or (b) one of its non-U.S. branches or majority-owned non-U.S. subsidiaries, a
non-U.S. branch or majority-owned subsidiary of a U.S. bank or a non-U.S. bank
or trust company, acting as custodian (individually, a "non-U.S. Subcustodian";
U.S. Subcustodians and non-U.S. Subcustodians, collectively, "Subcustodians"),
or a non-U.S. depository or clearing agency or system in which the Custodian or
any Subcustodian participates (individually, a "non-U.S. Securities System";
U.S. Securities System and non-U.S. Securities System, collectively, "Securities
System"), provided that in each case in which a U.S. Subcustodian or U.S.
Securities System is employed, Instructions approving the employment of each
such Subcustodian or Securities System shall have been received by Custodian;
provided further that in each case in which a non-U.S. Subcustodian or non-U.S.
Securities System is employed, (a) such Subcustodian or Securities System either
is (i) a "qualified U.S. bank" as defined by Rule 17f-5 under the 1940 Act as
such Rule may be amended from time to time ("Rule 17f-5") or (ii) an "eligible
foreign custodian" within the meaning of Rule 17f-5 or such Subcustodian or
Securities System is the subject of an order granted by the U.S. Securities and
Exchange Commission ("SEC") exempting such agent or the subcustody arrangements
thereto from all or part of the provisions of Rule 17f-5 and (b) Instructions
approving in advance the employment of such non-U.S. Subcustodian, and the
agreement between the Custodian and such non-U.S. Subcustodian, shall have been
received by Custodian; it being understood that the Custodian shall have no
liability or responsibility for determining whether the approval of any
Subcustodian or Securities System has been proper under the 1940 Act or any rule
or regulation thereunder.
-3-
<PAGE>
Upon receipt of Instructions, the Custodian agrees to cease the
employment of any previously approved Subcustodian or Securities System with
respect to the Customer, and if desirable and practicable, appoint a replacement
subcustodian or securities system in accordance with the provisions of this
Section. In addition, the Custodian may, at any time in its discretion, upon
written notification to the Customer, terminate the employment of any
Subcustodian or Securities System.
Upon request of the Customer, the Custodian shall deliver to the
Customer annually a certificate stating: (a) the identity of each non-U.S.
Subcustodian and non-U.S. Securities System then acting on behalf of the
Custodian and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such non-U.S Subcustodian and
non-U.S. Securities System; (b) the countries in which each non-U.S.
Subcustodian or non-U.S. Securities System is located; and (c) so long as Rule
17f-5 requires the Customer's Board of Directors or Trustees to directly approve
its foreign custody arrangements, such other information relating to such
non-U.S. Subcustodians and non-U.S. Securities Systems as may reasonably be
requested by the Customer to ensure compliance with Rule 17f-5. So long as Rule
17f-5 requires the Customer's Board of Directors or Trustees to directly approve
its foreign custody arrangements, the Custodian also shall furnish annually to
the Customer information concerning such non-U.S. Subcustodians and non-U.S.
Securities Systems similar in kind and scope as that furnished to the Customer
in connection with the initial approval of this Agreement. Custodian agrees to
promptly notify the Customer if, in the normal course of its custodial
activities, the Custodian becomes aware of any material adverse changes in the
facts or circumstances upon which such information is based or has reason to
believe that any non-U.S. Subcustodian or non-U.S. Securities System has ceased
to be a qualified U.S. bank or an eligible foreign custodian each within the
meaning of Rule 17f-5 or has ceased to be subject to an exemptive order from the
SEC. Any selection of and form of contract with a Subcustodian shall be subject
to approval by the Customer that such selection and contract are consistent with
the requirements of Rule 17f-5 (and Rule 17f-4, if applicable) under the 1940
Act, and the Custodian warrants that such arrangement shall comply with Section
5 of this Agreement.
5. Use of Subcustodian. With respect to Property in an Account which is
maintained by the Custodian in the custody of a Subcustodian employed pursuant
to Section 4:
(a) The Custodian will identify on its books as belonging to the
Customer on behalf of a Portfolio, any Property held by such
Subcustodian.
(b) Any Property in the Account held by a Subcustodian will be
subject only to the instructions of the Custodian or its
agents.
(c) Property deposited with a Subcustodian will be maintained in
an account holding only assets for customers of the Custodian.
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<PAGE>
(d) Any agreement the Custodian shall enter into with a non-U.S.
Subcustodian with respect to the holding of Property shall
require that (i) the Account will be adequately indemnified or
its losses adequately insured in the event of loss; (ii) so
long as and to the extent that Rule 17f-5 requires, the
Property is not subject to any right, charge, security
interest, lien or claim of any kind in favor of such
Subcustodian or its creditors except a claim for payment in
accordance with such agreement for their safe custody or
administration, (iii) so long as and to the extent that Rule
17f-5 requires, beneficial ownership of such Property be
freely transferable without the payment of money or value
other than for safe custody or administration, (iv) adequate
records will be maintained identifying the Property held
pursuant to such Agreement as belonging to the Custodian, on
behalf of its customers and (v) officers of or auditors
employed by, or other representatives of or designated by, the
Custodian, including the independent public accountants of or
designated by, the Customer be given access to the books and
records of such Subcustodian relating to its actions under its
agreement pertaining to any Property held by it thereunder or
confirmation of or pertinent information contained in such
books and records be furnished to such persons designated by
the Custodian.
6. Use of Securities System. With respect to Property in the Account(s)
which are maintained by the Custodian or any Subcustodian in the custody of a
Securities System employed pursuant to Section 4:
(a) The Custodian shall, and the Subcustodian will be required by
its agreement with the Custodian to, identify on its books
such Property as being held for the account of the Custodian
or Subcustodian for its customers.
(b) Any Property held in a Securities System for the account of
the Custodian or a Subcustodian will be subject only to the
instructions of the Custodian or such Subcustodian, as the
case may be.
(c) Property deposited with a Securities System will be maintained
in an account holding only assets for customers of the
Custodian or Subcustodian, as the case may be, unless
precluded by applicable law, rule, or regulation.
(d) The Custodian shall provide the Customer with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and procedures
for safeguarding securities deposited in the Securities
System.
7. Agents. Except for holding of Property pursuant to Section 4 hereof,
the Custodian may at any time or times in its sole discretion, upon advance
written notification to Customer, appoint (or remove) any other U.S. bank or
trust company which is itself qualified under the 1940 Act to act as custodian,
as its agent to carry out such of the provisions of this Agreement as the
Custodian may from time to time direct; provided, however, that the appointment
of any agent shall not, under any circumstances, relieve the Custodian of its
responsibilities or liabilities hereunder.
8. Records, Ownership of Property, Statements, Opinions of Independent
Certified Public Accountants.
-5-
<PAGE>
(a) The ownership of the Property whether Securities, Cash and/or other
property, and whether held by the Custodian or a Subcustodian or in a Securities
System as authorized herein, shall be clearly recorded on the Custodian's books
as belonging to the appropriate Account and not for the Custodian's own
interest. Where certificates are legended or otherwise not fungible with
publicly traded certificates (and in other cases where the Custodian and the
Customer may agree), the Customer reserves the right to instruct the Custodian
as to the name only in which such Securities shall be registered and the
Custodian, to the extent reasonably practicable, shall comply with such
Instructions; provided, however if Custodian reasonably determines that
compliance with such Instructions is not reasonably practicable or otherwise may
conflict with applicable law, rule or regulation, Custodian shall promptly
notify Customer and shall comply with reasonable alternatives as to which the
parties may agree. The Custodian shall keep accurate and detailed accounts of
all investments, receipts, disbursements and other transactions for each
Account. All accounts, books and records of the Custodian relating thereto shall
be open to inspection and audit at all reasonable times during normal business
hours by any person designated by the Customer. All such books, records and
accounts shall be maintained and preserved in the form reasonably requested by
the Customer and in accordance with the 1940 Act and the Rules and Regulations
thereunder, including, without limitation, Section 31 thereof and Rule 31a-1 and
31a-2 thereunder. All books, records and accounts pertaining to the Customer and
the Accounts, which are in the possession of the Custodian, shall be the
property of the Customer and such materials or (unless the delivery of original
materials is required pursuant to applicable law) legible copies thereof in a
format acceptable to the Customer, shall be surrendered promptly upon request.
The Custodian will supply to the Customer from time to time, as mutually agreed
upon, a statement in respect to any Property in an Account held by the Custodian
or by a Subcustodian. In the absence of the filing in writing with the Custodian
by the Customer of exceptions or objections to any such statement within one
hundred eighty (180) days of the mailing thereof, the Customer shall be deemed
to have approved such statement and in such case or upon written approval of the
Customer of any such statement, such statement shall be presumed to be for all
purposes correct with respect to all information set forth therein, absent
manifest errors or omissions.
(b) The Custodian shall take all reasonable action as the Customer may
request to obtain from year to year favorable opinions from the Customer's
independent certified public accountants with respect to the Custodian's
activities hereunder in connection with the preparation of the Customer's Form
N-1A and the Customer's Form N-SAR or other periodic reports to the SEC and with
respect to any other requirements of the SEC.
(c) At the request of the Customer, the Custodian shall deliver to the
Customer a written report prepared by the Custodian's independent certified
public accountants with respect to the services provided by the Custodian under
this Agreement, including, without limitation, the Custodian's accounting
system, internal accounting control and procedures for safeguarding Cash and
Securities, including Cash and Securities deposited and/or maintained in a
Securities System or with a Subcustodian. Such report shall be of sufficient
scope and in sufficient detail as may reasonably be required by the Customer and
as may reasonably be obtained by the Custodian.
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<PAGE>
(d) The Customer may elect to participate in any of the electronic
on-line service and communications systems offered by the Custodian which can
provide the Customer, on a daily basis, with the ability to view on-line or to
print on hard copy various reports of Account activity and of Securities and/or
Cash being held in any Account. To the extent that such service shall include
market values of Securities in an Account, the Customer hereby acknowledges that
the Custodian now obtains and may in the future obtain information on such
values from outside sources that the Custodian considers to be reliable and the
Customer agrees that the Custodian (i) does not verify or represent or warrant
either the reliability of such service nor the accuracy or completeness of any
such information furnished or obtained by or through such service and (ii) shall
be without liability in selecting such service or furnishing any information
derived therefrom. To the extent that such service shall provide access to
information concerning (i) all transactions involving the delivery in and out of
Custodian of Cash and/or Securities; (ii) payments of principal and interest or
dividends; (iii) pending transactions and fails; (iv) schedules of Custodian
holdings, Custodian shall comply with the standards for reports furnished in
accordance with Section 8(a) above.
9. Holding of Securities, Nominees, etc. Securities in an Account which
are held by the Custodian or any Subcustodian may be held by such entity in the
name of the Customer, on behalf of a Portfolio, in the Custodian's or
Subcustodian's name, in the name of the Custodian's or Subcustodian's nominee,
or in bearer form. Securities that are held by a Subcustodian or which are
eligible for deposit in a Securities System as provided above may be maintained
with the Subcustodian or the Securities System in an account for the Custodian's
or Subcustodian's customers, unless prohibited by law, rule, or regulation. So
long as and to the extent that Rule 17f-5 shall permit, the Custodian or
Subcustodian, as the case may be, may combine certificates representing
Securities held in an Account with certificates of the same issue held by it as
fiduciary or as a custodian. In the event that any Securities in the name of the
Custodian or its nominee or held by a Subcustodian and registered in the name of
such Subcustodian or its nominee are called for partial redemption by the issuer
of such Security, the Custodian may, subject to the rules or regulations
pertaining to allocation of any Securities System in which such Securities have
been deposited, allot, or cause to be allotted, the called portion of the
respective beneficial holders of such class of security in any manner the
Custodian deems to be fair and equitable and shall provide Customer prompt
notice of any such action.
10. Proxies, etc. With respect to any proxies, notices, reports or
other communications relative to any of the Securities in any Account, the
Custodian shall perform such services and only such services relative thereto as
are (i) set forth in Section 3 of this Agreement, (ii) described in Exhibit B
attached hereto (as such service therein described may be in effect from time to
time) (the "Proxy Service") and (iii) as may otherwise be agreed upon between
the Custodian and the Customer. The liability and responsibility of the
Custodian in connection with the Proxy Service referred to in (ii) of the
immediately preceding sentence and in connection with any additional services
which the Custodian and the Customer may agree upon as provided in (iii) of the
immediately preceding sentence shall be as set forth in the description of the
Proxy Service and as may be agreed upon by the Custodian and the Customer in
connection with the furnishing of any such additional service and shall not be
affected by any other term of this Agreement. Neither the Custodian nor its
nominees or agents shall vote upon or in respect of any of the Securities in an
Account, execute any form of proxy to vote thereon, or give any consent or take
any action (except as provided in Section 3) with respect thereto except upon
the receipt of Instructions relative thereto.
11. Segregated Account. To assist the Customer in complying with the
requirements of the 1940 Act and the rules and regulations thereunder, the
Custodian shall, upon receipt of Instructions, establish and maintain a
segregated account or accounts on its books for and on behalf of a Portfolio.
The Custodian shall hold in such segregated accounts for the Account of a
Portfolio, Securities so designated by Customer.
12. Settlement Procedures. (a) Securities will be transferred,
exchanged or delivered by the Custodian or a Subcustodian upon receipt by the
Custodian of Instructions which include all information required by the
Custodian. Settlement and payment for Securities received for an Account and
delivery of Securities out of such Account may be effected in accordance with
the customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering Securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
Securities from such purchaser or dealer, as such practices and procedures may
be modified or supplemented in accordance with the standard operating procedures
of the Custodian in effect from time to time for that jurisdiction or market. So
long as and to the extent that the Custodian has exercised reasonable care, the
Custodian shall not be liable for any loss which results from effecting
transactions in accordance with the customary or established securities trading
or securities processing practices and procedures in the applicable jurisdiction
or market.
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<PAGE>
(b) With respect to Accounts containing Securities maintained outside
the United States, the Custodian shall credit or debit such Accounts on a
contractual settlement date with Cash or Securities with respect to any sale,
exchange or purchase of Securities.
(i) The Custodian may reverse credits or debits made to
the Accounts in its discretion if the related
transaction fails to settle within a reasonable
period, determined by the Custodian in its
discretion, after the contractual settlement date for
the related transaction; provided that, the Custodian
shall give Customer prior notification of any such
reversal. Where the foregoing notification is oral,
the Custodian shall promptly provide written
notification of the same (which confirmation may be
electronic).
(ii) If any Securirites delivered pursuant to this Section
12(b) are returned by the recipient thereof, the
Custodian may, after receiving advance approval from
the Customer, which approval shall not be
unreasonably withheld, reverse the credits and debits
of the particular transaction at any time.
(c) Without affecting the obligations of the Custodian under Section
12(b) and except as otherwise may be agreed upon by the parties hereto, the
Custodian shall not be required to comply with Instructions to settle the
purchase of any Securities for the Account unless there is sufficient Cash in
the Account at the time or to settle the sale of any Securities in the Account
unless such Securities are in deliverable form. Notwithstanding the foregoing,
if the purchase price of such securities exceeds the amount of Cash in the
Account at the time of settlement of such purchase, the Custodian may, in its
sole discretion, but in no way shall have any obligation to, permit an overdraft
in the Account in the amount of the difference solely for the purpose of
facilitating the settlement of such purchase of securities for prompt delivery
for the Account. The Customer agrees to immediately repay the amount of any such
overdraft in the ordinary course of business, exclusively out of the Property in
the Account that has engaged in the transaction that gives rise to such
overdraft and further agrees to indemnify and hold the Custodian harmless from
and against Custodian's actual losses, damages, costs and expenses, including
the charges for such overdraft as set forth in Exhibit C hereof exclusively out
of such Property, provided however, that Customer shall not be liable for any
consequential or special damages. The Customer agrees that it will not use the
Account to facilitate the purchase of securities if at the time Customer places
the purchase order it knows there will not be sufficient funds in the Account at
the time of settlement (which funds shall not include the proceeds of the sale
of the purchased securities).
13. Permitted Transactions. The Customer agrees that it will cause
transactions to be made pursuant to this Agreement only upon Instructions in
accordance with Section 14 and only for the purposes listed below.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions.
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<PAGE>
(b) When Securities are called, redeemed or retired, or otherwise
become payable.
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan of merger, consolidation,
reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other
securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a
pledge of Securities, but only against receipt of amounts borrowed.
(h) In connection with any loans or repurchase agreements, but only
against receipt of collateral as specified in Instructions which shall reflect
any restrictions applicable to the Customer.
(i) For the purpose of redeeming shares of the capital stock of the
Customer against delivery of the shares to be redeemed to the Custodian, a
Subcustodian or the Customer's transfer agent.
(j) For the purpose of redeeming in kind shares of the Customer against
delivery of the shares to be redeemed to the Custodian, a Subcustodian or the
Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement
among the Customer, on behalf of a Portfolio, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc., relating to compliance with
the rules of The Options Clearing Corporation, the Commodities Futures Trading
Commission and of any registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Customer.
(l) In the case of covered call options, the issuance of a depository
pledge receipt or similar notice of custody or for release of Securities to
designated brokers under such covered call options, provided, however, that such
Securities shall be released only upon payment to the Custodian of monies for
the premium due and a receipt for the Securities which are to be held in escrow.
Upon exercise of the option, or at expiration, the Custodian will receive the
Securities previously deposited from broker. The Custodian will act strictly in
accordance with Instructions in the delivery of Securities to be held in escrow
and will have no responsibility or liability for any such Securities which are
not returned promptly when due other than to make proper request for such
return.
(m) For spot or forward foreign exchange transactions to facilitate
security trading or receipt of income from Securities related transactions.
