SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File 33-41034
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 13 [X]
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [X]
Amendment No. 13
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
(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) 255-2923
George M. Chamberlain, Jr.,
1818 Market Street, Philadelphia, PA 19103
(Name and Address of Agent for Service)
Approximate Date
of Public
Offering: immediately upon filing pursuant to paragraph (b)
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b)
on (date) 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.
Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2
Notice for its most recent fiscal year was filed on
January 26, 1996.
--- C O N T E N T S ---
This Post-Effective Amendment No. 13 to Registration File
No. 33-41034 includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Prospectuses*
5. Part B - Statement of Additional Information*
6. Part C - Other Information
7. Signatures
* The Registrant's Prospectuses and Statement of
Additional Information dated May 1, 1996 are
incorporated into this filing by reference to the
electronic filing of those Prospectuses and Statement
of Additional Information made pursuant to Rule 497(c)
on May 1, 1996.
CROSS-REFERENCE SHEET*
PART A**
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
A Classes/ Institutional
B Classes/ Classes
C Classes -------------
---------
1 Cover Page Cover Cover
2 Synopsis Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses
3 Condensed Financial
Information Financial Financial
Highlights Highlights
4 General Description
of Registrant Investment Investment
Objectives and Objectives and
Strategies; Strategies;
Shares Shares
5 Management of the
Fund Management of Management of
the Funds the Funds
6 Capital Stock and
Other Securities Delaware Dividends and
Difference; Distributions;
Dividends and Taxes;
Distributions; Shares
Taxes; Shares
7 Purchase of Securities
Being Offered Cover; Cover;
How to Buy How to Buy
Shares; Shares;
Calculation of Calculation of
Offering Price Net Asset
and Net Asset Value Per
Value Per Share;
Share; Management
Management of of the Funds
the Funds
CROSS-REFERENCE SHEET*
PART A**
(continued)
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
8 Redemption or
Repurchase How to Buy How to Buy
Shares; Shares;
Redemption and Redemption and
Exchange Exchange
9 Legal Proceedings None None
* This filing relates to the International Equity Fund A
Class, the International Equity Fund B Class, the
International Equity Fund C Class and the International
Equity Fund Institutional Class of the International Equity
Series; the Global Bond Fund A Class, the Global Bond Fund B
Class, the Global Bond Fund C Class and the Global Bond Fund
Institutional Class of the Global Bond Series; the Global
Assets Fund A Class, the Global Assets Fund B Class, the
Global Assets Fund C Class and the Global Assets Fund
Institutional Class of the Global Assets Series; and the
Emerging Markets Fund A Class, the Emerging Markets Fund B
Class, the Emerging Markets Fund C Class and the Emerging
Markets Fund Institutional Class of the Emerging Markets
Series. The Class A Shares, the Class B Shares and the
Class C Shares of each Series are combined in one
prospectus, and the Institutional Class of each Series is
combined in one prospectus. The four Series (and sixteen
classes) have a common Part B and Part C.
** The Registrant's Prospectuses dated May 1, 1996 are
incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 497(c) on
May 1, 1996.
CROSS-REFERENCE SHEET
PART B***
Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------
10 Cover Page Cover
11 Table of Contents Table of Contents
12 General Information and
History General Information
13 Investment Objectives and
Policies Investment Policies and
Portfolio Techniques
14 Management of the
Registrant Officers and Directors
15 Control Persons and
Principal Holders
of Securities Officers and Directors
16 Investment Advisory
and Other Services Plans Under Rule 12b-1
for the Fund Classes
(under Purchasing
Shares); Investment
Management Agreement and
Sub-Advisory Agreement;
Officers and Directors;
General Information;
Financial Statements
17 Brokerage Allocation Trading Practices and
Brokerage
18 Capital Stock and Other
Securities Capitalization and
Noncumulative Voting
(under General
Information)
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 Accounting and Tax Issues
21 Underwriters Purchasing Shares
22 Calculation of
Performance Data Performance Information
23 Financial Statements Financial Statements
*** The Registrant's Statement of Additional Information dated
May 1, 1996 is incorporated into this filing by reference to
the electronic filing of that Statement of Additional
Information made pursuant to Rule 497(c) on May 1, 1996.
CROSS-REFERENCE SHEET
PART C
Location in
Item No. Description 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
The Registrant's Prospectuses and Statement of Additional
Information dated May 1, 1996 are incorporated into this filing
by reference to the electronic filing of those Prospectuses and
Statement of Additional Information made pursuant to Rule 497(c)
on May 1, 1996.
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 Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Reports
* The financial statements and Accountant's Report listed
above relating to the International Equity Series, the
Global Assets Series and the Global Bond Series are
incorporated by reference into Part B from the
Registrant's Annual Report for the fiscal year ended
November 30, 1995, were included in Post-Effective
Amendment No. 11 filed January 31, 1996 and were
electronically filed with the Commission on February 6,
1996.
(b) Exhibits:
(1) Articles of Incorporation.
(a) Articles of Incorporation, as amended and
supplemented through January 31, 1996,
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995 and Post-Effective
Amendment No. 11 filed January 31, 1996.