(n) In connection with the establishment of a segregated account in
accordance with Section 11 hereof.
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<PAGE>
(o) Upon the termination of this Agreement as set forth in Section 20
hereof.
(p) For the purpose of paying distributions to shareholders of the
capital stock of the Customer.
(q) In connection with transactions under master repurchase agreements
and master accounts and the delivery of inital and variation margin for futures
contracts.
(r) For other proper purposes as may be specified in Instructions.
The Customer agrees that the Custodian shall have no obligation to
verify the purpose for which a transaction is being effected; provided that if
the Custodian has actual knowledge that the transaction is for an improper
purpose, it shall notify the Customer.
14. Instructions. The term "Instructions" means instructions from the
Customer in respect of any of the Custodian's duties hereunder which have been
received by the Custodian at its address set forth in Section 21 below (i) in
writing (including, without limitation, facsimile transmission) or by tested
telex signed or given by such one or more person or persons as the Customer
shall have from time to time authorized in writing to give the particular class
of Instructions in question and whose name and (if applicable) signature and
office address have been filed with the Custodian, or (ii) which have been
transmitted electronically through an electronic on-line service and
communications system offered by the Custodian or other electronic instruction
system acceptable to the Custodian, or (iii) a telephonic or oral communication
by one or more persons as the Customer shall have from time to time authorized
to give the particular class of Instructions in question and whose name has been
filed with the Custodian; or (iv) upon receipt of such other form of
instructions as the Customer may from time to time authorize in writing and
which the Custodian has agreed in writing to accept. Instructions in the form of
oral communications shall be confirmed by the Customer by tested telex or
writing (including, without limitation, facsimile transmission) in the manner
set forth in clause (i) above, but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral instructions
prior to the Custodian's receipt of such confirmation. Instructions may relate
to specific transactions or to types or classes of transactions, and may be in
the form of standing instructions, such as the Instructions communicated in the
letter to Sandy Gross dated November 14, 1996 concerning confirmation of wire
transfers sent to the Custodian by facsimile transmission, the terms of which
letter are incorporated herein by reference.
The Custodian shall have the right to assume in the absence of notice
to the contrary from the Customer that any person whose name is on file with the
Custodian pursuant to this Section has been authorized by the Customer to give
the Instructions in question and that such authorization has not been revoked.
The Custodian may act upon and conclusively rely on, without any liability to
the Customer or any other person or entity for any losses resulting therefrom,
any Instructions reasonably believed by it in good faith to be furnished by the
proper person or persons as provided above.
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<PAGE>
15. Standard of Care. The Custodian shall be responsible for the
performance of only such duties as are set forth herein or contained in
Instructions given to the Custodian which are not contrary to the provisions of
this Agreement. The Custodian shall comply with all applicable provisions and
requirements of the 1940 Act, the Securities Act of 1933 (the "1933 Act"), the
1934 Act, and any laws, rules, and regulations or governmental authorities
having jurisdiction with respect to the provisions which directly apply to the
services provided to the Customer hereunder. The Custodian will use reasonable
care with respect to the safekeeping of Property in each Account and, except as
otherwise expressly provided herein, in carrying out its obligations under this
Agreement. So long as and to the extent that it has exercised reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any Property or other property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in acting
upon, and may conclusively rely on, without liability for any loss resulting
therefrom, any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed or furnished by the
proper party or parties, including, without limitation, Instructions, and shall
be indemnified by the Customer for any losses, damages, costs and expenses
(including, without limitation, the reasonable fees and expenses of counsel)
incurred by the Custodian and arising out of action taken or omitted with
reasonable care by the Custodian hereunder or under any Instructions, such
indemnification to be provided exclusively from the Property in the Account as
to which Custodian shall have acted (or failed to act) when it incurred such
losses, damages, costs and expenses. The Custodian shall be liable to the
Customer for any act or omission to act of any Subcustodian to the same extent
as if the Custodian committed such act itself. With respect to a Securities
System, the Custodian shall only be responsible or liable for losses arising
from employment of such Securities System caused by the Custodian's own failure
to exercise reasonable care. In the event of any loss or damage to the Customer
or, if the Customer shall incur costs and expenses (including, without
limitation, fees and expenses of counsel) by reason of the failure of the
Custodian or a Subcustodian to utilize reasonable care, the Custodian shall be
liable to the Customer to the extent of the Customer's actual losses, damages,
costs and expenses (including reasonable fees and expenses of counsel) by reason
of such failure without reference to any special conditions or circumstances. In
no event shall either the Custodian or the Customer be liable for any
consequential or special damages of such other party. The Custodian shall be
entitled to rely, and may act, on advice of counsel (who may be counsel for the
Customer) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
In the event the Customer subscribes to an electronic on-line service
and communications system offered by the Custodian, the Customer shall be fully
responsible for the security of the Customer's connecting terminal, access
thereto and the proper and authorized use thereof and the initiation and
application of continuing effective safeguards with respect thereto and agrees
to defend and indemnify the Custodian and hold the Custodian harmless from and
against any and all losses, damages, costs and expenses (including the
reasonable fees and expenses of counsel) incurred by the Custodian as a result
of any improper or unauthorized use of such terminal by the Customer or by any
others.
All collections of funds or other property paid or distributed in
respect of Securities in an Account, including funds involved in third-party
foreign exchange transactions, shall be made at the risk of the Customer.
Subject to the exercise of reasonable care, the Custodian shall have no
liability for any loss occasioned by delay in the actual receipt of notice by
the Custodian or by a Subcustodian of any payment, redemption or other
transaction regarding Securities in each Account in respect of which the
Custodian has agreed to take action as provided in Section 3 hereof. The
Custodian shall not be liable for any loss resulting from, or caused by, or
resulting from acts of governmental authorities (whether de jure or de facto),
including, without limitation, nationalization, expropriation, and the
imposition of currency restrictions; devaluations of or fluctuations in the
value of currencies; changes in laws and regulations applicable to the banking
or securities industry; market conditions that prevent the orderly execution of
securities transactions or affect the value of Property; acts of war, terrorism,
insurrection or revolution; strikes or work stoppages; the inability of a local
clearing and settlement system to settle transactions for reasons beyond the
control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption,
nuclear fusion, fission or radioactivity, or other acts of God.
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<PAGE>
Upon receipt by the Custodian of notice from a subcustodian, or
otherwise upon the Custodian becoming aware in the ordinary course of its
custodial activities, of any of the events (other than any of such events which
are acts of God) referred to in the immediately preceding paragraph, the
Custodian will as soon as practicable notify the Customer. The Customer may
discuss with the Custodian reasonable steps to safeguard the Property, and the
Custodian shall use reasonable efforts to take such steps as may be agreed
between the Customer and the Custodian; provided that should the Custodian in
good faith determine that the taking of any such steps would result in the
incurrence by the Custodian of costs, expenses and liabilities, the Custodian
need not take any such steps until the Customer shall have furnished to the
Custodian reasonable security or indemnity for such costs, expenses and
liabilities.
The Custodian shall, throughout the term of this Agreement, effect and
maintain insurance cover in respect of such risks with such insurers and on such
terms as it deems appropriate and necessary to protect the Property. Nothing in
this Section 15 shall prohibit the Custodian from self-insuring all or any part
of the risks relating to the performance of this Agreement as it in its sole
discretion deems appropriate, but only as long as Property could be protected to
the same extent as it would were such insurance maintained with a third party
insurer unaffiliated with Custodian; and if Custodian knows or has reason to
know that the Property is not so protected, Custodian shall promptly notify
Customer and shall be obligated to obtain appropriate and necessary insurance
from an unaffiliated third party insurer. The Custodian shall furnish to the
Customer upon request certification as to the effectiveness and amounts of such
insurance.
The Custodian maintains business line and technology resources business
continuity plans which are monitored internally and externally to ensure that
the plans are regularly updated and tested and comply with firmwide standards.
Upon request, Custodian shall provide written assurance to the Customer of the
continued maintenance of reasonable arrangements for the emergency use of
electronic data processing equipment to the extent appropriate.
The Custodian shall have no liability in respect of any loss, damage or
expense suffered by the Customer, insofar as such loss, damage or expense arises
from the performance of the Custodian's duties hereunder by reason of the
Custodian's reasonable reliance upon records that were maintained for the
Customer by entities other than the Custodian prior to the Custodian's
employment under this Agreement.
The provisions of this Section shall survive termination of this
Agreement.
16. Investment Limitations and Legal or Contractual Restrictions or
Regulations. Provided that the Custodian exercises reasonable care to comply
with Instructions generally, and more particularly in connection with the
purchase, sale or exchange of Securities made by or for the Customer in any
country, the Custodian shall not be liable to the Customer and the Customer
agrees to indemnify the Custodian and its nominees, for any loss, damage or
expense suffered or incurred by the Custodian or its nominees arising out of any
violation of any investment restriction or other restriction or limitation
applicable to the Customer or any Portfolio pursuant to any contract or any law
or regulation. The provisions of this Section shall survive termination of this
Agreement.
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<PAGE>
17. Fees and Expenses. The Customer agrees to pay to the Custodian such
compensation for its services pursuant to this Agreement as may be mutually
agreed upon in writing from time to time and the Custodian's reasonable
out-of-pocket or incidental expenses in connection with the performance of this
Agreement, including (but without limitation) reasonable legal fees as described
herein and/or deemed necessary in the judgment of the Custodian to keep safe or
protect the Property in the Account. The initial fee schedule is attached hereto
as Exhibit C. The Customer hereby agrees to hold the Custodian harmless from any
liability or loss which is not due to the Custodian's or a Subcustodian's lack
of reasonable care resulting from any taxes or other governmental charges, and
any expense related thereto, which may be imposed, or assessed with respect to
any Property in an Account and also agrees to hold the Custodian, its
Subcustodians, and their respective nominees harmless from any liability as a
record holder of Property in such Account. The Custodian is authorized to charge
the applicable Account for such items, including but not limited to amounts
payable pursuant to indemnities granted by the Customer under this Agreement;
provided that Custodian shall give Customer notification prior to effecting any
such charge. The provisions of this Section shall survive the termination of
this Agreement.
18. Tax Reclaims. With respect to withholding taxes deducted and which
may be deducted from any income received from any Property in an Account, the
Custodian shall perform such services with respect thereto as are described in
Exhibit D attached hereto and shall in connection therewith be subject to the
standard of care set forth in such Exhibit D. Such standard of care shall not be
affected by any other term of this Agreement.
19. Amendment, Modifications, etc. No provision of this Agreement may
be amended, modified or waived except in a writing signed by the parties hereto.
No waiver of any provision hereto shall be deemed a continuing waiver unless it
is so designated. No failure or delay on the part of either party in exercising
any power or right under this Agreement operates as a waiver, nor does any
single or partial exercise of any power or right preclude any other or further
exercise thereof or the exercise of any other power or right.
20. Termination. (a) Termination of Entire Agreement. This Agreement
may be terminated by the Customer or the Custodian by sixty (60) days' written
notice to the other; provided that notice by the Customer shall specify the
names of the persons to whom the Custodian shall deliver the Securities in each
Account and to whom the Cash in such Account shall be paid. If notice of
termination is given by the Custodian, the Customer shall, within sixty (60)
days following the giving of such notice, deliver to the Custodian a written
notice specifying the names of the persons to whom the Custodian shall deliver
the Securities in each Account and to whom the Cash in such Account shall be
paid. In either case, the Custodian will deliver such Securities and Cash to the
persons so specified, after deducting therefrom any amounts which the Custodian
determines to be owed to it under Section 17. In addition, the Custodian may in
its discretion withhold from such delivery such Cash and Securities as may be
necessary to settle transactions pending at the time of such delivery. If within
sixty (60) days following the giving of a notice of termination by the
Custodian, the Custodian does not receive from the Customer a written notice
specifying the names of the persons to whom the Custodian shall deliver the
Securities in each Account and to whom the Cash in such Account shall be paid,
the Custodian, at its election, may upon advance written notice to Customer
deliver such Securities and pay such Cash to a bank or trust company which is
qualified as an eligible foreign custodian under Rule 17f-5 of the 1940 Act and
doing business in the State of New York to be held and disposed of pursuant to
the provisions of this Agreement, or may continue to hold such Securities and
Cash until a written notice as aforesaid is delivered to the Custodian, provided
that the Custodian's obligations shall be limited to safekeeping and the duties
outlined in this subsection 20(a); provided that where the Custodian is the
terminating party and the Custodian had not notified the Customer that
termination is for breach of this Agreement by Customer, such sixty (60) day
period shall be extended for an additional period as requested by Customer of up
to ninety (90) additional days.
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(b) Termination as to One or More Portfolios. This Agreement may be
terminated by the Customer or the Custodian as to one or more Portfolios (but
less than all of the Portfolios) by delivery of an amended Exhibit A deleting
such Portfolios, in which case termination as to such deleted Portfolios shall
take effect sixty (60) days after the date of such delivery, or such earlier
time as mutually agreed. The execution and delivery of an amended Exhibit A
which deletes one or more Portfolios shall constitute a termination of this
Agreement only with respect to such deleted Portfolio(s), shall be governed by
the preceding provisions of Section 20 as to the identification of a successor
custodian and the delivery of Cash and Securities of the Portfolio(s) so deleted
to such successor custodian, and shall not affect the obligations of the
Custodian and the Customer hereunder with respect to the other Portfolios set
forth in Exhibit A, as amended from time to time.
21. Notices. Except as otherwise provided in this Agreement, all
requests, demands or other communications between the parties or notices in
connection herewith (a) shall be in writing, hand delivered or sent by telex,
telegram, cable, facsimile or other means of electronic communication agreed
upon by the parties hereto addressed, if to the Customer, to:
Delaware Group of Funds
1818 Market Street, 7th Floor
Philadelphia, PA 19103
Attention: Michael P. Bishof
Phone: (215) 255-2852
Fax: (215) 255-1645
if to the Custodian, to:
Bankers Trust Company
16 Wall Street, 4th Floor
New York, NY 10005
Attention: Vicky Platt
Phone: (212) 618-2645
Fax: (212) 618-2193
or in either case to such other address as shall have been furnished to the
receiving party pursuant to the provisions hereof and (b) shall be deemed
effective when received, or, in the case of a telex, when sent to the proper
number and acknowledged by a proper answerback.
22. Several Obligations of the Portfolios. With respect to any
obligations of the Customer on behalf of each Portfolio and each of its related
Accounts arising out of this Agreement, the Custodian shall look for payment or
satisfaction of any obligation solely to the assets and property of the
Portfolio and such Accounts to which such obligation relates as though the
Customer had separately contracted with the Custodian by separate written
instrument with respect to each Portfolio and its related Accounts.
23. Representations and Warranties.
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<PAGE>
(a) The Customer hereby represents and warrants to the Custodian that:
(i) the employment of the Custodian and the allocation of
fees, expenses and other charges to any Account as herein provided, is not
prohibited by law or any governing documents or contracts to which the Customer
is subject;
(ii) the terms of this Agreement do not violate any obligation
by which the Customer is bound, whether arising by contract, operation of law or
otherwise;
(iii) this Agreement has been duly authorized by appropriate
action and when executed and delivered will be binding upon the Customer and
each Portfolio in accordance with its terms; and
(iv) the Customer will deliver to the Custodian such evidence
of such authorization as the Custodian may reasonably require, whether by way of
a certified resolution or otherwise.
(b) The Custodian hereby represents and warrants to the Customer that:
(i) the terms of this Agreement do not violate any obligation
by which the Custodian is bound, whether arising by contract, operation of law
or otherwise;
(ii) this Agreement has been duly authorized by appropriate
action and when executed and delivered will be binding upon the Custodian in
accordance with its terms;
(iii) the Custodian will deliver to the Customer such evidence
of such authorization as the Customer may reasonably require, whether by way of
a certified resolution or otherwise; and
(iv) Custodian is qualified as a custodian under Sections
17(f) and 26(a) of the 1940 Act and warrants that it will remain so qualified or
upon ceasing to be so qualified shall promptly notify the Customer in writing.
24. Governing Law and Successors and Assigns. This Agreement shall be
governed by the law of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and the
Custodian.
25. Publicity. Unless material is produced in accordance with
applicable law, Customer shall furnish to Custodian at its office referred to in
Section 21 above, prior to any distribution thereof, copies of any material
prepared for distribution to any persons who are not parties hereto that refer
in any way to the Custodian. Customer shall not distribute or permit the
distribution of such materials if Custodian reasonably objects in writing within
ten (10) business days of receipt thereof (or such other time as may be mutually
agreed) after receipt thereof. The provisions of this Section shall survive the
termination of this Agreement.
26. Representative Capacity and Binding Obligation. A copy of the
Articles of Incorporation/Declaration of Trust of the Customer is on file with
The Secretary of the State of Maryland or in the Trust's offices, and notice is
hereby given that this Agreement is not executed on behalf of the Directors or
Trustees of the Customer as individuals, and the obligations of this Agreement
are not binding upon any of the Directors or Trustees, officers or shareholders
of the Customer individually but are binding only upon the assets and property
of the Portfolios.
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<PAGE>
The Custodian agrees that no shareholder, trustee, director or officer
of the Customer may be held personally liable or responsible for any obligations
of the Customer arising out of this Agreement.
27. Submission to Jurisdiction. Any suit, action or proceeding arising
out of this Agreement may be instituted in any State or Federal court sitting in
the City of New York, State of New York, United States of America, and the
Customer irrevocably submits to the non-exclusive jurisdiction of any such court
in any such suit, action or proceeding and waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding brought in such a court and any
claim that such suit, action or proceeding was brought in an inconvenient forum.
Notwithstanding the foregoing, this Section shall not limit any party from
instituting suit in the competent court of any other jurisdiction.
28. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties hereto.
29. Confidentiality. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required or requested to be
disclosed by any bank or other regulatory examiner of the Custodian, Customer,
or any Subcustodian, any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable law or regulation.
30. Severability. If any provision of this Agreement is determined to
be invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
31. Headings. The headings of the paragraphs hereof are included for
convenience of reference only and do not form a part of this Agreement.
DELAWARE GROUP OF FUNDS
on behalf of
each Customer and
Portfolio listed
on Exhibit A
hereto
By: /s/ David K. Downes
Name: David K. Downes
Title: Senior Vice President/Chief Administrative
Officer /Chief Financial Officer
BANKERS TRUST COMPANY
By: /s/ Richard M. Quintal
Name: Richard M. Quintal
Title: Managing Director
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<PAGE>
EXHIBIT A
To Custodian Agreement dated as of June 1, 1996 between Bankers Trust
Company and Delaware Group of Funds.
LIST OF PORTFOLIOS
The following is a list of Portfolios referred to in the first WHEREAS
clause of the above-referenced Custodian Agreement. Terms used herein as defined
terms unless otherwise defined shall have the meanings ascribed to them in the
above-referenced Custodian Agreement.
Customers: Portfolios
- ---------- ----------
Delaware Group Trend Fund, Inc.
Delaware Group Decatur Fund, Inc. Decatur Income Fund Series
Decatur Total Return Fund Series
Delaware Group Government Government Income Series
Fund, Inc.
Delaware Group Limited-Term U.S. Government Money Series
Government Funds, Inc.
Limited Term Government Fund Series
Delaware Cash Reserve, Inc.
Delaware Group Tax-Free
Money Fund, Inc.
Delaware Group Tax-Free Fund, Inc. Tax Free USA Fund Series
Tax-Free Insured Fund Series
Tax-Free USA Intermediate Fund
Series
Delaware Pooled Trust, Inc. The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The Fixed Income Portfolio
The Limited Term Maturity Portfolio
The Defensive Equity Small/
Mid-Cap Portfolio
Delaware Group Income Funds, Inc Strategic Income Fund Series
<PAGE>
Delaware Group Global Dividend and
Income Fund, Inc.
Dated as of: April 1, 1997 DELAWARE GROUP OF FUNDS,
on behalf of each Customer and Portfolio
listed on this Exhibit A to the
Custodian Agreement
By: /s/ David K. Downes
Name: David K. Downes
Title: Senior Vice President/
Chief Administrative Officer/
Chief Financial Officer
BANKERS TRUST COMPANY
By: /s/ Richard M. Quintal
Name: Richard M. Quintal
Title: Managing Director
<PAGE>
EXHIBIT B
To Custodian Agreement dated as of June 1, 1996 between Bankers Trust
Company and Delaware Group of Funds.
PROXY SERVICE
The following is a description of the Proxy Service referred to in
Section 10 of the above referenced Custodian Agreement. Terms used herein as
defined terms shall have the meanings ascribed to them therein unless otherwise
defined below.
The Custodian provides a service, described below, for the transmission
of corporate communications in connection with shareholder meetings relating to
Securities held in Argentina, Australia, Austria, Canada, Denmark, Finland,
France, Germany, Greece, Hong Kong, Indonesia, Ireland, Italy, Japan, Korea,
Malaysia, Mexico, Netherlands, New Zealand, Pakistan, Poland, Singapore, South
Africa, Spain, Sri Lanka, Sweden, United Kingdom, United States, and Venezuela.
For the United States and Canada, the term "corporate communications" means the
proxy statements or meeting agenda, proxy cards, annual reports and any other
meeting materials received by the Custodian. For countries other than the United
States and Canada, the term "corporate communications" means the meeting agenda
only and does not include any meeting circulars, proxy statements or any other
corporate communications furnished by the issuer in connection with such
meeting. Non-meeting related corporate communications are not included in the
transmission service to be provided by the Custodian except upon request as
provided below.
The Custodian's process for transmitting and translating meeting
agendas will be as follows:
1) If the meeting agenda is not provided by the issuer in the
English language, and if the language of such agenda is in the
official language of the country in which the related security
is held, the Custodian will as soon as practicable after
receipt of the original meeting agenda by a Subcustodian
provide an English translation prepared by that Subcustodian;
provided, however, under no circumstances (unless
impracticable) shall a translation received by the Custodian
be supplied to Customer later than the day on which action is
required, at a time which shall enable action timely to be
taken.
2) If an English translation of the meeting agenda is furnished,
the local language agenda will not be furnished unless
requested.
Translations will be free translations and neither the Custodian nor
any Subcustodian will be liable or held responsible for the accuracy thereof or
any direct or indirect consequences arising therefrom, including without
limitation arising out of any action taken or omitted to be taken based thereon.
If requested, the Custodian will, on a reasonable efforts basis,
endeavor to obtain any additional corporate communication such as annual or
interim reports, proxy statements, meeting circulars, or local language agendas,
and provide them in the form obtained.
<PAGE>
Timing in the voting process is important and, in that regard, upon
receipt by the Custodian of notice from a Subcustodian, the Custodian will
provide a notice to the Customer indicating the deadline for receipt of its
instructions to enable the voting process to take place effectively and
efficiently. As voting procedures will vary from market to market, attention to
any required procedures will be very important. Upon timely receipt of voting
instructions, the Custodian will promptly forward such instructions to the
applicable Subcustodian. If voting instructions are not timely received, the
Custodian shall have no liability or obligation to take any action.
For Securities held in markets other than those set forth in the first
paragraph, the Custodian will not furnish the material described above or seek
voting instructions. However, if requested to exercise voting rights at a
specific meeting, the Custodian will endeavor to do so on a reasonable efforts
basis without any assurance that such rights will be so exercised at such
meeting.
If the Custodian or any Subcustodian incurs extraordinary expenses in
exercising voting rights related to any Securities pursuant to appropriate
instructions or direction (e.g., by way of illustration only and not by way of
limitation, physical presence is required at a meeting and/or travel expenses
are incurred), upon receipt of Instructions to do so, such expenses will be
reimbursed out of the Account containing such Securities unless other
arrangements have been made for such reimbursement.
It is the intent of the Custodian to expand the Proxy Service to
include jurisdictions which are not currently included as set forth in the
second paragraph hereof. The Custodian will notify the Customer as to the
inclusion of additional countries or deletion of existing countries after their
inclusion or deletion and this Exhibit B will be deemed to be automatically
amended to include or delete such countries as the case may be.
Dated as of: June 1, 1996 DELAWARE GROUP OF FUNDS,
on behalf of each Customer and Portfolio
listed on Exhibit A to the Custodian
Agreement
By: /s/ David K. Downes
Name: David K. Downes
Title: Senior Vice President/
Chief Administrative Officer/
Chief Financial Officer
BANKERS TRUST COMPANY
By: /s/ Richard M. Quintal
Name: Richard M. Quintal
Title: Managing Director
<PAGE>
EXHIBIT C
To Custodian Agreement dated as of June 1, 1996 between Bankers Trust
Company and Delaware Group of Funds.
CUSTODY FEE SCHEDULE
Monthly Account Maintenance: No Charge
(including segregated accounts)
Regional Annual Asset and Per Transaction Fees:
TIER I International
ANNUAL ASSET FEE RECEIVE AND DELIVER
COUNTRY IN BASIS POINTS TRANSACTION FEES
------- --------------- ----------------
Australia 3.0 $50.00
Austria 5.0 $50.00
Belgium 4.0 $50.00
Canada 1.5 $50.00
Cedel 2.0 $25.00
Denmark 4.0 $50.00
Euroclear 2.0 $25.00
Finland 10.0 $75.00
France 4.0 $50.00
Germany 2.0 $30.00
Greece 35.0 $120.00
Hong Kong 5.0 $35.00
Indonesia 8.0 $35.00
Ireland 5.0 $50.00
Italy 3.0 $50.00
Japan 2.5 $50.00
Korea 15.0 $50.00
Malaysia 7.0 $50.00
Mexico 5.0 $50.00
Netherlands 4.0 $45.00
New Zealand 4.0 $50.00
Norway 5.0 $50.00
Philippines 8.0 $30.00
Singapore 7.0 $50.00
South Africa 5.0 $50.00
Spain 6.0 $50.00
Sweden 4.0 $50.00
Switzerland 3.0 $60.00
United Kingdom 1.5 $20.00
TIER II United States
<PAGE>
Annual Asset Fee: 0.25 BASIS POINTS
Transaction Fees:
o DTC-Automated (as defined below) $3.00
o DTC Manual (as defined below) $10.00
o PTC Automated $6.00
o PTC Manual $10.00
o FED Automated $6.00
o FED Manual $10.00
o Physical Automated $15.00
o Physical Manual $19.00
o P&I Payments $2.00
o Redemptions $10.00
o Reorganizations Included in safekeeping charge
o Outgoing Wires $8.00
o Incoming Wires No Charge
o Internal Cash Transfers No Charge
NOTES
1. Fees for investments in countries not listed will be negotiated separately.
2. There is no cost associated with the inward transition of assets, but the
client is responsible for all re-registration charges and stamp duty; i.e. Spain
and Indonesia.
3. The above fees are inclusive of the provision of Globe*View and or Polaris
software, but client is responsible for the provision of a suitable PC, printer
and modem and all associated line charges.
4. Above pricing excludes out-of-pocket (e.g. postage and insurance, transfer
agent fees).
5. Earnings Credits and Overdraft Charges with respect to Accounts containing
Property maintained within the United States:
For each month during which the Custodian holds Property for a
Customer, there shall be an adjustment to the custody fees noted above,
calculated as follows:
(a) the closing cash balances on the days of a month during which
Property is maintained in an Account ("Closing Cash Balance"), other than those
days on which the Closing Cash Balance is an overdraft position in excess of
$1,000,000 ("Excluded Days"), shall be aggregated and that sum shall be divided
by the number of days whose Closing Cash Balances are so added ("Average Monthly
Balance"). If such Average Monthly Balance is more than zero, the Average
Monthly Balance will be multiplied by that number which is the product of
multiplying the Overnight Federal Funds Rate (defined below), minus .50%, by a
fraction, the denominator of which shall be 365 and the numerator of which shall
be the number of days (other than Excluded Days) on which there is a Closing
Cash Balance in that month. If such Average Monthly Balance is less than zero,
the Average Monthly Balance shall be multiplied by that number which is the
product of multiplying the Overnight Federal Funds Rate (defined below), plus
1.00%, by a fraction, the denominator of which shall be 365 and the numerator of
which shall be the number of days (other than Excluded Days) on which there is a
Closing Cash Balance in that month. If the Average Monthly Balance for a
particular month is more than zero, the amount calculated pursuant to this
paragraph (a) shall be deducted from an Account's custody fee for the relevant
month. If the Average Monthly Balance for a particular month is less than zero,
the amount calculated shall be added to such custody fee for such month.
<PAGE>
(b) for an Excluded Day, the amount of the closing overdraft position
for such day shall be multiplied by the fraction, the numerator of which shall
be the Overnight Federal Funds Rate, plus 1.00% and the denominator of which
shall be 365. The amount so calculated will be added to the custody fee payable
by the Account for the relevant month.
(c) for purposes of paragraphs (a) and (b)above, the term "Overnight
Federal Funds Rate" shall mean, for any month, the average of daily Federal
funds rates for a given month; in turn, the daily Federal funds rate shall mean,
for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the business day next succeeding such day.
6. Earnings Credits earned in a calendar year are valid for only that year and
the immediately succeeding calendar quarter. Any accumulation not used up by the
end of the 1st quarter of the immediately following year will be forfeited.
7. Earnings Credit and Overdraft Rates with respect to Accounts containing
Property maintained in foreign markets, where applicable, will vary by market.
As part of the monthly reporting package, the Custodian provides a Statement of
Earnings that details by currency account the daily balance maintained and the
interest or debit rate earned on that particular day. The net negative (or
positive) interest is accrued and reflected at the bottom the statement; this
amount is credited on the third business day following the month end.
8. A manual transaction is an instruction, which is sent to Bankers Trust
outside of Globe*View, Polaris or CPU transmissions, i.e. facsimile.
9. Transactional fees will be incurred in the Master Repo account. Account
maintenance and asset fees will be waived for the Master Repo Account.
10. New pricing is effective June 1, 1996 and will not be modified before June
1, 1999.
11. Fees for FX trades executed with BTCo. will be waived. Third party FX fees
are $50.00 per transaction.
12. Fees are billed monthly.
13. "DTC-Automated" shall mean those trades which are settled automatically at
DTC or through Polaris or another sucessor electronic system without manual
intervention of an employee of the Custodian; and "DTC-Manual" shall mean those
trades which are settled through Polaris or another sucessor electronic system
with the manual intervention of an employee of the Custodian.
<PAGE>
DELAWARE GROUP OF FUNDS,
on behalf of each Customer and Portfolio
listed on Exhibit A to the Custodian Agreement BANKERS TRUST COMPANY
ACCEPTED BY: PREPARED BY:
By: /s/ David K. Downes By: /s/ Richard M. Quintal
Name: David K. Downes Name: Richard M. Quintal
Title: Senior Vice President/Chief Administrative Title: Managing Director
Officer /Chief Financial Officer (DATE) June 1, 1996
(DATE) June 1, 1996
Except as set forth above, this Exhibit C shall be amended upon delivery by the
Custodian of a new Exhibit C to the Customer and acceptance thereof by the
Customer and shall be effective as of the date of acceptance by the Customer or
a date agreed upon between the Custodian and the Customer.
<PAGE>
EXHIBIT D
To Custodian Agreement dated as of June 1, 1996 between Bankers Trust
Company and Delaware Group of Funds.
TAX RECLAIMS
Pursuant to Section 18 of the above referred to Custodian Agreement,
the Custodian shall perform the following services with respect to withholding
taxes imposed or which may be imposed on income from Property in the Account.
Defined terms shall, unless otherwise noted, have the meanings ascribed to them
in the above referenced Custodian Agreement.
(a) When withholding tax has been deducted with respect to income from
any Property in an Account, the Custodian will post the tax reclaim in the
relevant currency to the Account on the earlier of the date of receipt of the
tax reclaim payment or the Contractual Reclaim Posting Date (as defined in the
columnar heading below) in accordance with the following schedule (subject to
the provisions of paragraphs (b) and (c) below):
Market Contractual Reclaim Posting Date
------ --------------------------------
(unless otherwise noted in paragraph (b),
the number of days subsequent to the receipt
by Custodian of the dividend/interest
payment from which tax has been withheld)
Austria 110
Belgium 270
Denmark 100
France 270
Germany 170
Italy 90
Spain 260
Switzerland 250
UK 100
This service shall be provided by the Custodian with regard to other countries
in which Customer may invest as the Custodian and Customer shall mutually agree.
In the event of a change in tax laws, regulations, or treaties, or the
re-interpretation by a relevant governmental authority of any of the foregoing,
which change causes a material modification to the tax reclaim process in such
market, the Custodian and the Customer shall enter into good faith negotiations
to modify this Exhibit D as appropriate.
<PAGE>
(b) In instances where a tax reclaim payment has not been received and
the Custodian's obligation is therefore to post a reclaim on a particular
Contractual Reclaim Posting Date, that obligation is conditioned upon the
Custodian's receipt from the Customer of all necessary documentation completed
accurately as to all material terms within a reasonable time prior to such
Contractual Reclaim Posting Date. If a Customer fails to so deliver the
necessary documentation to Custodian within such time, the day from which the
Contractual Reclaim Posting Date is measured shall be the date on which such
documentation is supplied to Custodian, not the date on which the
dividend/interest payment from which the tax is withheld is paid to Custodian.
The two previous sentences notwithstanding, if Customer's failure to deliver
such documentation within such time results from Custodian's failure to: (i)
notify Customer of any deadlines for delivery of documentation; (ii) deliver all
necessary documentation to Customer within a reasonable time prior to the date
on which the completed documentation must be delivered to Custodian or (iii)
promptly notify Customer of any deficiency in the required documentation
provided to Custodian, the Contractual Reclaim Posting Date shall be measured
from the date the Custodian receives the dividend/interest payment from which
the tax has been withheld.
(c) The Custodian shall not be obligated to post tax reclaims with
regard to a particular country, if (i) the government of such country ceases to
honor tax reclaims generally or (ii) imposes regulatory changes, delays or
currency restrictions which materially adversely affect or preclude the payment
of tax reclaims or (iii) the tax authority in such country from which a reclaim
is being sought declares a claim to be invalid or after appropriate and timely
inquiry by the Custodian, otherwise fails to confirm the validity of a claim
within a reasonable period of time. If the tax reclaim has been posted
previously to the Account, the Custodian shall have the right following advance
notice to the Customer to reverse any such credits (provided that with respect
to the events referred to in clause (ii) above, the Custodian's right to reverse
such credits shall be subject to approval by the Customer, which approval shall
not unreasonably be withheld); and the Customer, exclusively out of the Property
held in such Account, agrees to hold the Custodian harmless from Custodian's
actual losses, damages, costs and expenses (including the reasonable fees and
expenses of counsel) arising therefrom, except that in no event shall Customer
be liable for consequential or special damages of the Custodian. If,
notwithstanding the circumstances described in this paragraph (c), Custodian
actually receives a tax reclaim payment, Custodian shall promptly post such tax
reclaim in the relevant currency to the Account.
(d) The Custodian will provide fully detailed advices/vouchers to
support reclaims submitted to the local authorities by the Custodian or its
designee. In all cases of withholding, the Custodian will provide full details
to the Customer. If exemption from withholding at the source can be obtained in
the future, the Custodian will notify the Customer and advise what
documentation, if any, is required to obtain the exemption. Upon receipt of such
documentation from the Customer, the Custodian will file for exemption on the
Customer's behalf and notify the Customer when it has been obtained.