(b) Executed Articles Supplementary (April 30,
1996) attached as Exhibit.
(2) By-Laws. By-Laws, as amended through June 30,
1995, incorporated into this filing by reference
to Post-Effective Amendment No. 9 filed June 30,
1995.
(3) Voting Trust Agreement. Inapplicable.
i
(4) Copies of All Instruments Defining the Rights of
Holders.
(a) Articles of Incorporation, Articles of
Amendment and Articles Supplementary.
(i) Article Fifth and Article Ninth of the
Articles of Incorporation (May 30,
1991), Article Second of Articles
Supplementary (May 22, 1992 and
September 6, 1994), Article Second of
Certificate of Correction to Articles
Supplementary (December 28, 1994)
incorporated into this filing by
reference to Post-Effective Amendment
No. 10 filed November 27, 1995 and
Article Third, Article Fourth and
Article Fifth of Articles Supplementary
(November 28, 1995) incorporated into
this filing by reference to Post-
Effective Amendment No. 11 filed January
31, 1996.
(ii) Article Fourth of Articles
Supplementary (April 30, 1996) attached
as Exhibit 24(b)(1)(b).
(b) By-Laws. Article II and Article III, as
amended, and Article XIV incorporated into
this filing by reference to Post-Effective
Amendment No. 9 filed June 30, 1995.
(5) Investment Management Agreements.
(a) Investment Management Agreements between
Delaware International Advisers Ltd. and the
Registrant on behalf of the International
Equity Series, the Global Assets Series and
the Global Bond Series dated April 3, 1995
and Sub-Advisory Agreement between Delaware
International Advisers Ltd. and Delaware
Management Company, Inc. on behalf of the
Global Assets Series dated April 3, 1995
incorporated into this filing by reference to
Post-Effective Amendment No. 9 filed June 30,
1995.
(b) Executed Investment Management Agreement
between Delaware International Advisers Ltd.
and the Registrant on behalf of the Emerging
Markets Series (May 1, 1996) attached as
Exhibit.
ii
(6) (a) Distribution Agreements.
(i) Form of Distribution Agreement (April 3,
1995) incorporated into this filing by
reference to Post-Effective Amendment
No. 10 filed November 27, 1995.
(ii) Form of Amendment No. 1 to Distribution
Agreement (November 1995) incorporated
into this filing by reference to Post-
Effective Amendment No. 10 filed
November 27, 1995.
(iii)Executed Distribution Agreement between
Delaware Distributors, L.P. and the
Registrant on behalf of the Emerging
Markets Series (May 1, 1996) attached as
Exhibit.
(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. 10 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. 10 filed November 27, 1995.
(d) Mutual Fund Agreement for the Delaware Group
of Funds (November 1995) incorporated into
this filing by reference to Post-Effective
Amendment No. 11 filed January 31, 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. 9 filed June 30, 1995 and
Amendment to Profit Sharing Plan (December
21, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 11
filed January 31, 1996.
iii
(8) Custodian Agreements.
(a) Form of Custodian Agreement for each Series
(1996) attached as Exhibit.
(b) Form of Securities Lending Agreement (1996)
attached as Exhibit.
(9) Other Material Contracts.
(a) Shareholders Services Agreements incorporated
into this filing by reference to Post-
Effective Amendment No. 1 filed March 30,
1992.
(b) Executed Shareholders Services Agreement
between Delaware Service Company, Inc. and
the Registrant on behalf of the Emerging
Markets Series (May 1, 1996) attached as
Exhibit.
(10) Opinion of Counsel. Filed with letter relating to
Rule 24f-2 on January 26, 1996.
(11) Consent of Auditors. Incorporated into this
filing by reference to Post-Effective Amendment
No. 12 filed February 15, 1996.
(12) Inapplicable.
(13) Undertaking of Initial Shareholder. Incorporated
into this filing by reference to Pre-Effective
Amendment No. 1 filed August 22, 1991.
(14) Model Plans. Incorporated into this filing by
reference to Post-Effective Amendment No. 5 filed
March 24, 1994 and Post-Effective Amendment No. 8
filed March 3, 1995.
(15) Plans under Rule 12b-1.
(a) Form of Plan under Rule 12b-1 for Class A of
the International Equity, Global Bond and
Global Assets Series (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
iv
(b) Form of Plan under Rule 12b-1 for Class B of
the International Equity, Global Bond and
Global Assets Series (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(c) Form of Plan under Rule 12b-1 for Class C of
the International Equity, Global Bond and
Global Assets Series (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(d) Plan under Rule 12b-1 for Class A of the
Emerging Markets Series (May 1, 1996)
attached as Exhibit.
(e) Plan under Rule 12b-1 for Class B of the
Emerging Markets Series (May 1, 1996)
attached as Exhibit.
(f) Plan under Rule 12b-1 for Class C of the
Emerging Markets Series (May 1, 1996)
attached as Exhibit.
(16) Schedules of Computation for each Performance
Quotation.
(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 9 filed June 30,
1995 and Post-Effective Amendment No. 11
filed January 31, 1996.
(17) Financial Data Schedules. Incorporated into this
filing by reference to Post-Effective Amendment
No. 11 filed January 31, 1996.