(e) In connection with providing the foregoing service, the Custodian
shall be entitled to apply categorical treatment of the Customer according to
the Customer's nationality, the particulars of its organization and other
relevant details that shall be supplied by the Customer. It shall be the duty of
the Customer to inform the Custodian of any change in the organization, domicile
or other material fact previously communicated to Custodian in writing
concerning tax treatment of the Customer and further to inform the Custodian if
the Customer is or becomes the beneficiary of any special ruling or treatment
not applicable to the general nationality and category or entity of which the
Customer is a part under general laws and treaty provisions. The Custodian may
reasonably rely on any such information provided by the Customer.
(f) In connection with providing the foregoing service, the Custodian
may, at its own expense, consult and reasonably rely on the advice of counsel or
other professional tax advisers in such jurisdictions. So long as the Custodian
shall have used reasonable care in selecting such advisers, the Custodian is
entitled to reasonably rely, and may act, on advice received from counsel or
other professional tax advisers and shall be without liability to the Customer
for any action reasonably taken or omitted pursuant to information contained in
such advice.
<PAGE>
(g) Subject to the provisions set forth above, the Custodian shall
perform the services provided in this Exhibit D in accordance with the standard
of care described in Section 15 of the Custodian Agreement.
Dated as of: June 1, 1996 DELAWARE GROUP OF FUNDS,
on behalf of each Customer and
Portfolio listed on Exhibit A to the
Custodian Agreement
By: /s/ David K. Downes
Name: David K. Downes
Title: Senior Vice President/
Chief Administrative Officer/
Chief Financial Officer
BANKERS TRUST COMPANY
By: /s/ Richard M. Quintal
Name: Richard M. Quintal
Title: Managing Director
<PAGE>
CHASE
GLOBAL CUSTODY AGREEMENT
AGREEMENT, effective May 1, 1996, between THE CHASE MANHATTAN BANK, N.A.
(the "Bank") and those registered investment companies listed on Schedule A
hereto (each a Customer ) on behalf of certain of their respective series,
as listed on Schedule A (individually and collectively the Series ).
1. Customer Accounts.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of the Customer on behalf of each
Series ("Custody Account") for any and all stocks, shares, bonds, debentures,
notes, mortgages or other obligations for the payment of money, bullion, coin
and any certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and other similar property
whether certificated or uncertificated as may be received by the Bank or its
Subcustodian (as defined in Section 3) for the account of the Customer
("Securities"); and
(b) A deposit account in the name of the Customer on behalf of each
Series ("Deposit Account") for any and all cash in any currency received by
the Bank or its Subcustodian for the account of the Customer, which cash
shall not be subject to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Section 11) concerning the Accounts. Such Instructions shall
specifically indicate to which Series such Assets belong or, if such Assets
belong to more than one Series, shall allocate such Assets to the appropriate
Series. The Bank may deliver securities of the same class in place of those
deposited in the Custody Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional
Accounts under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable to
the Bank:
(a) Securities will be held in the country or other jurisdiction in
which the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
To the extent available and permissible under applicable law and
regulation, Cash held pursuant to Instructions shall be held in interest
bearing accounts. If interest bearing accounts are not available, such cash
may be held in non-interest bearing accounts. The Bank is authorized to
maintain cash balances on deposit for the Customer with itself or one of its
affiliates. Interest bearing accounts shall bear interest at such reasonable
rates of interest as may from time to time be paid on such accounts by the
Bank or its affiliates.
(iii) For each Series that is exclusively a domestic Series, the following
additional provisions shall apply:
(x) In the event that during a given calendar month a Series has maintained
an average daily cash balance greater than zero, the Bank shall provide an
earnings credit against custody fees otherwise owing hereunder by such Series
during such calendar month in an amount equal to the product of (A) 75% of
the 90 day U.S. government Treasury bill rate as quoted in the Wall Street
Journal for the last Business Day (being a day on which the Bank is open
for the transaction of all its ordinary business) of such calendar month, (B)
the average daily cash balance for such month, and (C) the number of days in
such calendar month divided by 365.
(y) In the event that during a given calendar month a Series has maintained
an average daily cash balance less than or equal to zero, the Bank shall be
paid interest on such amount by such Series in an amount equal to the product
of (A) the Overnight Fed Funds Rate (as defined below) plus 25 basis points
for the last Business Day of such calendar month, (B) the average daily cash
balance for such month, and (C) the number of days in such calendar month
divided by 365.
(z) For purposes of (y) above, the term Overnight Fed Funds Rate shall mean
the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers,
as published by the Federal Reserve Bank of New York (with the rate for the
last Business Day of a given calendar month being the rate so published on
the Business Day immediately following such Day), or, if such rate is note so
published, the average quotations, for the last Business Day of a given
calendar month, of such transactions received by the Bank from three Federal
funds brokers of recognized standing selected by the Bank.
If the Customer wishes to have any of its Assets held in the custody of
an institution other than the established Subcustodians as defined in Section
3 (or their securities depositories), such arrangement must be authorized by
a written agreement, signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians listed
in Schedule B of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank
to hold Assets in the Accounts in accounts which the Bank has established
with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in their account
with any securities depository in which they participate.
The Bank reserves the right to add new, replace or remove Subcustodians.
The Customer will be given reasonable notice by the Bank of any amendment to
Schedule B. Upon request by the Customer, the Bank will identify the name,
address and principal place of business of any Subcustodian of the Customer's
Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.
Upon receipt of Instructions, the Bank shall cease using any
Subcustodian with respect to the customer, and arrange for delivery of
Securities held with such Subcustodian to another entity as designated by the
Customer; provided that, the Bank shall have no responsibility for the
performance of such other entity.
4. Use of Subcustodian.
(a) The Bank will identify the Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold such Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be subject
only to the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject only
to the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for holding
its customer's assets shall provide that: (i) such assets will not be subject
to any right, charge, security interest, lien or claim of any kind in favor
of such Subcustodian except for safe custody or administration, (ii) the
beneficial ownership of such assets will be freely transferable without the
payment of money or value other than for safe custody or administration;
(iii) adequate records will be maintained identifying the assets held
pursuant to such agreement as belonging to the customers of the Bank; (iv)
subject to applicable law, Subcustodian shall permit independent public
accountants for Bank and customers of the Bank reasonable access to
Subcustodian s books and records as they pertain to the subcustody account in
connection with such accountants' examination of the books and records of
such account; and (v) the Bank will receive periodic reports with respect to
the safekeeping of assets in the subcustody account, including advices and/or
notifications of any transfers to or from such subcustody account. The
foregoing shall not apply to the extent of any special agreement or
arrangement made by the Customer with any particular Subcustodian.
(e) Upon request of the Customer, the Bank shall deliver to the Customer
annually a report stating: (i) the identity of each Subcustodian then acting
on behalf of the Bank and the name and address of the governmental agency or
other regulatory authority that supervises or regulates such Subcustodian;
(ii) the countries in which each Subcustodian is located; and (iii) as long
as Securities and Exchange Commission ("SEC") Rule 17f-5 under the Investment
Company Act of 1940, as amended ("1940 Act"), requires the Customer s Board
of Directors/Trustees directly to approve its foreign custody arrangements,
such other information relating to such Subcustodians as may reasonably be
requested by the Customer to ensure compliance with Rule 17f-5. As long as
Rule 17f-5 requires the Customer s Board of Directors/Trustees directly to
approve its foreign custody arrangements, the Bank shall also furnish
annually to the Customer information concerning such Subcustodians similar in
kind and scope as that furnished to the Customer in connection with the
initial approval hereof. The Bank shall timely advise the Customer of any
material adverse change in the facts or circumstances upon which such
information is based where such changes would affect the eligibility of the
Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware
of any such material adverse change in the normal course of its custodial
activities.
5. Deposit Account Transactions
(a) The Bank or its Subcustodians will make payments from the Deposit
Account upon receipt of Instructions which include all information required
by the Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its
discretion, may advance the Customer such excess amount which shall be deemed
a loan payable on demand, bearing interest at the rate customarily charged by
the Bank on similar loans.
(c) If the Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due, the
Customer will promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited. If the
Customer does not promptly return any amount upon such notification, the Bank
shall be entitled, upon oral or written notification to the Customer, to
reverse such credit by debiting the Deposit Account for the amount previously
credited. The Bank or its Subcustodian shall have no duty or obligation to
institute legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to the collection
of such amount, but may act for the Customer upon Instructions after
consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered by the Bank
or its Subcustodian upon receipt by the Bank of Instructions which include
all information required by the Bank. Settlement and payment for Securities
received for, and delivery of Securities out of, the Custody Account may be
made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market
in which the transaction occurs, including, without limitation, delivery of
Securities to a purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery. Delivery of
Securities out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to the Bank.
(b) The Bank shall credit or debit the Accounts on a contractual
settlement date with cash or Securities with respect to any sale, exchange or
purchase of Securities in those countries set forth in Appendix A hereto;
provided that, the Bank may amend Appendix A from time to time in its sole
discretion and shall advise the Customer of such amendments. Otherwise,
transactions will be credited or debited to the Accounts on the date cash or
Securities are actually received by the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by the Bank in its discretion, after the contractual
settlement date for the related transaction; provided that, the Bank shall
give Customer prior notification of any such reversal. Where the foregoing
notification is oral, the Bank shall promptly provide written confirmation of
the same (which confirmation may be electronic).
(ii) If any Securities delivered pursuant to this Section 6 are returned
by the recipient thereof, the Bank may reverse the credits and debits of the
particular transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that the Bank or
Subcustodian is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian, subject to applicable SEC rules and regulations under the Act.
(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer advises the Bank orally and then promptly sends
the Bank a written exception or objection to any Bank statement within 180
days of receipt, the Customer shall be deemed to have approved such
statement.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Customer. Subject to the standard of care in Section 12 hereof, the Bank shall
have no liability for any loss occasioned by delay in the actual receipt of
notice by the Bank or by its Subcustodians of any payment, redemption or other
transaction regarding Securities in the Custody Account in respect of which
the Bank has agreed to take any action under this Agreement.
8. Corporate Actions; Proxies; Tax Reclaims.
a. Corporate Actions. Whenever the Bank receives information
concerning the Securities which requires discretionary action by the
beneficial owner of the Securities (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights offerings, or legal
notices or other material intended to be transmitted to securities holders
("Corporate Actions"), the Bank will give the Customer written notice (which
may be electronic) of such Corporate Actions to the extent that the Bank's
central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions from the Customer or its Authorized Person (as defined in Section
10 hereof), but if Instructions are not received in time for the Bank to take
timely action, or actual notice of such Corporate Action was received too
late to seek Instructions, the Bank is authorized to sell such rights
entitlement or fractional interest and to credit the Deposit Account with the
proceeds or take any other action it deems, in good faith, to be appropriate
in which case it shall be held harmless for any such action.
b. Proxy Voting. With respect to domestic U.S. and Canadian Securities
(the latter if held in DTC), the Bank will send to the Customer or the
Authorized Person (as defined in Section 10) for a Custody Account, such proxies
(signed in blank, if issued in the name of the Bank's nominee or the nominee
of a central depository) and communications with respect to Securities in the
Custody Account as call for voting or relate to legal proceedings within a
reasonable time after sufficient copies are received by the Bank for
forwarding to its customers. In addition, the Bank will follow coupon
payments, redemptions, exchanges or similar matters with respect to
Securities in the Custody Account and advise the Customer or the Authorized
Person for such Account of rights issued, tender offers or any other
discretionary rights with respect to such Securities, in each case, of which
the Bank has received notice from the issuer of the Securities, or as to
which notice is published in publications routinely utilized by the Bank for
this purpose.
With respect to Securities other than the foregoing, proxy voting
services shall be provided in accordance with separate proxy voting agreement
annexed hereto a Appendix B.
The foregoing proxy voting services may be provided by Bank, in whole or
in part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank), provided that the Bank shall be liable for the
performance of any such third parties to the same extent as the Bank would
have been if it performed such services itself..
c. Tax Reclaims. (i) Subject to the provisions hereof, the Bank will
apply for a reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of income
payments on Securities for the benefit of the Customer which the Bank
believes may be available to such Customer. Where such reports are available,
the Bank shall periodically report to Customer concerning the making of
applications for a reduction of withholding tax and refund of any tax paid or
tax credits which apply in each applicable market in respect of income
payments on Securities for the benefit of the Customer.
(ii) The provision of tax reclaim services by the Bank is conditional
upon the Bank receiving from the beneficial owner of Securities (A) a
declaration of its identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from the Bank). The
Bank shall use reasonable means to advise the Customer of the declarations,
documentation and information which the Customer is to provide to the Bank in
order for the Bank to provide the tax reclaim services described herein. The
Customer acknowledges that, if the Bank does not receive such declarations,
documentation and information, additional United Kingdom taxation will be
deducted from all income received in respect of Securities issued outside the
United Kingdom and that U.S. non-resident alien tax or U.S. backup
withholding tax will be deducted from U.S. source income. The Customer shall
provide to the Bank such documentation and information as it may require in
connection with taxation, and warrants that, when given, this information
shall be true and correct in every respect, not misleading in any way, and
contain all material information. The Customer undertakes to notify the Bank
immediately if any such information requires updating or amendment.
(iii) Subject to subsection (vii) hereof, the Bank shall not be liable
to the Customer or any third party for any tax, fines or penalties payable by
the Bank or the Customer, and shall be indemnified accordingly, whether these
result from the inaccurate completion of documents by the Customer or any
third party, or as a result of the provision to the Bank or any third party
of inaccurate or misleading information or the withholding of material
information by the Customer or any other third party, or as a result of any
delay of any revenue authority or any other matter beyond the control of the
Bank.
(iv) The Customer confirms that the Bank is authorized to deduct from
any cash received or credited to the Cash Account any taxes or levies
required by any revenue or governmental authority for whatever reason in
respect of the Securities or Cash Accounts.
(v) The Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to the
Customer from time to time and the Bank may, by notification in writing, at
its absolute discretion, supplement or amend the markets in which the tax
reclaim services are offered. Other than as expressly provided in this sub-
clause, the Bank shall have no responsibility with regard to the Customer's
tax position or status in any jurisdiction. Except as provided in Section
8(c)(ii) and pursuant to Instructions, the Bank shall take no action in the
servicing of the Customer s Securities which, in and of itself, creates a
taxable nexus for the Customer in any jurisdiction other than with respect to
interest, dividends and capital gains that may otherwise be subject to tax by
such jurisdiction with respect to a foreign investor not otherwise engaged in
a trade or business in such jurisdiction in a given taxable year. Bank shall
not be liable for any tax liability caused, directly or indirectly, by
Customer's actions or status in any jurisdiction.
(vi) In connection with obtaining tax relief, the Customer confirms
that the Bank is authorized to disclose any information requested by any
revenue authority or any governmental body in relation to the Customer or the
Securities and/or Cash held for the Customer. This provision does not
authorize any other voluntary disclosure to any revenue authority or any
governmental body without the prior written consent of Customer.
(vii) Tax reclaim services may be provided by the Bank or, in whole or
in part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank); provided that the Bank shall be liable for the
performance of any such third party to the same extent as the Bank would have
been if it performed such services itself.
9. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities
depository, as the case may be. The Bank may without notice to the Customer
cause any such Securities to cease to be registered in the name of any such
nominee and to be registered in the name of the Customer. In the event that
any Securities registered in a nominee name are called for partial redemption
by the issuer, the Bank may allot the called portion to the respective
beneficial holders of such class of security in any manner the Bank deems to
be fair and equitable. The Customer agrees to hold the Bank, Subcustodians,
and their respective nominees harmless from any liability arising directly or
indirectly from their status as a mere record holder of Securities in the
Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from the Customer
or its designated agent that any such employee or agent is no longer an
Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information
system acceptable to the Bank which the Bank reasonably believes in good
faith to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded. For
purposes hereof, reasonableness shall mean compliance with applicable
procedures.
Any Instructions delivered to the Bank by telephone (including cash
transfer instructions as described below) shall promptly thereafter be
confirmed in writing by any two Authorized Persons (which confirmation may
bear the facsimile signature of such Persons), but the Customer will hold the
Bank harmless for the failure of such Authorized Persons to send such
confirmation in writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce such
confirmation at any subsequent time; provided that, where the Bank receives
a telephone Instruction from an Authorized Person requiring the transfer of
cash, prior to executing such Instruction the Bank will, to confirm such
Instruction, call back any one of the individuals on a list of persons
authorized to confirm such oral transfer Instructions (which Person shall be
a person other than the initiator of the transfer Instruction) and the Bank
shall not execute the Instruction until it has received such confirmation.
Either party may electronically record any Instructions given by telephone,
and any other telephone discussions with respect to the Custody Account. The
Customer shall be responsible for safeguarding any testkeys, identification
codes or other security devices which the Bank shall make available to the
Customer or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly contained in
Instructions which are consistent with the provisions of this Agreement as
follows:
(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be liable
to the Customer for any loss which shall occur as the result of the failure
of a Subcustodian to exercise reasonable care with respect to the safekeeping
of such Assets to the same extent that the Bank would be liable to the
Customer if the Bank were holding such Assets in New York. In the event that
Securities are lost by reason of the failure of the Bank or its Subcustodian
to use reasonable care, the Bank shall be liable to the Customer based on the
market value of the property which is the subject of the loss on the date it
is replaced by the Bank and without reference to any special conditions or
circumstances, it being understood that for purposes of measuring damages
hereunder, the value of Securities which are sold by the Customer prior to
the replacement thereof shall be equal to the sale price thereof less the
expenses of such sale incurred by the Customer. The Bank shall act with
reasonable promptness in making such replacements. In no event shall the
Bank be liable for special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Bank
has been advised of the likelihood of such loss or damage and regardless of
the form of action. Subject to the Bank's obligations pursuant to Section 4(e)
hereof, the Bank will not be responsible for the insolvency of any
Subcustodian which is not a branch or affiliate of Bank.
(ii) The Bank will not be responsible for any act, omission, default or
the solvency of any broker or agent which it or a Subcustodian appoints
unless such appointment was made negligently or in bad faith.
(iii) (a) The Bank shall be indemnified by, and without liability to
the Customer for any action taken or omitted by the Bank whether pursuant to
Instructions or otherwise pursuant to this Agreement if such act or omission
was in good faith, without negligence. In performing its obligations under
this Agreement, the Bank may rely on the genuineness of any Customer document
which it reasonably believes in good faith to have been validly executed.
(b) The Bank shall hold Customer harmless from, and shall indemnify Customer
for, any loss, liability, claim or expense incurred by Customer (including,
but not limited to, Customer's reasonable legal fees) to the extent that such
loss, liability, claim or expense arises from the negligence or willful mis-
conduct on the part of the Bank or a Subcustodian; provided that, in no event
shall the Bank be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits),
even if the Bank has been advised of the likelihood of such loss or damage
and regardless of the form of action. Subject to the Bank's obligations
pursuant to Section 4(e) hereof, the Bank will not be responsible for the
insolvency of any Subcustodian which is not a branch or affiliate of Bank.
(iv) The Customer agrees to pay for and hold the Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes or
other governmental charges, and any related expenses with respect to income
from or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice.
(vi) The Bank need not maintain any insurance for the benefit of the
Customer.
(vii) Without limiting the foregoing, the Bank shall not be liable
for any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or securities industry;
currency restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or affect the
value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no duty
or responsibility to:
(i) question Instructions or make any suggestions to the Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Securities;
(iii) advise the Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other than a
Security.
(iv) except as may be otherwise provided in any securities lending
agreement between the Customer and the Bank, evaluate or report to the
Customer or an Authorized Person regarding the financial condition of any
broker, agent or other party to which Securities are delivered or payments
are made pursuant to this Agreement;
(v) except for trades settled at DTC where the broker provides to the
Bank the trade confirmation and the Customer provides for the Bank to receive
the trade instruction, review or reconcile trade confirmations received from
brokers. The Customer or its Authorized Persons (as defined in Section 10)
issuing Instructions shall bear any responsibility to review such
confirmations against Instructions issued to and statements issued by the
Bank.
(c) The Customer authorizes the Bank to act, hereunder, in its capacity
as a custodian notwithstanding that the Bank or any of its divisions or
affiliates may have a material interest in a transaction, or circumstances
are such that the Bank may have a potential conflict of duty or interest
including the fact that the Bank or any of its affiliates may provide
brokerage services to other customers, act as financial advisor to the issuer
of Securities, act as a lender to the issuer of Securities, act in the same
transaction as agent for more than one customer, have a material interest in
the issue of Securities, or earn profits from any of the activities listed
herein.
13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing ("Fee Schedule"),
together with the Bank's reasonable out-of-pocket or incidental expenses (as
further defined in the Fee Schedule), including, but not limited to, legal
fees. The Bank shall have a lien on and is authorized to charge any Accounts
of the Customer for any amount owing to the Bank under any provision of this
Agreement.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
the Customer's trading and investment activity, the Bank is authorized to
enter into spot or forward foreign exchange contracts with the Customer or an
Authorized Person for the Customer and may also provide foreign exchange
through its subsidiaries, affiliates or Subcustodians. Instructions,
including standing instructions, may be issued with respect to such contracts
but the Bank may establish rules or limitations concerning any foreign
exchange facility made available. In all cases where the Bank, its
subsidiaries, affiliates or Subcustodians enter into a foreign exchange
contract related to Accounts, the terms and conditions of the then current
foreign exchange contract of the Bank, its subsidiary, affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement shall apply
to such transaction.
(b) Certification of Residency, etc. The Customer certifies that it is
a resident of the United States and agrees to notify the Bank of any changes
in residency. The Bank may rely upon this certification or the certification
of such other facts as may be required to administer the Bank's obligations
under this Agreement. The Customer will indemnify the Bank against all
losses, liability, claims or demands arising directly or indirectly from any
such certifications.
(c) Access to Records. Applicable accounts, books and records of the
Bank shall be open to inspection and audit at all reasonable times during
normal business hours upon reasonable advance notice by Customer s
independent public accountants and by employees of Customer designated to the
Bank. All such materials shall, to the extent applicable, be maintained and
preserved in conformity with the Act and the rules and regulations
thereunder, including without limitation, SEC Rules 31a-1 and 31a-2. Subject
to restrictions under applicable law, the Bank shall also obtain an
undertaking to permit the Customer's independent public accountants
reasonable access to the records of any Subcustodian which has physical
possession of any Assets as may be required in connection with the
examination of the Customer's books and records.
(d) Governing Law; Successors and Assigns. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and
the Bank.
(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are Mutual Fund assets subject to certain
Securities and Exchange Commission ("SEC") rules and regulations.
This Agreement consists exclusively of this document together with
Schedules A and B, Appendices 1 and 2, Exhibits I - _______ and the following
Rider(s) [Check applicable rider(s)]:
X MUTUAL FUND
----
X SPECIAL TERMS AND CONDITIONS
----
There are no other provisions of this Agreement, and this Agreement
supersedes any other agreements, whether written or oral, between the
parties. Any amendment to this Agreement must be in writing, executed by
both parties.
(f) Severability. In the event that one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions under other
circumstances or in other jurisdictions and of the remaining provisions will
not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided in this Agreement, no failure
or delay on the part of either party in exercising any power or right under
this Agreement operates as a waiver, nor does any single or partial exercise
of any power or right preclude any other or further exercise, or the exercise
of any other power or right. No waiver by a party of any provision of this
Agreement, or waiver of any breach or default, is effective unless in writing
and signed by the party against whom the waiver is to be enforced.
(h) Notices. All notices under this Agreement shall be effective when
actually received. Any notices or other communications which may be required
under this Agreement are to be sent to the parties at the following addresses
or such other addresses as may subsequently be given to the other party in
writing:
Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Custody Division
or telex:
-------------------------------------
Customer: Delaware Group of Funds
1818 Market St.
Philadelphia, PA 19103
att: Messrs. Bishof and O Conner
or telex:
--------------------------------------
(i) Termination. This Agreement may be terminated by the Customer or
the Bank by giving sixty (60) days written notice to the other, provided that
such notice to the Bank shall specify the names of the persons to whom the
Bank shall deliver the Assets in the Accounts. If notice of termination is
given by the Bank, the Customer shall, within sixty (60) days following
receipt of the notice, deliver to the Bank Instructions specifying the names
of the persons to whom the Bank shall deliver the Assets. In either case the
Bank will deliver the Assets to the persons so specified, after deducting any
amounts which the Bank determines in good faith to be owed to it under
Section 13. If within sixty (60) days following receipt of a notice of
termination by the Bank, the Bank does not receive Instructions from the
Customer specifying the names of the persons to whom the Bank shall deliver
the Assets, the Bank, at its election, may deliver the Assets to a bank or
trust company doing business in the State of New York to be held and disposed
of pursuant to the provisions of this Agreement, or to Authorized Persons, or
may continue to hold the Assets until Instructions are provided to the Bank;
provided that, where the Bank is the terminating party and the Bank had not
notified the Customer that termination was for breach of this Agreement by
the Customer, such 60 day period shall be extended for an additional period
as requested by Customer of up to 120 days.
Termination as to One or More Series. This Agreement may be terminated
as to one or more Series (but less than all the Series) by delivery of an
amended Schedule A deleting such Series, in which case termination as to the
deleted Series shall take effect sixty (60) days after the date of such
delivery. The execution and delivery of an amended Schedule A which deletes
one or more Series, shall constitute a termination hereof only with respect
to such deleted Series, shall be governed by the preceding provisions of
Section 14 as to the identification of a successor custodian and the delivery
of the Assets of the Series so deleted to such successor custodian, and shall
not affect the obligations of the Bank and the Customer hereunder with
respect to the other Series set forth in Schedule A, as amended from time to
time.
(j) Several Obligations of the Series. With respect to any obligations
of the Customer on behalf of the Series and their related Accounts arising
hereunder, the Custodian shall look for payment or satisfaction of any such
obligation solely to the assets and property of the Series and such Accounts
to which such obligation relates as though the Customer had separately
contracted with the Custodian by separate written instrument with respect to
each Series and its Accounts.
CUSTOMER
By: /s/ Michael P. Bishof
---------------------
Title Vice President and Treasurer
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Rosemary M. Stidmon
-----------------------
Title Vice President
STATE OF Pennsylvania)
: ss.
COUNTY OF Philadelphia)
On this 9th day of July, 1996, before me personally came Michael P. Bishof,
to me known, who being by me duly sworn, did depose and say that he resides
in Blue Bell, PA at 110 Spyglass Drive; that he is Vice President/Treasurer
of Delaware Group of Funds, the entity described in and which executed the
foregoing instrument; that he knows the seal of said entity, that the seal
affixed to said instrument is such seal, that it was so affixed by order of
said entity, and that he signed his name thereto by like order.
/s/ Maritza H. Cruzado
-----------------------
Maritza H. Cruzado
Notary
Sworn to before me this 9th
day of July, 1996.
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this 24th day of May, 1996, before me personally came Rosemary
Stidmon, to me known, who being by me duly sworn, did depose and say that she
resides in New Providence, NJ at 31 Sagamore Drive; that she is a Vice
President of THE CHASE MANHATTAN BANK, (National Association), the
corporation described in and which executed the foregoing instrument; that
she knows the seal of said corporation, that the seal affixed to said
instrument is such corporate seal, that it was so affixed by order of the
Board of Directors of said corporation, and that she signed her name thereto
by like order.
Sworn to before me this 24th
day of May, 1996.
/s/ Laiyee Ng
- -------------
Laiyee Ng
Notary
Schedule A
Delaware Pooled Trust, Inc. - Global Fixed Income Portfolio
Delaware Pooled Trust, Inc. - International Equity Portfolio
Delaware Pooled Trust, Inc. - Labor Select International Equity Portfolio
Delaware Pooled Trust, Inc. - Real Estate Investment Trust Portfolio
Delaware Pooled Trust, Inc. - High Yield Portfolio
Delaware Pooled Trust, Inc. - International Fixed Income Portfolio
Delaware Pooled Trust, Inc. - Defensive Equity Utility Portfolio
Delaware Group Global & International Funds, Inc. - International Equity Fund
Delaware Group Global & International Funds, Inc. - Global Assets Fund
Delaware Group Global & International Funds, Inc. - Global Bond Fund
Delaware Group Global & International Funds, Inc. - Emerging Markets Fund
Delaware Group Premium Fund, Inc. - International Equity Series
Delaware Group Premium Fund, Inc. - Equity Income Series
Delaware Group Premium Fund, Inc. - High Yield Series
Delaware Group Premium Fund, Inc. - Capital Reserves Series
Delaware Group Premium Fund, Inc. - Money Market Series
Delaware Group Premium Fund, Inc. - Growth Series
Delaware Group Premium Fund, Inc. - Multiple Strategy Series
Delaware Group Premium Fund, Inc. - Value Series
Delaware Group Premium Fund, Inc. - Emerging Growth Series
Delaware Group Premium Fund, Inc. - Global Bond Series
Delaware Group Delchester High-Yield Bond Fund, Inc.
Delaware Group Delaware Fund, Inc. - Delaware Fund
Delaware Group Delaware Fund, Inc. - Devon Fund
Delaware Group Value Fund, Inc.
Delaware Group DelCap Fund, Inc.
Delaware Group Dividend & Income Fund, Inc.
Delaware Group Advisor Funds, Inc. - Enterprise Fund
Delaware Group Advisor Funds, Inc. - U.S. Growth Fund
Delaware Group Advisor Funds, Inc. - World Growth Fund
Delaware Group Advisor Funds, Inc. - New Pacific Fund
Delaware Group Advisor Funds, Inc. - Federal Bond Fund
Delaware Group Advisor Funds, Inc. - Corporate Income Fund
March, 1996 Schedule B
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
<TABLE>
<CAPTION>
<S> <C> <C>
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
ARGENTINA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Arenales 707, 5th Floor Buenos Aires
De Mayo 130/140
1061Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank
Australia Limited Australia Limited
36th Floor Sydney
World Trade Centre
Jamison Street
Sydney
New South Wales 2000
AUSTRALIA
AUSTRIA Creditanstalt - Bankverein Credit Lyonnais
Schottengasse 6 Vienna
A - 1011, Vienna
AUSTRIA
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A. Dhaka
Box 536,
Dhaka-1000
BANGLADESH
BELGIUM Generale Bank Credit Lyonnais Bank
3 Montagne Du Parc Brussels
1000 Bruxelles
BELGIUM
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A.
Chase Manhattan Center Sao Paulo
Rua Verbo Divino, 1400
Sao Paulo, SP 04719-002
BRAZIL
CANADA The Royal Bank of Canada Royal Bank of Canada
Royal Bank Plaza Toronto
Toronto
Ontario M5J 2J5
CANADA
Canada Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
161 Bay at Front
Toronto
Ontario M5J 2T2
CANADA
CHILE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Agustinas 1235 Santiago
Casilla 9192
Santiago
CHILE
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Sociedad Fiduciaria Sociedad Fiduciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA
CZECH REPUBLIC
Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,
Na Prikope 14 Praha
115 20 Praha 1
CZECH REPUBLIC
DENMARK Den Danske Bank Den Danske Bank
2 Holmens Kanala DK 1091 Copenhagen
Copenhagen
DENMARK
EGYPT National Bank of Egypt National Bank of Egypt
24 Sherif Street Cairo
Cairo
EGYPT
EUROBONDS Cedel S.A. ECU:Lloyds Bank PLC
67 Boulevard Grande Duchesse Charlotte International Banking Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c No. 17817
EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC
27 Leadenhall Street Banking Division London
London EC3A 1AA For all other currencies: see
UNITED KINGDOM relevant country
FINLAND Merita Bank KOP Merita Bank KOP
Aleksis Kiven 3-5 Helsinki
00500 Helsinki
FINLAND
FRANCE Banque Paribas Societe Generale
Ref 256 Paris
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
GERMANY Chase Bank A.G. Chase Bank A.G.
Alexanderstrasse 59 Frankfurt
Postfach 90 01 09
60441 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Barclays Bank
Barclays House Accra
High Street
Accra
GHANA
GREECE Barclays Bank Plc National Bank of Greece S.A.
1 Kolokotroni Street Athens
10562 Athens A/c Chase Manhattan Bank, N.A.,
GREECE London
A/c No. 040/7/921578-68
HONG KONG The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
40/F One Exchange Square Hong Kong
8, Connaught Place
Central, Hong Kong
HONG KONG
HUNGARY Citibank Budapest Rt. Citibank Budapest Rt.
Vaci Utca 19-21 Budapest
1052 Budapest V
HUNGARY
INDIA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
52/60 Mahatma Gandhi Road Bombay
Bombay 400 001
INDIA
Deutsche Bank AG, Bombay Branch Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank, N.A.
Banking Corporation Limited Jakarta
World Trade Center
J1. Jend Sudirman Kav. 29-31
Jakarta 10023
INDONESIA
IRELAND Bank of Ireland Allied Irish Bank
International Financial Services Centre Dublin
1 Harbourmaster Place
Dublin 1
IRELAND
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
19 Herzl Street Tel Aviv
61000 Tel Aviv
ISRAEL
ITALY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Piazza Meda 1 Milan
20121 Milan
ITALY
JAPAN The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
1-3 Marunouchi 1-Chome Tokyo
Chiyoda-Ku
Tokyo 100
JAPAN
JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KENYA Barclays Bank of Kenya Barclays Bank of Kenya
Third Floor Nairobi
Queensway House
Nairobi
Kenya
LUXEMBOURG
Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
50 Avenue J.F. Kennedy S.A.
L-2951 LUXEMBOURG Luxembourg
MALAYSIA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Pernas International Kuala Lumpur
Jalan Sultan Ismail
50250, Kuala Lumpur
MALAYSIA
MAURITIUS Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Ltd Corporation Ltd.
Curepipe Road Curepipe
Curepipe
MAURITIUS
MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank
(Equities)Montes Urales no. 470, 4th Floor
Col. Lomas de Chapultepec
11000 Mexico D.F.
(Government Banco Nacional de Mexico, No correspondent Bank
Bonds) Avenida Juarez No. 104 - 11 Piso
06040 Mexico D.F.
MEXICO
MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc
2 Boulevard Moulay Youssef Casablanca
Casablanca 20000
MOROCCO
NETHERLANDS
ABN AMRO N.V. Generale Bank
Securities Centre Nederland N.V.
P O Box 3200 Rotterdam
4800 De Breda
NETHERLANDS
NEW ZEALAND
National Nominees Limited National Bank of New Zealand
Level 2 BNZ Tower Wellington
125 Queen Street
Auckland
NEW ZEALAND
NORWAY Den Norske Bank Den Norske Bank
Kirkegaten 21 Oslo
Oslo 1
NORWAY
PAKISTAN Citibank N.A. Citibank N.A.
I.I. Chundrigar Road Karachi
AWT Plaza
Karachi
PAKISTAN
Deutsche Bank Deutsche Bank
Unitowers Karachi
I.I. Chundrigar Road
Karachi
PAKISTAN
PERU Citibank, N.A. Citibank N.A.