(18) Plan under Rule 18f-3. Plan under Rule 18f-3 (as
amended effective May 1, 1996) included as Module.
(19) Other: Directors' Power of Attorney.
Incorporated into this filing by
reference to Post-Effective Amendment
No. 9 filed June 30, 1995.
Item 25. Persons Controlled by or under Common Control with
Registrant. None.
v
Item 26. Number of Holders of Securities.
Number of
Title of Class Record Holders
-------------- --------------
Delaware Group Global &
International Funds, Inc.'s
International Equity Series:
International Equity Fund A Class
Common Stock 6,346 Accounts as of
$.01 Par Value Per Share April 30, 1996
International Equity Fund B Class
Common Stock 699 Accounts as of
$.01 Par Value Per Share April 30, 1996
International Equity Fund C Class
Common Stock 95 Accounts as of
$.01 Par Value Per Share April 30, 1996
International Equity Fund
Institutional Class
Common Stock 35 Accounts as of
$.01 Par Value Per Share April 30, 1996
Delaware Group Global &
International Funds, Inc.'s
Global Bond Series:
Global Bond Fund A Class
Common Stock 151 Accounts as of
$.01 Par Value Per Share April 30, 1996
Global Bond Fund B Class
Common Stock 28 Accounts as of
$.01 Par Value Per Share April 30, 1996
Global Bond Fund C Class
Common Stock 9 Accounts as of
$.01 Par Value Per Share April 30, 1996
Global Bond Fund
Institutional Class
Common Stock 3 Accounts as of
$.01 Par Value Per Share April 30, 1996
vi
Number of
Title of Class Record Holders*
-------------- ---------------
Delaware Group Global &
International Funds, Inc.'s
Global Assets Series:
Global Assets Fund A Class
Common Stock 711 Accounts as of
$.01 Par Value Per Share April 30, 1996
Global Assets Fund B Class
Common Stock 188 Accounts as of
$.01 Par Value Per Share April 30, 1996
Global Assets Fund C Class
Common Stock 18 Accounts as of
$.01 Par Value Per Share April 30, 1996
Global Assets Fund
Institutional Class
Common Stock 3 Accounts as of
$.01 Par Value Per Share April 30, 1996
Delaware Group Global &
International Funds, Inc.'s
Emerging Markets Series:
Emerging Markets Fund A Class
Common Stock 0 Accounts as of
$.01 Par Value Per Share April 30, 1996
Emerging Markets Fund B Class
Common Stock 0 Accounts as of
$.01 Par Value Per Share April 30, 1996
Emerging Markets Fund C Class
Common Stock 0 Accounts as of
$.01 Par Value Per Share April 30, 1996
Emerging Markets Fund
Institutional Class
Common Stock 0 Accounts as of
$.01 Par Value Per Share April 30, 1996
* Emerging Markets Series' Classes were not offered prior
to May 1, 1996.
vii
Item 27. Indemnification. Incorporated into this filing by
reference to initial Registration Statement filed
June 4, 1991 and Article XIV of the By-Laws
incorporated into this filing by reference to Post-
Effective Amendment No. 9 filed June 30, 1995.
Item 28. Business and Other Connections of Investment Adviser.
Delaware International Advisers Ltd. ("Delaware
International") serves as investment manager to the International
Equity Series, the Global Bond Series, the Global Assets Series
and the Emerging Markets Series of the Registrant, The
International Equity Portfolio, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio and The Labor
Select International Equity Portfolio of Delaware Pooled Trust,
Inc., and the International Equity Series and Global Bond Series
of Delaware Group Premium Fund, Inc., and serves as sub-
investment manager to Delaware Group Global Dividend and Income
Fund, Inc., and provides investment advisory services to
institutional accounts, primarily retirement plans and endowment
funds.
The following persons serving as directors or officers
of Delaware International have held the following positions
during the past two years:
viii
Positions and Offices with Delaware
International Advisers Ltd.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
*Wayne A. Stork Chairman of the Board, Chief Executive
Officer and Director of Delaware
International Advisers Ltd.; President,
Chief Executive Officer, Chairman of the
Board and Director of the Registrant
and, with the exception of Delaware
Pooled Trust, Inc., each of the other
funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp.,
Delaware International Holdings Ltd. and
Founders Holdings, Inc.; Chairman of the
Board, President, Chief Executive
Officer, Chief Investment Officer and
Director of Delaware Management Company,
Inc.; Chairman of the Board and Director
of Delaware Pooled Trust, Inc., Delaware
Distributors, Inc., Delaware Capital
Management, Inc. and Delaware Investment
& Retirement Services, Inc.; and
Director of Delaware Service Company,
Inc.
**G. Roger H. Kitson Vice Chairman and Director of Delaware
International Advisers Ltd.
**David G. Tilles Managing Director, Chief Investment
Officer and Director of Delaware
International Advisers Ltd.
**John Emberson Secretary/Compliance Officer/Finance
Director and Director of Delaware
International Advisers Ltd.
* Business address is 1818 Market Street, Philadelphia, PA
19103.
** Business address is Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.
ix
Positions and Offices with Delaware
International Advisers Ltd.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
*David K. Downes Director of Delaware International
Advisers Ltd.; Senior Vice President,
Chief Administrative Officer, Chief
Financial Officer and Treasurer of
Delaware Management Holdings, Inc.;
Senior Vice President, Chief
Administrative Officer, Chief Financial
Officer of Delaware Management Company,
Inc., the Registrant and each of the
other funds in the Delaware Group;
Chairman and Director of Delaware
Management Trust Company; Senior Vice
President, Chief Financial Officer,
Treasurer and Director of DMH Corp.;
Senior Vice President and Chief
Administrative Officer of Delaware
Distributors, L.P.; Senior Vice
President, Chief Administrative Officer
and Director of Delaware Distributors,
Inc.; Senior Vice President, Chief
Administrative Officer, Chief Financial
Officer and Director of Delaware Service
Company, Inc.; Chief Financial Officer
and Director of Delaware International
Holdings Ltd.; Senior Vice President,
Chief Financial Officer and Treasurer of
Delaware Capital Management, Inc.;
Senior Vice President and Director of
Founders Holdings, Inc.; and Chief
Executive Officer and Director of
Delaware Investment & Retirement
Services, Inc.
Chief Executive Officer, Chief Financial
Officer and Treasurer of Forewarn, Inc.
since 1992, 8 Clayton Place, Newtown
Square, PA
* Business address is 1818 Market Street, Philadelphia, PA
19103.
** Business address is Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.
x
Positions and Offices with Delaware
International Advisers Ltd.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
*Winthrop S. Jessup Director of Delaware International
Advisers Ltd., Delaware Service Company,
Inc., Delaware Management Trust Company
and Delaware Investment & Retirement
Services, Inc.; Executive Vice President
of the Registrant and, with the
exception of Delaware Pooled Trust,
Inc., each of the other funds in the
Delaware Group and Delaware Management
Holdings, Inc.; President and Chief
Executive Officer of Delaware Pooled
Trust, Inc.; Executive Vice President
and Director of DMH Corp., Delaware
Management Company, Inc., Delaware
International Holdings Ltd. and Founders
Holdings, Inc.; Vice Chairman of
Delaware Distributors, L.P.; Vice
Chairman and Director of Delaware
Distributors, Inc.; and President and
Director of Delaware Capital Management,
Inc.
*Richard G. Unruh, Jr. Director of Delaware International
Advisers Ltd.; Executive Vice President
and Director of Delaware Management
Company, Inc.; Executive Vice President
of the Registrant and each of the other
funds in the Delaware Group; and Senior
Vice President of Delaware Management
Holdings, Inc.
Board of Directors, Chairman of Finance
Committee, Keystone Insurance Company
since 1989, 2040 Market Street,
Philadelphia, PA; Board of Directors,
Chairman of Finance Committee, Mid
Atlantic, Inc. since 1989, 2040 Market
Street, Philadelphia, PA
* Business address is 1818 Market Street, Philadelphia, PA
19103.
** Business address is Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.
xi
Positions and Offices with Delaware
International Advisers Ltd.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
*Richard J. Flannery Director of Delaware International
Advisers Ltd.; Managing
Director/Corporate Tax & Affairs of
Delaware Management Holdings, Inc., DMH
Corp., Delaware Management Company,
Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware
Management Trust Company, Delaware
Capital Management, Inc., Founders CBO
Corporation and Delaware Investment &
Retirement Services, Inc.; Vice
President of the Registrant and each of
the other funds in the Delaware Group;
Managing Director/Corporate & Tax
Affairs and Director of Founders
Holdings, Inc.; and Managing Director
and Director of Delaware International
Holdings 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
*John C. E. Campbell Director of Delaware International
Advisers Ltd.
* Business address is 1818 Market Street, Philadelphia, PA
19103.
** Business address is Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.
xii
Positions and Offices with Delaware
International Advisers Ltd.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
*George M. Chamberlain,
Jr. Director of Delaware International
Advisers Ltd.; Senior Vice President and
Secretary of the Registrant, each of the
other funds in the Delaware Group,
Delaware Distributors, L.P. and Delaware
Management Holdings, Inc.; Senior Vice
President, Secretary and Director of
Delaware Management Company, Inc., DMH
Corp., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware
Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.;
Executive Vice President, Secretary and
Director of Delaware Management Trust
Company; Corporate Vice President,
Secretary and Director of Founders
Holdings, Inc.; and Secretary and
Director of Delaware International
Holdings Ltd.
Director of ICI Mutual Insurance Co.
since 1992, P.O. Box 730, Burlington, VT
*George E. Deming Director of Delaware International
Advisers Ltd.
**Timothy W. Sanderson Senior Portfolio Manager, Deputy
Compliance Officer, Director Equity
Research and Director of Delaware
International Advisers Ltd.
**Clive A. Gillmore Senior Portfolio Manager, Director U.S.
Mutual Fund Liaison and Director of
Delaware International Advisers Ltd.
**Hamish O. Parker Senior Portfolio Manager, Director U.S.
Marketing Liaison and Director of
Delaware International Advisers Ltd.