Camino Real 457 Lima
CC Torre Real - 5th Floor
San Isidro, Lima 27
PERU
PHILIPPINES
The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
Hong Kong Bank Centre 3/F Manila
San Miguel Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki S.A.
Curtis Plaza Warsaw
Woloska 18
02-675 Warsaw
POLAND
For Mutual Funds:
Bank Handlowy W. Warsawie. S.A. Bank Polska Kasa Opieki S.A.
Custody Dept. Warsaw
Capital Markets Centre
Ul, Nowy Swiat 6/12
00-920 Warsaw
POLAND
PORTUGAL Banco Espirito Santo & Comercial Banco Nacional Ultra Marino
de Lisboa Lisbon
Servico de Gestaode Titulos
R. Mouzinho da Silveira, 36 r/c
1200 Lisbon
PORTUGAL
SHANGHAI The Hongkong and Shanghai Citibank
(CHINA) Banking Corporation Limited New York
Shanghai Branch
Corporate Banking Centre
Unit 504, 5/F Shanghai Centre
1376 Nanjing Xi Lu
Shanghai
THE PEOPLE'S REPUBLIC OF CHINA
SHENZHEN The Hongkong and Shanghai The Chase Manhattan Bank, N.A.
(CHINA) Banking Corporation Limited Hong Kong
1st Floor
Central Plaza Hotel
No.1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
SINGAPORE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Shell Tower Singapore
50 Raffles Place
Singapore 0104
SINGAPORE
SLOVAK REPUBLIC
Ceskoslovenska Obchodni Banka, A.S. Ceskoslovenska Obchodni Banka
Michalska 18 Slovak Republic
815 63 Bratislava
SLOVAK REPUBLIC
SOUTH AFRICA
Standard Bank of South Africa Standard Bank of South Africa
Standard Bank Chambers South Africa
46 Marshall Street
Johannesburg 2001
SOUTH AFRICA
SOUTH KOREA
The Hongkong & Shanghai The Hongkong & Shanghai
Banking Corporation Limited Banking Corporation Limited
6/F Kyobo Building Seoul
#1 Chongro, 1-ka Chongro-Ku,
Seoul
SOUTH KOREA
SPAIN The Chase Manhattan Bank, N.A. Banco Bilbao Vizcaya,
Calle Peonias 2 Madrid
7th Floor
La Piovera
28042 Madrid
SPAIN
SRI LANKA The Hongkong & Shanghai The Hongkong & Shangai
Banking Corporation Limited Banking Corporation Limited
Unit #02-02 West Block, Colombo
World Trade Center
Colombo 1,
SRI LANKA
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Kungstradgardsgatan 8 Stockholm
Stockholm S-106 40
SWEDEN
SWITZERLAND
Union Bank of Switzerland Union Bank of Switzerland
45 Bahnhofstrasse Zurich
8021 Zurich
SWITZERLAND
TAIWAN The Chase Manhattan Bank, N.A. No correspondent Bank
115 Min Sheng East Road - Sec 3,
9th Floor
Taipei
TAIWAN
Republic of China
THAILAND The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Bubhajit Building Bangkok
20 North Sathorn Road
Silom, Bangrak
Bangkok 10500
THAILAND
TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de
70-72 Avenue Habib Bourguiba Tunisie, Tunisia
P.O. Box 520
1080 Tunis Cedex
Tunisia
TURKEY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
80700-Dikilitas/Besiktas
Istanbul
Turkey
U.K. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Woolgate House London
Coleman Street
London EC2P 2HD
UNITED KINGDOM
URUGUAY The First National Bank of Boston The First National Bank of Boston
Zabala 1463 Montevideo
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza New York
New York
NY 10081
U.S.A.
VENEZUELA Citibank N.A. Citibank N.A.
Carmelitas a Altagracia Caracas
Edificio Citibank
Caracas 1010
VENEZUELA
ZAMBIA Barclays Bank of Zambia Barclays Bank of Zambia
Kafue House Lusaka
Cairo Road
P.O.Box 31936
Lusaka
ZAMBIA
ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe
Ground Floor Harare
Tanganyika House
Corner of 3rd Street & Union Avenue
Harare
ZIMBABWE
</TABLE>
<PAGE>
EX-99.B8BI
As of September 2, 1997
VIA UPS OVERNIGHT
The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, New York 11245
Attention: Global Custody Division
Re: Global Custody Agreement, Effective May 1, 1996 between The Chase
Manhattan Bank and those registered investment companies (and on
behalf of certain series thereof), listed on Schedule A attached
thereto ("Agreement")
-------------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to the provisions of Section 1 of the Agreement, the undersigned, on
behalf of Delaware Group State Tax-Free Income Trust for the benefit of the
Tax-Free New Jersey Fund series and the Tax-Free Ohio Fund series (each a
"Series") hereby appoints The Chase Manhattan Bank to provide custodial services
for two Series under and in accordance with the terms of the Agreement and
accordingly, requests that the Series be added to Schedule A to the Agreement
effective September 2, 1997. Kindly acknowledge your agreement to provide such
services and to add these Series to Schedule A by signing in the space provided
below.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
on behalf of Tax-Free New Jersey Fund series
and Tax-Free Ohio Fund series
By: /s/ David K. Downes
---------------------------------
David K. Downes
Its: Executive Vice President
Chief Operating Officer
Chief Financial Officer
AGREED:
THE CHASE MANHATTAN BANK
By:/s/Rosemary Stidmon
--------------------------
Its:Vice President
--------------------------
<PAGE>
EX-99.B9A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
FIRST AMENDED AND RESTATED SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 2nd day of September, 1997 by and
between DELAWARE GROUP STATE TAX-FREE INCOME TRUST (the "Fund"), a
Pennsylvania Business Trust, for the TAX-FREE PENNSYLVANIA FUND series, the
TAX-FREE OHIO FUND series and the TAX-FREE NEW JERSEY FUND series
(collectively "the Series"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware Corporation, each having its principal office and place of business
at 1818 Market Street, Philadelphia, Pennsylvania 19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Fund and
Delaware Management Company, Inc. provide that the 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; transfers of stock, including issuance and
redemption of shares; reports and notices to stockholders; calling and holding
of stockholder meetings; miscellaneous office expenses; brokerage commissions;
legal and accounting fees; taxes; and federal and state registration fees; and
WHEREAS, the Fund and DSC desire to have a written agreement
concerning the performance of the foregoing services and providing
compensation therefor; and
WHEREAS, the Fund and DSC previously entered into a Shareholder
Services Agreement dated June 29, 1988 providing for the provision of services
to the Tax-Free Pennsylvania series; and
WHEREAS, the Fund and DSC desire to amend and restate their
Shareholder Services Agreement dated as of September 2, 1997 to include the
Fund's new series, the Tax-Free Ohio Fund series and the Tax-Free New Jersey
Fund series.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and
<PAGE>
intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for the
Series to provide as agent for the Fund services as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such
appointment and agrees to provide the Fund, as its agent, the services
described herein.
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The 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 the Fund (or is otherwise familiar with), the
following documents:
(a) The Declaration of Trust or other documents evidencing
the Fund's form of organization and any current amendments or supplements
thereto.
(b) The Procedural Guidelines of the Fund;
(c) Any resolution or other action of the Fund or the Board
of Trustees of the Fund establishing or affecting the rights, privileges or
other status of each class or series of shares of the Fund, including those
relating to the Series or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of
Trustees of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;
(e) The forms of share certificates of the Series in the
forms approved by the Board of Trustees of the Fund;
(f) A copy of the Fund's currently effective Prospectus and
Statement of Additional Information under the Securities Act of 1933, if
effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;
<PAGE>
(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to
be issued under the law of the State of the 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 the 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 documents altering,
adding, qualifying or repealing any document or authority called for under
this Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may be
required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified copy
of any resolution of the stockholders or the Board of Trustees of the 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 the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital adjustment
requiring a change in the form of stock certificates or the books recording
the same, the 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 the Fund as to the validity of
such action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which it issues will be properly registered and lawfully issued
under applicable federal and state laws.
(b) The provisions of this contract do not violate the terms
of any instrument
<PAGE>
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.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer
agent under the Securities and 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 DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. STOCK CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the Fund's
expense, a sufficient supply of blank stock certificates for the Series, and
from time to time will replenish such supply upon the request of DSC. The 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.
3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom
issued, or (b) as unissued, establishing the safekeeping, cancellation or
destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign stock certificates or in the form thereof. If
an officer whose manual or facsimile 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.
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Fund, DSC shall issue, redeem and
transfer shares of the Series, 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
<PAGE>
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-stockholder accounts and crediting such shares to accounts
created and/or maintained for transferee-stockholders; if applicable, issue
and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the
total shares redeemed and to be redeemed; determine the total redemption
payments made and to be made; redeem shares by debiting stockholder accounts;
as applicable receive and cancel stock certificates for shares redeemed; and
remit or cause to be remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control cash
due and paid, shares issued and to be issued, cash remitted and to be remitted
and shares debited and credited to accounts; provide such notices,
instructions or authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall disburse
and cause to be disbursed to stockholders of each Series dividends, capital
gains distributions or any payments from other sources as directed by the
Fund. In connection therewith, but not in the limitation thereof, DSC shall:
(a) Calculate the total disbursement due and payable and the
disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each stockholder,
as aforesaid, to be disbursed in cash; prepare and mail checks therefor.
(c) Calculate the total disbursement for each stockholder of
each Series, as aforesaid, for which Series' shares are to be issued and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices
pertaining to
<PAGE>
disbursements as required by 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 the Fund may require.
5.2 DSC shall not be required to make any disbursement upon the
receipt of DSC from the Fund, or from any federal or state agency or
authority, written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Series, 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 the Fund
or its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
(c) As instructed by the Fund, prepare and mail stockholder
account information, mail Series stockholder reports and Series prospectuses.
(d) Prepare and mail proxies and material for Fund
stockholder meetings, receive and process proxies from stockholders, and
deliver such proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investors and stockholders of each Series, including retirement plans,
including activities not otherwise provided in Section I through V of this
Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and their
stockholdings 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 the Fund.
<PAGE>
7.2 DSC may, in performing this Agreement, require the Fund or the
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 stockholders.
7.3 DSC may request or receive instructions from the Fund and may, at
the 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.
7.4 DSC shall maintain reasonable insurance coverage for errors and
omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to provide
services to DSC in its performance of this Agreement.
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
the Fund, the other funds of the Delaware Group and others.
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 the Fund's records.
7.8 The 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
8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment advisor and the
Fund's distributor and serves the other funds of the Delaware Group (DSC
having been originally established to provide the services hereunder for the
funds of the Delaware Group), advantages and benefits to the Fund in the
employment of DSC hereunder can be available which may not generally be
available to it from others providing similar services.
<PAGE>
8.2 The Fund and DSC further acknowledge that the compensation by the
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 the 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 the Fund, the
Series and their stockholders.
8.3 Compensation by the 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.
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 the 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
9.1 The 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 Agreement, 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 investigation 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 the Fund.
X. CONTRACTUAL STATUS
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 of the
Fund, 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
<PAGE>
approval by a majority vote of the Board of Trustees of the 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 on such approval.
10.2 This Agreement may not be assigned without the approval of the
Fund.
10.3 This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
ATTEST: /s/Michael D. Mabry By: /s/David K. Downes
---------------------------- -------------------------------------
Title: Michael D. Mabry David K. Downes
Assistant Vice President/ President/Chief Executive Officer/
Assistant Secretary Chief Financial Officer
DELAWARE GROUP
STATE TAX-FREE INCOME TRUST
for its TAX-FREE PENNSYLVANIA FUND series,
TAX-FREE OHIO FUND series AND
TAX-FREE NEW JERSEY FUND series
ATTEST: /s/David P. O'Connor By: /s/Wayne A. Stork
----------------------------- ------------------------------
Title: Assistant Vice President Chairman/President/Chief
Assistant Secretary Executive Officer
<PAGE>
SCHEDULE A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
FIRST AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
1. Delaware Service Company, Inc. ("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 transaction, as may be applicable, for
services provided. DSC will bill, and the Fund will pay, such
compensation monthly.
3. For the period commencing on September 2, 1997, the charge will
consist of two charges for each Series, an annual charge and a per
transaction charge for each account on the transfer agent's records
and each account on an automated retirement processing system. These
charges are as follows:
A. ANNUAL CHARGE
Daily Dividend Funds $11.00 Per Annum
Other Funds $5.50 Per Annum
Merrill Lynch - Omnibus Accounts
Regular Accounts $11.00 Per Annum
Accounts with a Contingent
Deferred Sales Charge $14.00 Per Annum
Networked Accounts $3.00 - 6.00 Per Annum
<PAGE>
SCHEDULE A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
FIRST AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
B. TRANSACTION CHARGE
Transaction Charge
----------- ------
1. Dividend Payment $0.25
2. New Account $6.00
3. Purchase:
a. Wire $8.00
b. Automated $1.50
c. Other $2.60
4. Transfer $8.00
5. Certificate Issuance $4.00
6. Liquidations
a. Wires $12.25
b. Drafts $0.75
c. Money Market Regular $4.50
d. Other Regular $4.50
7. Exchanges
a. Dividend Exchanges $3.00
b. Other $10.00
<PAGE>
EX-99.B9B
DELAWARE GROUP OF FUNDS
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT, made as of this 19th day of August, 1996 by and
between the registered investment companies in the Delaware Group listed on
Schedule A, which Schedule may be amended from time to time as provided in
Section 8 hereof (each corporation or common law or business trust,
hereinafter referred to as a "Company," and all such entities collectively
hereinafter referred to as, the "Companies"), on behalf of the portfolio(s) of
securities of such Companies listed on Schedule A, which Schedule may be
amended from time to time (when used in this Agreement in the context of a
Company that offers only a single portfolio/series of shares, the term
"Portfolio" shall be a reference to such Company, and when used in the context
of a Company that offers multiple portfolios/series of shares, shall be a
reference to each portfolio/series of such Company) and DELAWARE SERVICE
COMPANY, INC. ("DSC"), a Delaware corporation, having its principal office and
place of business at 1818 Market Street, Philadelphia, Pennsylvania 19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Companies
with respect to each Portfolio and either Delaware Management Company, Inc. or
its U.K. affiliate, Delaware
<PAGE>
International Advisers Ltd., provide, in part, that each Portfolio shall
conduct its business and affairs and shall bear the expenses necessary and
incidental thereto including, but not in limitation of the foregoing, the
costs incurred with respect to accounting services; and
WHEREAS, the services to be provided under this agreement
previously were provided by employees of the Companies; and
WHEREAS, the Companies and DSC desire to have a written agreement
concerning the performance of accounting services for each Portfolio 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 The Companies hereby appoint DSC the accounting agent
("Accounting Agent") for all of the classes of each Portfolio, to provide such
accounting services as are set forth herein and DSC hereby accepts such
appointment and agrees to provide the Companies, as their agent, the services
described herein.
Section 1.2 The Companies shall pay DSC and DSC shall accept, for the
services provided hereunder, the compensation provided for in Section VI
hereof. The Companies also shall
-2-
<PAGE>
reimburse DSC for expenses incurred or advanced by it for the Companies in
connection with its services hereunder.
II. DOCUMENTATION
Section 2.1 Each Company 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 the Companies (or is otherwise
familiar with), the following documents:
A. The Articles of Incorporation or Agreement and Declaration
of Trust or other document, as relevant, evidencing each Company's form of
organization and any current amendments thereto;
B. The By-Laws or Procedural Guidelines of each Company;
C. Any resolution or other action of each Company or the
Board of Directors or Trustees of each Company establishing or affecting the
rights, privileges or other status of any class of shares of a Portfolio, or
altering or abolishing any such class;
D. A certified copy of a resolution of the Board of
Directors or Trustees of each Company appointing DSC as Accounting Agent for
each Portfolio and authorizing the execution of this Agreement or an amendment
to Schedule A of this Agreement;
-3-
<PAGE>
E. A copy of each Company's currently effective prospectus[es]
and Statement[s] of Additional Information under the Securities Act of 1933, if
effective;
F. A certified copy of any resolution of the Board of
Directors or Trustees of each Company 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
G. 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 Each Company and DSC may consult as to forms or documents
that may be required in performing services hereunder.
Section 2.3 Each Company warrants the following:
A. The Company is, or will be, a properly registered
investment company under the Investment Company Act of 1940 (the "1940 Act") and
any and all shares of a Portfolio which it issues will be properly registered
and lawfully issued under applicable federal and state laws.
B. The provisions of this contract do not violate the terms
of any instrument by which the Company or the Company on behalf of a Portfolio
is bound; nor do they violate any law or regulation of any body having
jurisdiction over the Company or its property.
Section 2.4 DSC warrants the following:
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<PAGE>
A. The provisions of this contract do not violate the terms
of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. SERVICES TO BE PROVIDED BY DSC
Section 3.1 Daily Net Asset Value ("NAV") Calculation. As Accounting
Agent for each Portfolio of the Companies, DSC will perform all functions
necessary to provide daily Portfolio NAV calculations, including:
A. Maintaining each Portfolio's securities portfolio
history by:
1. recording portfolio purchases and sales;
2. recording corporate actions and capital
changes relating to portfolio securities;
3. accruing interest, dividends and expenses;
and
4. maintaining the income history for securities
purchased by a Portfolio.
B. Determining distributions to Portfolio shareholders;
C. Recording and reconciling shareholder activity including:
1. recording subscription, liquidations and
dividend reinvestments;
-5-
<PAGE>
2. recording settlements of shareholder
activity; and
3. reconciling Portfolio shares outstanding to
the records maintained by DSC, as transfer agent of the Portfolio.