* Business address is 1818 Market Street, Philadelphia, PA
19103.
** Business address is Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.
xiii
Positions and Offices with Delaware
International Advisers Ltd.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
**Ian G. Sims Senior Portfolio Manager, Deputy
Managing Director and Director of
Delaware International Advisers Ltd.
**Elizabeth A. Desmond Senior Portfolio Manager of Delaware
International Advisers Ltd.
**Gavin A. Hall Senior Portfolio Manager of Delaware
International Advisers Ltd.
* Business address is 1818 Market Street, Philadelphia, PA
19103.
** Business address is Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.
Delaware Management Company, Inc. ("DMC"), an affiliate of
Delaware International, serves as sub-investment manager to a
portion of the portfolio of the Global Assets Series and as
investment manager to other funds in the Delaware Group (Delaware
Group Delaware Fund, Inc., Delaware Group Trend Fund, Inc.,
Delaware Group Value Fund, Inc., Delaware Group DelCap Fund,
Inc., Delaware Group Decatur Fund, Inc., Delaware Group
Delchester High-Yield Bond Fund, Inc., Delaware Group Government
Fund, Inc., Delaware Group Limited-Term Government Funds, Inc.,
Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund,
Inc., DMC Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-
Free Money Fund, Inc., Delaware Group Premium Fund, Inc.,
Delaware Pooled Trust, Inc., Delaware Group Adviser Funds, Inc.,
Delaware Group Dividend and Income Fund, Inc. and Delaware Group
Global Dividend and Income Fund, Inc.) and provides investment
advisory services to institutional accounts, primarily retirement
plans and endowment funds. In addition, certain directors of DMC
also serve as directors/trustees of the other Delaware Group
funds, and certain officers are also officers of these other
funds. A company indirectly owned by DMC's parent company acts
as principal underwriter to the mutual funds in the Delaware
Group (see Item 29 below) and another such company acts as the
shareholder servicing, dividend disbursing and transfer agent for
all of the mutual funds in the Delaware Group.
The following persons serving as directors or officers of
DMC have held the following positions during the past two years:
xiv
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
Wayne A. Stork Chairman of the Board, President, Chief
Executive Officer, Chief Investment
Officer and Director of Delaware
Management Company, Inc.; President,
Chief Executive Officer, Chairman of the
Board and Director of the Registrant
and, with the exception of Delaware
Pooled Trust, Inc., each of the other
funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp.,
Delaware International Holdings Ltd. and
Founders Holdings, Inc.; Chairman of the
Board and Director of Delaware Pooled
Trust, Inc., Delaware Distributors,
Inc., Delaware Capital Management, Inc.
and Delaware Investment & Retirement
Services, Inc.; Chairman, Chief
Executive Officer and Director of
Delaware International Advisers Ltd.;
and Director of Delaware Service
Company, Inc.
Winthrop S. Jessup Executive Vice President and Director of
Delaware Management Company, Inc., DMH
Corp., Delaware International Holdings
Ltd. and Founders Holdings, Inc.;
Executive Vice President of the
Registrant and, with the exception of
Delaware Pooled Trust, Inc., each of the
other funds in the Delaware Group and
Delaware Management Holdings, Inc.;
President and Chief Executive Officer of
Delaware Pooled Trust, Inc.; Vice
Chairman of Delaware Distributors, L.P.;
Vice Chairman and Director of Delaware
Distributors, Inc.; Director of Delaware
Service Company, Inc., Delaware
Management Trust Company, Delaware
International Advisers Ltd. and Delaware
Investment & Retirement Services, Inc.;
and President and Director of Delaware
Capital Management, Inc.
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xv
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
Richard G. Unruh, Jr. Executive Vice President and Director of
Delaware Management Company, Inc.;
Executive Vice President of the
Registrant and each of the other funds
in the Delaware Group; Senior Vice
President of Delaware Management
Holdings, Inc.; 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, Mid
Atlantic, Inc. since 1989, 2040 Market
Street, Philadelphia, PA
Paul E. Suckow Executive Vice President/Chief
Investment Officer, Fixed Income of
Delaware Management Company, Inc., the
Registrant and each of the other funds
in the Delaware Group; Senior Vice
President/Chief Investment Officer,
Fixed Income of Delaware Management
Holdings, Inc.; Senior Vice President
and Director of Founders Holdings, Inc.;
and Director of Founders CBO Corporation
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xvi
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
David K. Downes Senior Vice President, Chief
Administrative Officer and Chief
Financial Officer of Delaware Management
Company, Inc., the Registrant and each
of the other funds in the Delaware
Group; Chairman and Director of Delaware
Management Trust Company; Senior Vice
President, Chief Administrative Officer,
Chief Financial Officer and Treasurer of
Delaware Management Holdings, Inc.;
Senior Vice President, Chief Financial
Officer, Treasurer and Director of DMH
Corp.; Senior Vice President and Chief
Administrative Officer of Delaware
Distributors, L.P.; Senior Vice
President, Chief Administrative Officer
and Director of Delaware Distributors,
Inc.; Senior Vice President, Chief
Administrative Officer, Chief Financial
Officer and Director of Delaware Service
Company, Inc.; Chief Financial Officer
and Director of Delaware International
Holdings Ltd.; Senior Vice President,
Chief Financial Officer and Treasurer of
Delaware Capital Management, Inc.;
Senior Vice President and Director of
Founders Holdings, Inc.; Chief Executive
Officer and Director of Delaware
Investment & Retirement Services, Inc.;
and Director of Delaware International
Advisers Ltd.
Chief Executive Officer, Chief
Financial Officer and Treasurer of
Forewarn, Inc. since 1992, 8
Clayton Place, Newtown Square, PA
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xvii
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
George M. Chamberlain,
Jr. Senior Vice President, Secretary and
Director of Delaware Management Company,
Inc., DMH Corp., Delaware Distributors,
Inc., Delaware Service Company, Inc.,
Delaware Capital Management, Inc. and
Delaware Investment & Retirement
Services, Inc.; Senior Vice President
and Secretary of the Registrant, each of
the other funds in the Delaware Group,
Delaware Distributors, L.P. and Delaware
Management Holdings, Inc.; Executive
Vice President, Secretary and Director
of Delaware Management Trust Company;
Secretary and Director of Delaware
International Holdings Ltd.; Corporate
Vice President, Secretary and Director
of Founders Holdings, Inc.; and Director
of Delaware International Advisers Ltd.
Director of ICI Mutual Insurance Co.
since 1992, P.O. Box 730, Burlington, VT
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xviii
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
Richard J. Flannery Managing Director/Corporate Tax &
Affairs of 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, Delaware
Capital Management, Inc., Founders CBO
Corporation and Delaware Investment &
Retirement Services, Inc.; Vice
President of the Registrant and each of
the other funds in the Delaware Group;
Managing Director/Corporate Tax &
Affairs and Director of Founders
Holdings, Inc.; Managing Director and
Director of Delaware International
Holdings Ltd.; and Director of Delaware
International Advisers 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(1) Vice President and Treasurer of Delaware
Management Company, Inc., the
Registrant, each of the other funds in
the Delaware Group, Delaware
Distributors, L.P., Delaware
Distributors, Inc., Delaware Service
Company, Inc., Founders Holdings, Inc.
and Founders CBO Corporation; and Vice
President and Manager of Investment
Accounting of Delaware International
Holdings Ltd.
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xix
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
Eric E. Miller Vice President and Assistant Secretary
of Delaware Management Company, Inc.,
the Registrant, each of the other funds
in the Delaware Group, 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.
Richelle S. Maestro Vice President and Assistant Secretary
of Delaware Management Company, Inc.,
the Registrant, each of the other funds
in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp.,
Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust
Company, Delaware Capital Management,
Inc., Delaware Investment & Retirement
Services, Inc. and Founders Holdings,
Inc.; and Assistant Secretary of
Founders CBO Corporation and Delaware
International Holdings Ltd.
General Partner of Tri-R Associates
since 1989, 10001 Sandmeyer Ln.,
Philadelphia, PA
John M. Zerr(2) Vice President and Assistant Secretary
of Delaware Management Company, Inc.,
the Registrant, each of the other funds
in the Delaware Group, DMH Corp.,
Delaware Distributors, L.P., Delaware
Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.
Secretary and Counsel of Renovisions,
Inc. since 1990, 4284 South Dixi Road,
Resaca, GA
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xx
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
Joseph H. Hastings Vice President/Corporate Controller of
Delaware Management Company, Inc., the
Registrant, each of the other funds in
the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware
Distributors, Inc., Delaware Service
Company, Inc., Delaware Capital
Management, Inc., Founders Holdings,
Inc. and Delaware International Holdings
Ltd.; Executive Vice President, Chief
Financial Officer and Treasurer of
Delaware Management Trust Company; Chief
Financial Officer and Treasurer of
Delaware Investment & Retirement
Services, Inc.; and Assistant Treasurer
of Founders CBO Corporation
Bruce A. Ulmer Vice President/Director of Internal
Audit of Delaware Management Company,
Inc., the Registrant, each of the other
funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp. and
Delaware Management Trust Company; and
Vice President/Internal Audit of
Delaware Investment & Retirement
Services, Inc.
Steven T. Lampe(3) Vice President/Taxation of Delaware
Management Company, Inc., the
Registrant, each of the other funds in
the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware
Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust
Company, Founders Holdings, Inc.,
Founders CBO Corporation, Delaware
Investment & Retirement Services, Inc.
and Delaware Capital Management, Inc.
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxi
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
Lisa O. Brinkley(4) Vice President/Compliance of Delaware
Management Company, Inc., the
Registrant, each of the other funds in
the Delaware Group, 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.
Rosemary E. Milner Vice President/Legal of Delaware
Management Company, Inc., the
Registrant, each of the other funds in
the Delaware Group, Delaware
Distributors, L.P. and Delaware
Distributors, Inc.
Douglas L. Anderson Vice President/Operations of Delaware
Management Company, Inc., Delaware
Service Company, Inc. and Delaware
Investment & Retirement Services, Inc.;
and Vice President/Operations and
Director of Delaware Management Trust
Company
Michael T. Taggart Vice President/Facilities Management and
Administrative Services of Delaware
Management Company, Inc.