Valuing a Portfolio's securities portfolio which
includes determining the NAVs for all classes of the Portfolio;
D. Disseminating Portfolio NAVs and dividends to interested
parties (including the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), the Investment Company Institute ("ICI"),
Morningstar, and Lipper Analytical Services, Inc. ("Lipper")); and
E. Resolving pricing and/or custody discrepancies.
Section 3.2 Financial Reporting. As Accounting Agent, DSC shall
perform financial reporting services for each Portfolio, which shall include:
A. The preparation of semi-annual and annual
reports for shareholders which involves the performance of the
following functions:
1. preparing all statements of net assets,
statements of operations and statements of changes in net assets for the
Portfolio;
2. preparing footnotes to financial
statements for the Portfolio;
3. preparing workpapers for each Company's
annual audit by its independent public accountants; and
-6-
<PAGE>
4. coordinating the annual audit by each
Company's independent public accountants.
B. Reporting to the ICI in response to requests
for monthly and other periodic information;
C. Performing statistical reporting, which
includes daily, monthly, quarterly and annual reports for Lipper,
Weisenberger and other third party reporting agencies; and
D. Furnishing financial information for any
additional required SEC reporting, such as the preparation of financial
information for each Company's reporting on Form N-SAR, the furnishing of
financial information for each Company's prospectus[es] and statement[s] of
additional information, and the financial information required for each
Company's annual Rule 24f-2 notice filing;
Section 3.3 Compliance Testing. DSC will monitor, test and prepare
and maintain supporting schedules which evidence compliance with the
definitional and distribution requirements under the Internal Revenue Code of
1986, as amended ("IRC"), including the following:
A. The requirement to be registered at all times during the
taxable year under the 1940 Act (IRC Section 851(a));
B. The annual ninety percent gross income test (IRC Section
851(b)(2));
C. The short/short (thirty percent) gross income test (IRC
Section 851(b)(3));
-7-
<PAGE>
D. The quarterly IRC industry diversification tests (IRC
Sections 851(b)(4) and 817(h)); and
E. The 90% distribution requirements (IRC Section
852(a)).
Section 3.4 Other Services. In addition to the above,
DSC, in its capacity as Accounting Agent for the Company, will
perform the following services:
A. The calculation of required Portfolio monthly
yields and total return calculations in accordance with the
prescribed rules of the U.S. Securities and Exchange Commission;
B. Providing the financial information necessary for the
preparation of all federal and state tax returns and ancillary schedules,
including:
1. year-end excise tax distributions; and
2. compliance with Subchapter M and Section 4982
of the IRC;
C. Performing special tax reporting to shareholders,
including the preparation of reports which reflect income earned by each
Portfolio by state, exempt income and distributions that qualify for the
corporate dividends received deduction;
D. The preparation of expense and budget figures for each
Portfolio, including the maintenance of detailed records pertaining to expense
accruals and payments and adjusting reports to reflect accrual adjustments;
E. The preparation of reports for Board of Directors'
or Trustees' meetings;
-8-
<PAGE>
F. Coordination of the custody relationships;
G. Facilitating security settlements;
H. Performance of required foreign security accounting
functions;
I. Performance of daily cash reconciliations for each
Portfolio;
J. Providing identified reports to portfolio managers
including:
1. providing portfolio holdings and security
valuation reports;
2. preparing cash forecasts and reconciliations
as mutually agreed upon; and
3. preparing income projections.
IV. PERFORMANCE OF DUTIES
Section 4.1 DSC may request or receive instructions from a Company
and may, at a Portfolio's expense, consult with counsel for the Company 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 4.2 DSC shall maintain reasonable insurance coverage for
errors and omissions and reasonable bond coverage for fraud.
-9-
<PAGE>
Section 4.3 Upon notice thereof to a Company, DSC may employ others
to provide services to DSC in its performance of this Agreement.
Section 4.4 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to all Companies of the
Delaware Group and their Portfolios and to others, and may be used to perform
other services for all of the Companies of the Delaware Group and others.
Section 4.5 The Companies and DSC may, from time to time, set forth
in writing at the Companies' expense certain guidelines to be applicable to
the services hereunder.
V. ACCOUNTS AND RECORDS
Section 5.1 The parties hereto agree and acknowledge that the
accounts and records maintained by DSC with respect to a Portfolio shall be
the property of such Portfolio, and shall be made available to the relevant
Company promptly upon request and shall be maintained for the periods
prescribed in Rule 31a-2 under the Investment Company Act of 1940 or such
longer period as shall be agreed to by the parties hereto, at such Portfolio's
expense.
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<PAGE>
VI. COMPENSATION
Section 6.1 The Companies and DSC acknowledge that the compensation
to be paid hereunder to DSC is intended to induce DSC to provide services
under this Agreement of a nature and quality which the Boards of Directors or
Trustees of the Companies, including a majority who are not parties to this
Agreement or interested person of the parties hereto, have determined after
due consideration to be necessary for the conduct of the business of a
Portfolio in the best interests of a Portfolio and its shareholders.
Section 6.2 Compensation by a Portfolio hereunder shall be determined
in accordance with Schedule B hereto as it shall be amended from time to time
as provided for herein and which is incorporated herein as a part hereof.
Section 6.3 Compensation as provided in Schedule B shall be reviewed
and approved for each Portfolio in the manner set forth in Section 8.1 hereof
by the Boards of Directors or Trustees of the Companies at least annually and
may be reviewed and approved more frequently at the request of either party.
The Boards may request and DSC shall provide such information as the Boards
may reasonably require to evaluate the basis of and approve the compensation.
VII. STANDARD OF CARE
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<PAGE>
Section 7.1 The Companies on behalf of each Portfolio acknowledge
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, agree 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 acknowledge that
any risk of loss or damage arising from the conduct of a Portfolio's affairs
in accordance herewith or in accordance with guidelines or instructions given
hereunder, shall be borne by the Portfolio. The indemnification provided for
in this Section 7.1 shall be made Portfolio by Portfolio so that DSC is only
entitled to indemnification from a Company on behalf of a Portfolio for
actions arising from the performance of DSC's duties as to that Portfolio.
VIII. CONTRACTUAL STATUS
Section 8.1 This Agreement shall be executed and become effective as
to a Company with regard to a Portfolio listed on Schedule A as of the date
first written above if approved by a vote of such Company's Board of Directors
or Trustees, including an affirmative vote of a majority of the non-interested
members of the Board of such Company, 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
-12-
<PAGE>
as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty
(60) days notice by either that Company or DSC, unless earlier terminated or
amended by agreement among the parties. A Company shall be permitted to
terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC.
Compensation under this Agreement by a Portfolio shall require approval by a
majority vote of the Board of Directors or Trustees of such Portfolio's
Company, including an affirmative vote of the majority of the non-interested
members of such Board cast in person at a meeting called for the purpose of
voting such approval.
Section 8.2 This Agreement shall become effective as to any Company
or Portfolio not included on Schedule A as of the date first written above,
but desiring to participate in this Agreement, on such date as an amended
Schedule A adding such new Company or Portfolio to such Schedule is executed
by DSC and such new Company or a Company on behalf of a new Portfolio
following approval by the Company or by the Company on behalf of a new
Portfolio desiring to be included in this Agreement in accordance with the
method specified in Section 8.1. Any such amended Schedule A shall not affect
the validity of this Agreement as between DSC and the other Companies which
have executed this Agreement or any subsequent amendment to Schedule A of this
Agreement.
Section 8.3 This Agreement may not be assigned by DSC without the
approval of all of the Companies.
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<PAGE>
Section 8.4 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
/s/ David K. Downes
By:_____________________________________
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP DELCHESTER HIGH-YIELD
BOND FUND, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
/s/Wayne A. Stork
By:_____________________________________
Wayne A. Stork
Chairman, President and
Chief Executive Officer
DELAWARE POOLED TRUST, INC.
/s/ Wayne A. Stork
By:_____________________________________
Wayne A. Stork, Chairman
-14-
<PAGE>
SCHEDULE A
COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP*
Delaware Group Cash Reserve, Inc.
Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Total Return Fund
Delaware Group Delaware Fund, Inc.
Delaware Fund
Devon Fund
Delaware Group Tax-Free Fund, Inc.
Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U.S. Government Money Fund
Delaware Group Trend Fund, Inc.
- --------
* Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule
B to that Fund Accounting Agreement between Delaware Service Company, Inc. and
the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
Portfolios added to this Schedule A by amendment executed by a Company on
behalf of such Portfolio hereof shall be a New Portfolio for purposes of
Schedule B to the Agreement.
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<PAGE>
Delaware Group Delchester High-Yield Bond Fund, Inc.
DMC Tax-Free Income Trust - Pennsylvania
Delaware Group Value Fund, Inc.
Delaware Group Global & International Funds, Inc.
International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)
Delaware Group DelCap Fund, Inc.
Delaware Pooled Trust, Inc.
The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)
Delaware Group Premium Fund, Inc.
Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)
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<PAGE>
Delaware Group Government Fund, Inc.
Delaware Group Adviser Funds, Inc.
Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund
Dated as of: August 19, 1996
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<PAGE>
SCHEDULE B
COMPENSATION
Fee Schedule for The Delaware Group of Funds
Part 1 -- Fees for Existing Portfolios
Existing Portfolios are those so designated on Schedule A to the Fund
Accounting Agreement between Delaware Service Company, Inc. and the Delaware
Group of Funds dated as of August 19, 1996 ("Agreement").
Annual Asset Based Fees
First $10 Billion of Aggregate
Complex Net Assets 2.5 Basis Points
Aggregate Complex Net Assets
over $10 Billion 2.0 Basis Points
Annual asset based fees will be charged at a rate of 2.5 basis points for the
first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net
Assets over $10 Billion will be charged at a rate of 2.0 basis points. These
fees will be charged to a Portfolio on an aggregated pro rated basis.
Annual Minimum Fees
Domestic Equity Portfolio $35,000
Domestic Fixed Income Portfolio $45,000
International Series Portfolio $70,000
Per Class of Share Fee $ 4,000
There is an annual minimum fee that will be charged only if the annual asset
based fee is less than the calculation for the minimum fee. This fee is based
on the type and the number of classes per Portfolio. For an equity Portfolio
$35,000 will be charged; for a fixed income Portfolio $45,000 will be charged,
and for an international Portfolio $70,000 will be charged. For each class of
shares, $4,000 will be charged, such amount to be prorated over a period of
less than a year for any classes added after April 30, 1996. A total of all
minimum fees will be compared to the total asset based fee to determine which
fee is higher and, subsequently, will be used to bill the Companies.
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<PAGE>
Part 2 -- Fees for New Portfolios
For each Portfolio designated as a New Portfolio on Schedule A to the
Agreement, there will be a fee of 2.0 basis points, providing that the
Delaware complex net assets are above $10 Billion (the rate would be 2.5 basis
points if under $10 Billion and then 2.0 basis points once the net assets
cross $10 Billion), or an annual minimum fee calculated in the manner
described above, whichever is higher. This new fee would be added to the total
of Existing Portfolio fees and then pro rated. Fees shall not be charged for
New Portfolios included on Schedule A until such Portfolios shall have
commenced operations.
Dated as of: August 19, 1996
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<PAGE>
EX-99.B9BI
AMENDMENT NO.7
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Value Fund
Retirement Income Fund (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
<PAGE>
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New) The Fixed Income Portfolio
The Global Fixed Income Portfolio The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
2
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
3
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
4
<PAGE>
Dated as of October 14, 1997
DELAWARE SERVICE COMPANY, INC.
/s/ David K. Downes
By: -------------------------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED -TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
/s/Wayne A. Stork
By: -------------------------------------------------------------------
Wayne A. Stork
Chairman
5
<PAGE>
EX-99.B9BII
AMENDMENT NO. 8
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
2
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
3
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
4
<PAGE>
Dated as of December 18, 1997
DELAWARE SERVICE COMPANY, INC.
/s/David K. Downes
By: ------------------------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
/s/ Wayne A. Stork
By: -------------------------------------------------------------------
Wayne A. Stork
Chairman
5
<PAGE>
EX-99.B10
Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8024
March 25, 1998
Delaware Group State Tax-Free Income Trust
1818 Market Street
Philadelphia, PA 19103
Re: Legal Opinion-Securities Act of 1933
Ladies and Gentlemen:
We have examined the Amended and Restated Declaration of Trust
(the "Declaration of Trust") of Delaware Group State Tax-Free Income Trust (the
"Trust"), a business trust organized under the laws of the State of
Pennsylvania, the amendments thereto, the Procedural Guidelines of the Trust,
the resolutions adopted by the Trust's Board of Trustees organizing the business
of the Trust, all as amended to date, and the various pertinent proceedings we
deem material. We have also examined the Notification of Registration and the
Registration Statements filed under the Investment Company Act of 1940 (the
"Investment Company Act") and the Securities Act of 1933 (the "Securities Act"),
all as amended to date, as well as other items we deem material to this opinion.
The Trust is authorized by its Declaration of Trust to issue
an unlimited number of shares of beneficial interest without a par value. The
Trust issues shares of the Tax-Free Pennsylvania Fund, the Tax-Free Ohio Fund
and the Tax-Free New Jersey Fund. The Declaration of Trust also empowers the
Trustees to designate any additional series or classes and allocate shares to
such series or classes.
<PAGE>
The Trust has filed with the U.S. Securities and Exchange
Commission (the "Commission"), a Registration Statement under the Securities
Act, which Registration Statement is deemed to register an indefinite number of
shares of the Trust pursuant to the provisions of Rule 24f-2 under the
Investment Company Act. You have further advised us that the Trust has filed,
and each year hereafter will timely file, a Notice pursuant to Rule 24f-2
perfecting the registration of the shares sold by the Trust during each fiscal
year during which such registration of an indefinite number of shares remains in
effect.
You have also informed us that the shares of the Trust have
been, and will continue to be, sold in accordance with the Trust's usual method
of distributing its registered shares, under which prospectuses are made
available for delivery to offerees and purchasers of such shares in accordance
with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, so long
as the Trust remains a valid and subsisting trust under the laws of the State of
Pennsylvania, and the registration of an indefinite number of shares of the
Trust remains effective, the authorized shares of the Trust when issued for the
consideration set by the Board of Trustees pursuant to the Declaration of Trust,
and subject to compliance with Rule 24f-2, will be legally outstanding,
fully-paid, and non-assessable shares, and the holders of such shares will have
all the rights provided for with respect to such holding by the Declaration of
Trust and the laws of the State of Pennsylvania.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement of the Trust, and any amendments thereto, covering
the registration of the shares of the Trust under the Securities Act and the
applications, registration statements or notice filings, and amendments thereto,
filed in accordance with the securities laws of the several states in which
shares of the Trust are offered, and we further consent to reference in the
registration statement of the Trust to the fact that this opinion concerning the
legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: Mark H. Plafker
------------------------
Mark H. Plafker
LMK
<PAGE>
EXHIBIT 99.B11
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 40 to the Registration Statement (Form N-1A)
(No. 2-57791) of Delaware Group State Tax-Free Income Trust of our report dated
April 4, 1997, included in the 1997 Annual Report to shareholders.
Philadelphia, Pennsylvania
March 25, 1998
/s/ Ernst & Young LLP
- -------------------------
Ernst & Young LLP
<PAGE>
EX-99.B15D EXHIBIT A
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
TAX-FREE NEW JERSEY FUND A CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the
TAX-FREE NEW JERSEY FUND series (the "Series") on behalf of the TAX-FREE NEW
JERSEY FUND A CLASS (the "Class"), which Fund, Series and Class may do
business under these or such other names as the Board of Trustees of the Fund
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 Fund 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 Series and shareholders of the Class. The Plan was
adopted prior to any public offering of the Class.
The Fund is a trust organized under the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
1. The Fund shall pay to the Distributor a monthly fee not
to exceed 0.3% (3/10 of l%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Trustees from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Series to
persons other than broker-dealers (the "Service Providers") who may, pursuant
to servicing agreements, provide to the Series services in the Series'
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
<PAGE>
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) 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 Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees 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
Trustees 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
(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 Fund, 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 thereof 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 Fund'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.
September 2, 1997
<PAGE>
EX-99.B15E EXHIBIT B
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
TAX-FREE NEW JERSEY FUND B CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE NEW
JERSEY FUND series (the "Series") on behalf of the TAX-FREE NEW JERSEY FUND B
CLASS (the "Class"), which Fund, Series and Class may do business under these
or such other names as the Board of Trustees of the Fund 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 Fund 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 Series
and shareholders of the Class. The Plan was adopted prior to any public
offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees 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
Series' 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
<PAGE>
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
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
Trustees 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 Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
<PAGE>
EX-99.B15F EXHIBIT C
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE NEW JERSEY FUND
TAX-FREE NEW JERSEY FUND C CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE NEW
JERSEY FUND series (the "Series) on behalf of the TAX-FREE NEW JERSEY FUND C
CLASS (the "Class"), which Fund, Series and Class may do business under these
or such other names as the Board of Trustees of the Fund 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 Fund 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 Series
and shareholders of the Class. The Plan was adopted prior to any public
offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees from time to time.
(b) In addition to the amounts described in paragraph 1(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 Series' 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
<PAGE>
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
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
Trustees 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 Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
<PAGE>
EX-99.B15G EXHIBIT A
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
TAX-FREE OHIO FUND A CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the
TAX-FREE OHIO FUND series (the "Series") on behalf of the TAX-FREE OHIO FUND A
CLASS (the "Class"), which Fund, Series and Class may do business under these
or such other names as the Board of Trustees of the Fund 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 Fund 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 Series
and shareholders of the Class. The Plan was adopted prior to any public
offering of the Class.
The Fund is a trust organized under the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
1. The Fund shall pay to the Distributor a monthly fee not
to exceed 0.3% (3/10 of l%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Trustees from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Series to
persons other than broker-dealers (the "Service Providers") who may, pursuant
to servicing agreements, provide to the Series services in the Series'
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.