Gerald T. Nichols Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt
funds, the fixed income funds and the
closed-end funds in the Delaware Group;
Vice President of Founders Holdings,
Inc.; and Treasurer and Director of
Founders CBO Corporation
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxii
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
J. Michael Pokorny Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt
funds and the fixed income funds in the
Delaware Group
Gary A. Reed Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt
funds and the fixed income funds in the
Delaware Group and Delaware Capital
Management, Inc.
Paul A. Matlack Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt
funds, the fixed income funds and the
closed-end funds in the Delaware Group;
Vice President of Founders Holdings,
Inc.; and Secretary and Director of
Founders CBO Corporation
Patrick P. Coyne Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt
funds and the fixed income funds in the
Delaware Group
Roger A. Early(5) Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt
funds and the fixed income funds in the
Delaware Group
Edward N. Antoian Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant and each of the equity
funds in the Delaware Group
General Partner of Zeke Investment
Partners since 1991, 569 Canterbury
Lane, Berwyn, PA
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxiii
Positions and Offices with Delaware
Management Comapany, Inc.
Name and Principal and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ --------------------------------------
John B. Fields Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant, each of the equity funds
in the Delaware Group and Delaware
Capital Management, Inc.
David C. Dalrymple Vice President/Senior Portfolio Manager
of Delaware Management Company, Inc.,
the Registrant and each of the equity
funds in the Delaware Group
Faye P. Staples(6) Vice President/Human Resources of
Delaware Management Company, Inc.,
Delaware Distributors, L.P. and Delaware
Distributors, Inc.; and Vice
President/Director of Human Resources of
Delaware Service Company, Inc.
Daniel H. Carlson(7) Vice President/Marketing Manager of
Delaware Management Company, Inc.
(1) VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS,
Bankers Trust and VICE PRESIDENT, CS First Boston Investment
Management prior to June 1995.
(2) ATTORNEY, Ballard, Spahr, Andrews and Ingersoll prior to
July 1995.
(3) TAX MANAGER, Price Waterhouse prior to October 1995.
(4) VICE PRESIDENT AND COMPLIANCE OFFICER, Banc One Securities
Corporation prior to June 1994 and ASSISTANT VICE PRESIDENT
AND COMPLIANCE OFFICER, Aetna Life and Casualty prior to
March 1993.
(5) SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER, Federated
Investors prior to July 1994.
(6) VICE PRESIDENT/HUMAN RESOURCES, Nova Care prior to September
1995.
(7) PRINCIPAL AND CONSULTANT, Buck Consultants prior to October
1995.
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxiv
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 director, officer or
partner of principal underwriter:
Positions and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter Registrant
- ------------------ ------------- -------------
Delaware Distributors,
Inc. General Partner None
Delaware Management Sub-Investment
Company, Inc. Limited Partner Manager to Global
Assets Series
Delaware Capital
Management, Inc. Limited Partner None
Winthrop S. Jessup Vice Chairman Executive Vice
President
Keith E. Mitchell President and None
Chief Executive
Officer
David K. Downes Senior Vice Senior Vice
President and President/
Chief Chief
Administrative Administrative
Officer Officer/Chief
Financial Officer
George M. Chamberlain,
Jr. Senior Vice Senior Vice
President/ President/
Secretary Secretary
J. Lee Cook Senior Vice None
President/Eastern
Sales Division
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxv
Positions and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter Registrant
- ------------------ ------------- --------------
Thomas E. Sawyer Senior Vice None
President/
Western Sales
Division
Stephen H. Slack Senior Vice None
President/
Wholesaler
William F. Hostler Senior Vice None
President/
Marketing Services
Dana B. Hall Senior Vice None
President/
Key Accounts
Minette van Noppen Senior Vice None
President/
Retirement Services
J. Chris Meyer Senior Vice
President/
Product Development None
Richard J. Flannery Managing Director/ Vice
Corporate President
& Tax Affairs
Eric E. Miller Vice President/ Vice President/
Assistant Assistant
Secretary Secretary
Richelle S. Maestro Vice President/ Vice President/
Assistant Assistant
Secretary Secretary
John M. Zerr Vice President/ Vice President/
Assistant Assistant
Secretary Secretary
Michael P. Bishof Vice President/ Vice President/
Treasurer Treasurer
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxvi
Positions and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter Registrant
- ------------------ ------------- -------------
Joseph H. Hastings Vice President/ Vice President/
Corporate Corporate
Controller Controller
Steven T. Lampe Vice President/ Vice
Taxation President/
Taxation
Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance
Rosemary E. Milner Vice President/ Vice
Legal President/Legal
Daniel H. Carlson Vice President/ None
Marketing
Diane M. Anderson Vice President/ None
Retirement Services
Denise F. Guerriere Vice President/ None
Client Services
Julia R. Vander Els Vice President/ None
Client Services
Jerome J. Alrutz Vice President/ None
Client Services
Joanne A. Mettenheimer Vice President/ None
National Accounts
Christopher H. Price Vice President/ None
Annuity
Marketing &
Administration
Thomas S. Butler Vice President/ None
DDI Administration
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxvii
Positions and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter Registrant
- ------------------ -------------- --------------
Steven J. DeAngelis Vice President/ None
Product
Development
Susan T. Friestedt Vice President/ None
Customer
Service
Dinah J. Huntoon Vice President/ None
National
Accounts
Ellen M. Krott Vice President/ None
Communications
Holly W. Riemel Vice President/ None
Telemarketing
Frank Albanese Vice President/ None
Wholesaler
William S. Carroll Vice President/ None
Wholesaler
William S. Castetter Vice President/ None
Wholesaler
Thomas J. Chadie Vice President/ None
Wholesaler
Douglas R. Glennon Vice President/ None
Wholesaler
Alan D. Kessler Vice President/ None
Wholesaler
William M. Kimbrough Vice President/ None
Wholesaler
* Business address of each is 1818 Market Street,
Philadelphia, PA 19103.