<PAGE>
(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)
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 Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees 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
Trustees 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
(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 Fund, 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 thereof 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 Fund'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.
September 2, 1997
<PAGE>
EX-99.B15H EXHIBIT B
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
TAX-FREE OHIO FUND B CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE OHIO
FUND series (the "Series") on behalf of the TAX-FREE OHIO FUND B CLASS (the
"Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Trustees of the Fund 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
Fund 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 Series and shareholders
of the Class. The Plan was adopted prior to any public offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees 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 Series' 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
<PAGE>
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
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
Trustees 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 Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
<PAGE>
EX-99.B15I EXHIBIT C
DISTRIBUTION PLAN
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
TAX-FREE OHIO FUND
TAX-FREE OHIO FUND C CLASS
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 STATE TAX-FREE INCOME TRUST (the "Fund"), for the TAX-FREE OHIO
FUND series (the "Series) on behalf of the TAX-FREE OHIO FUND C CLASS (the
"Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Trustees of the Fund 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
Fund 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 Series and shareholders
of the Class. The Plan was adopted prior to any public offering of the Class.
The Fund is a trust organized under the laws of the Commonwealth of
Pennsylvania, 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 Series' investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
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 Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Trustees from time to time.
(b) In addition to the amounts described in paragraph 1(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 Series' 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
<PAGE>
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
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
Trustees 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 Trustees 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 Trustees of
the Fund, 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 thereof 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 Fund'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.
September 2, 1997
<PAGE>
Delaware Group Tax-Free Pennsylvania Fund- Class B
Total Return Performance
Cumulative Total Return (With CDSC)
THREE YEARS Ended 8/31/97
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $8.32
Initial Shares 120.192
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 120.192 $0.421 6.342 126.534
- --------------------------------------------------------------------------------
1996 126.534 $0.450 6.957 133.491
- --------------------------------------------------------------------------------
1997 133.491 $0.493 8.201 141.692
- --------------------------------------------------------------------------------
Ending Shares 141.692
Ending NAV x $8.27
--------------
$1,171.79
Less CDSC $29.82
--------------
Investment Return $1,141.97
Total Return Performance
- ------------------------
Investment Return $1,141.97
Less Initial Investment $1,000.00
--------------
$141.97 / $1,000.00 x 100
Total Return: 14.20%
<PAGE>
Delaware Group Tax-Free Pennsylvania Fund- Class B
Total Return Performance
Cumulative Total Return (Without CDSC)
THREE YEARS Ended 8/31/97
- ------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $8.32
Initial Shares 120.192
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 120.192 $0.421 6.342 126.534
- --------------------------------------------------------------------------------
1996 126.534 $0.450 6.957 133.491
- --------------------------------------------------------------------------------
1997 133.491 $0.493 8.201 141.692
- --------------------------------------------------------------------------------
Ending Shares 141.692
Ending NAV x $8.27
--------------
Investment Return $1,171.79
Total Return Performance
- ------------------------
Investment Return $1,171.79
Less Initial Investment $1,000.00
--------------
$171.79 / $1,000.00 x 100
Total Return: 17.18%
<PAGE>
Delaware Group Tax-Free Pennsylvania Fund- Class B
Total Return Performance
Average Annual Compounded Rate of Return (With CDSC)
THREE YEARS Ended 8/31/97
- -------------------------------------------------------------------------
n
P(1 + T) = ERV
THREE
YEARS
- --------------
3
$1000(1 + T) = $1,141.97
T = 4.52%
0.04524
1141.82
<PAGE>
Delaware Group Tax-Free Pennsylvania Fund- Class B
Total Return Performance
Average Annual Compounded Rate of Return (Without CDSC)
THREE YEARS Ended 8/31/97
- --------------------------------------------------------------------------------
n
P(1 + T) = ERV
THREE
YEARS
- --------------
3
$1000(1 + T) = $1,171.79
T = 5.43%
0.05426
1171.91
<PAGE>
DELAWARE GROUP TAX-FREE NEW JERSEY FUND A
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.84
Initial Shares 171.233
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 171.233 $0.062 1.863 173.096
- --------------------------------------------------------------------------------
Ending Shares 173.096
Ending NAV x $5.70
------------
Investment Return $986.65
Total Return Performance
- ------------------------
Investment Return $986.65
Less Initial Investment $1,000.00
------------
($13.35) / $1,000.00 x 100
Total Return: -1.34%
<PAGE>
DELAWARE GROUP TAX-FREE NEW JERSEY FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.71
Initial Shares 175.131
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 175.131 $0.115 3.604 178.735
- --------------------------------------------------------------------------------
Ending Shares 178.735
Ending NAV x $5.70
--------------
Investment Return $1,018.79
Total Return Performance
- ------------------------
Investment Return $1,018.79
Less Initial Investment $1,000.00
-------------
$18.79/$1,000.00 x 100
Total Return: 1.88%
<PAGE>
DELAWARE GROUP TAX-FREE NEW JERSEY FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.62
Initial Shares 177.936
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 177.936 $0.052 1.606 179.542
- --------------------------------------------------------------------------------
Ending Shares 179.542
Ending NAV x $5.70
-------------
$1,023.39
Less CDSC $40.00
-------------
Investment Return $983.39
Total Return Performance
- ------------------------
Investment Return $983.39
Less Initial Investment $1,000.00
-------------
($16.61) / $1,000.00 x 100
Total Return: -1.66%
<PAGE>
DELAWARE GROUP TAX-FREE NEW JERSEY FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.62
Initial Shares 177.936
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 177.936 $0.052 0.000 179.542
- --------------------------------------------------------------------------------
Ending Shares 179.542
Ending NAV x $5.70
-------------
Investment Return $1,023.39
Total Return Performance
- ------------------------
Investment Return $1,023.39
Less Initial Investment $1,000.00
------------
$23.39 / $1,000.00 x 100
Total Return: 2.34%
<PAGE>
DELAWARE GROUP TAX-FREE NEW JERSEY FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FIND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 181.818 $0.069 2.215 184.033
- --------------------------------------------------------------------------------
Ending Shares 184.033
---------------
Ending NAV x $5.70
-
$1,048.99
$40.00
---------------
Investment Return $1,008.99
Total Return Performance
- ------------------------
Investment Return $1,008.99
Less Initial Investment $1,000.00
---------------
$8.99 / $1,000.00 x 100
Total Return: 0.90%
<PAGE>
DELAWARE GROUP TAX-FREE NEW JERSEY FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 181.818 $0.069 2.215 184.033
- --------------------------------------------------------------------------------
Ending Shares 184.033
Ending NAV x $5.70
---------------
Investment Return $1,048.99
Total Return Performance
- ------------------------
Investment Return $1,048.99
Less Initial Investment $1,000.00
--------------
$48.99 / $1,000.00 x 100
Total Return: 4.90%
<PAGE>
DELAWARE GROUP TAX-FREE OHIO FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.84
Initial Shares 171.233
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 171.233 $0.064 1.911 173.144
- --------------------------------------------------------------------------------
Ending Shares 173.144
Ending NAV x $5.73
------------
Investment Return $992.12
Total Return Performance
- ------------------------
Investment Return $992.12
Less Initial Investment $1,000.00
------------
($7.88) / $1,000.00 x 100
Total Return: -0.79%
<PAGE>
DELAWARE GROUP TAX-FREE OHIO FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $5.71
Initial Shares 175.131
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 175.131 $0.120 3.738 178.869
- --------------------------------------------------------------------------------
Ending Shares 178.869
Ending NAV x $5.73
------------
Investment Return $1,024.92
Total Return Performance
- ------------------------
Investment Return $1,024.92
Less Initial Investment $1,000.00
------------
$24.92/1,000.00 x 100
Total Return: 2.49%
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000201670
<NAME> DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
<SERIES>
<NUMBER> 011
<NAME> TAX-FREE PENNSYLVANIA FUND A CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 914,413,919
<INVESTMENTS-AT-VALUE> 960,752,597
<RECEIVABLES> 15,974,819
<ASSETS-OTHER> 33,620
<OTHER-ITEMS-ASSETS> 901,971
<TOTAL-ASSETS> 977,663,007
<PAYABLE-FOR-SECURITIES> 8,973,794
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,727,655
<TOTAL-LIABILITIES> 11,701,440
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 919,960,744
<SHARES-COMMON-STOCK> 112,202,830
<SHARES-COMMON-PRIOR> 115,841,642
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (337,855)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 46,338,678
<NET-ASSETS> 928,328,119
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 30,608,821
<OTHER-INCOME> 0
<EXPENSES-NET> 4,646,043
<NET-INVESTMENT-INCOME> 25,962,778
<REALIZED-GAINS-CURRENT> (1,756,108)
<APPREC-INCREASE-CURRENT> 5,885,951
<NET-CHANGE-FROM-OPS> 30,092,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 25,149,750
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,038,951
<NUMBER-OF-SHARES-REDEEMED> 7,443,177
<SHARES-REINVESTED> 1,765,413
<NET-CHANGE-IN-ASSETS> (21,121,819)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,418,253
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,807,585
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,646,043
<AVERAGE-NET-ASSETS> 932,792,988
<PER-SHARE-NAV-BEGIN> 8.240
<PER-SHARE-NII> 0.221
<PER-SHARE-GAIN-APPREC> 0.030
<PER-SHARE-DIVIDEND> 0.221
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.270
<EXPENSE-RATIO> 0.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000201670
<NAME> DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
<SERIES>
<NUMBER> 012
<NAME> TAX-FREE PENNSYLVANIA FUND B CLASS
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 914,413,919
<INVESTMENTS-AT-VALUE> 960,752,597
<RECEIVABLES> 15,974,819
<ASSETS-OTHER> 33,620
<OTHER-ITEMS-ASSETS> 901,971
<TOTAL-ASSETS> 977,663,007
<PAYABLE-FOR-SECURITIES> 8,973,794
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,727,655
<TOTAL-LIABILITIES> 11,701,440
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 919,960,744
<SHARES-COMMON-STOCK> 4,291,894
<SHARES-COMMON-PRIOR> 3,841,446
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (337,855)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 46,338,678
<NET-ASSETS> 35,509,673
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 30,608,821
<OTHER-INCOME> 0
<EXPENSES-NET> 4,646,043
<NET-INVESTMENT-INCOME> 25,962,778
<REALIZED-GAINS-CURRENT> (1,756,108)
<APPREC-INCREASE-CURRENT> 5,885,951
<NET-CHANGE-FROM-OPS> 30,092,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 777,304
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 599,287
<NUMBER-OF-SHARES-REDEEMED> 206,846
<SHARES-REINVESTED> 58,007
<NET-CHANGE-IN-ASSETS> (21,121,819)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,418,253
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,807,585
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,646,043
<AVERAGE-NET-ASSETS> 34,042,873
<PER-SHARE-NAV-BEGIN> 8.240
<PER-SHARE-NII> 0.194
<PER-SHARE-GAIN-APPREC> 0.030
<PER-SHARE-DIVIDEND> 0.194
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.270
<EXPENSE-RATIO> 1.720
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000201670
<NAME> DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
<SERIES>
<NUMBER> 013
<NAME> TAX-FREE PENNSYLVANIA FUND C CLASS
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 914,413,919
<INVESTMENTS-AT-VALUE> 960,752,597
<RECEIVABLES> 15,974,819
<ASSETS-OTHER> 33,620
<OTHER-ITEMS-ASSETS> 901,971
<TOTAL-ASSETS> 977,663,007
<PAYABLE-FOR-SECURITIES> 8,973,794
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,727,655
<TOTAL-LIABILITIES> 11,701,440
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 919,960,744
<SHARES-COMMON-STOCK> 250,691
<SHARES-COMMON-PRIOR> 143,430
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (337,855)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 46,338,678
<NET-ASSETS> 2,074,132
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 30,608,821
<OTHER-INCOME> 0
<EXPENSES-NET> 4,646,043
<NET-INVESTMENT-INCOME> 25,962,778
<REALIZED-GAINS-CURRENT> (1,756,108)
<APPREC-INCREASE-CURRENT> 5,885,951
<NET-CHANGE-FROM-OPS> 30,092,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 35,723
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145,344
<NUMBER-OF-SHARES-REDEEMED> 42,039
<SHARES-REINVESTED> 3,957
<NET-CHANGE-IN-ASSETS> (21,121,819)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,418,253
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,807,585
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,646,043
<AVERAGE-NET-ASSETS> 1,573,518
<PER-SHARE-NAV-BEGIN> 8.240
<PER-SHARE-NII> 0.194
<PER-SHARE-GAIN-APPREC> 0.030
<PER-SHARE-DIVIDEND> 0.194
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.270
<EXPENSE-RATIO> 1.720
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000201670
<NAME> DEWLAWARE GROUP STATE TAX FREE INCOME TRUST
<SERIES>
<NUMBER> 021
<NAME> TAX FREE NEW JERSEY FUND CLASS A
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 1,239,893
<INVESTMENTS-AT-VALUE> 1,274,058
<RECEIVABLES> 25,761
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,299,819
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<OTHER-ITEMS-LIABILITIES> 12,489
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,245,366
<SHARES-COMMON-STOCK> 200,145
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<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 8,020
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33,944
<NET-ASSETS> 1,141,120
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 29,214
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<EXPENSES-NET> 5,154
<NET-INVESTMENT-INCOME> 24,060
<REALIZED-GAINS-CURRENT> 8,021
<APPREC-INCREASE-CURRENT> 33,944
<NET-CHANGE-FROM-OPS> 66,025
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<DISTRIBUTIONS-OF-INCOME> 23,444
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 211,252
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<SHARES-REINVESTED> 3,894
<NET-CHANGE-IN-ASSETS> 1,287,330
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 11,162
<AVERAGE-NET-ASSETS> 1,123,805
<PER-SHARE-NAV-BEGIN> 5.50
<PER-SHARE-NII> .115
<PER-SHARE-GAIN-APPREC> .200
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .115
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<PER-SHARE-NAV-END> 5.70
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000201670
<NAME> DEWLAWARE GROUP STATE TAX FREE INCOME TRUST
<SERIES>
<NUMBER> 022
<NAME> TAX FREE NEW JERSEY FUND CLASS B
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<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 1,239,893
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,245,366
<SHARES-COMMON-STOCK> 25,645
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8,020
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33,944
<NET-ASSETS> 146,210
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 29,214
<OTHER-INCOME> 0
<EXPENSES-NET> 5,154
<NET-INVESTMENT-INCOME> 24,060
<REALIZED-GAINS-CURRENT> 8,021
<APPREC-INCREASE-CURRENT> 33,944
<NET-CHANGE-FROM-OPS> 66,025
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 600
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,585
<NUMBER-OF-SHARES-REDEEMED> 1
<SHARES-REINVESTED> 61
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<AVERAGE-NET-ASSETS> 34,388
<PER-SHARE-NAV-BEGIN> 5.50
<PER-SHARE-NII> .070
<PER-SHARE-GAIN-APPREC> .199
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<PER-SHARE-DISTRIBUTIONS> .069
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<EXPENSE-RATIO> 2.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000201670
<NAME> DELAWARE GROUP STATE TAX FREE INCOME TRUST
<SERIES>
<NUMBER> 031
<NAME> TAX FREE OHIO FUND CLASS A
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 1,139,282
<INVESTMENTS-AT-VALUE> 1,176,752
<RECEIVABLES> 45,673
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,222,425
<PAYABLE-FOR-SECURITIES> 9,835
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,188
<TOTAL-LIABILITIES> 21,023
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,158,475
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<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,456
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 37,471
<NET-ASSETS> 1,201,402
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27,221
<OTHER-INCOME> 0
<EXPENSES-NET> 4,561
<NET-INVESTMENT-INCOME> 22,660
<REALIZED-GAINS-CURRENT> 5,456
<APPREC-INCREASE-CURRENT> 37,471
<NET-CHANGE-FROM-OPS> 65,587
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22,661
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 205,829
<NUMBER-OF-SHARES-REDEEMED> (2)
<SHARES-REINVESTED> 3,809
<NET-CHANGE-IN-ASSETS> 1,201,402
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 2,856
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9,988
<AVERAGE-NET-ASSETS> 1,048,620
<PER-SHARE-NAV-BEGIN> 5.50
<PER-SHARE-NII> .120
<PER-SHARE-GAIN-APPREC> .230
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .120
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</TABLE>
<PAGE>
EX-99.B19
POWER OF ATTORNEY
Each of the undersigned, a member of the Boards of Directors/Trustees
of the Delaware Group Funds listed on Exhibit A to this Power of Attorney,
hereby constitutes and appoints on behalf of each of the Funds listed on
Exhibit A, Wayne A. Stork, Jeffrey J. Nick and Walter P. Babich and any one of
them acting singly, his true and lawful attorneys-in-fact, in his name, place,
and stead, to execute and cause to be filed with the Securities and Exchange
Commission and other federal or state government agency or body, such
registration statements, and any and all amendments thereto as either of such
designees may deem to be appropriate under the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument as
of this 18th day of December, 1997.
/s/Walter P. Babich /s/Thomas F. Madison
- ----------------------------------- --------------------------------------
Walter P. Babich Thomas F. Madison
/s/Anthony D. Knerr /s/Jeffrey J. Nick
- ----------------------------------- --------------------------------------
Anthony D. Knerr Jeffrey J. Nick
/s/Ann R. Leven /s/Charles E. Peck
- ----------------------------------- --------------------------------------
Ann R. Leven Charles E. Peck
/s/W. Thacher Longstreth /s/Wayne A. Stork
- ----------------------------------- --------------------------------------
W. Thacher Longstreth Wayne A. Stork
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