xxviii
Positions and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter Registrant
- ------------------ -------------- --------------
Mac McAuliffe Vice President/ None
Wholesaler
Patrick L. Murphy Vice President/ None
Wholesaler
Henry W. Orvin Vice President/ None
Wholesaler
Philip G. Rickards Vice President/ None
Wholesaler
Michael W. Rose Vice President/ None
Wholesaler
Robert E. Stansbury Vice President/ None
Wholesaler
Larry D. Stone Vice President/ None
Wholesaler
Faye P. Staples Vice President/ None
Human Resources
* 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.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Not Applicable.
(b) The Registrant hereby undertakes to file a post-
effective amendment, using financial statements which
need not be certified, within four to six months from
the initial public offering of shares of the Emerging
Markets Series.
xxix
(c) The Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's latest 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 director when requested
in writing to do so by the record holders of not less
than 10% of the outstanding shares.
xxx
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 16th day of May, 1996.
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
By /s/Wayne A. Stork
Wayne A. Stork
Chairman of the Board, President,
Chief Executive Officer and Director
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:
Signature Title Date
Chairman of the Board,
President,
/s/Wayne A. Stork Chief Executive Officer
Wayne A. Stork and Director May 16, 1996
Senior Vice President/
Chief Financial
Officer/Chief
Administrative Officer
(Principal Financial Officer
/s/David K. Downes and Principal Accounting
David K. Downes Officer) May 16, 1996
/s/Walter P. Babich* Director May 16, 1996
Walter P. Babich
/s/Anthony D. Knerr* Director May 16, 1996
Anthony D. Knerr
/s/Ann R. Leven* Director May 16, 1996
Ann R. Leven
/s/W. Thacher
Longstreth* Director May 16, 1996
W. Thacher
Longstreth
/s/Charles E. Peck* Director May 16, 1996
Charles E. Peck
*By /s/Wayne A. Stork
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
Exhibit No. Exhibit
EX-99.B1B Executed Articles Supplementary (April 30,
1996)
EX-99.B5B Executed Investment Management Agreement
(May 1, 1996) on behalf of Emerging Markets
Series
EX-99.B6AIII Executed Distribution Agreement (May 1,
1996) on behalf of Emerging Markets Series
EX-99.B8A Form of Custodian Agreement (1996) on
behalf of each Series
EX-99.B8B Form of Securities Lending Agreement (1996)
EX-99.B9B Executed Shareholders Services Agreement
(May 1, 1996) on behalf of Emerging Markets
Series
EX-99.B15D Plan under Rule 12b-1 for Class A of
Emerging Markets Series (May 1, 1996)
EX-99.B15E Plan under Rule 12b-1 for Class B of
Emerging Markets Series (May 1, 1996)
EX-99.B15F Plan under Rule 12b-1 for Class C of
Emerging Markets Series (May 1, 1996)
EX-99.B18 Plan under Rule 18f-3 (as amended effective
(Module Name May 1, 1996)
MOD18F3)
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
Delaware Group Global & International Funds, Inc., a
Maryland corporation having its principal office in Baltimore,
Maryland (the "Corporation"), hereby certifies, in accordance
with Section 2-208 and Section 2.208.1 of the Maryland General
Corporation Law, to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation has authority to issue a
total of Five Hundred Million (500,000,000) shares of common
stock with a par value of One Cent ($0.01) per share of the
Corporation ("Common Stock"), having an aggregate par value of
Five Million Dollars ($5,000,000). Of such Five Hundred Million
(500,000,000) shares of Common Stock, One Hundred Fifty Million
(150,000,000) shares have been allocated to each of the
International Equity Series, Global Assets Series and Global Bond
Series of the Common Stock. Fifty Million (50,000,000) shares of
the International Equity Series of the Common Stock have been
allocated to each of the International Equity Fund A Class and
the International Equity Fund Institutional Class, and Twenty-
Five Million (25,000,000) shares of the International Equity
Series of the Common Stock have been allocated to each of the
International Equity Fund B Class and the International Equity
Fund C Class. Fifty Million (50,000,000) shares of the Global
Assets Series of the Common Stock have been allocated to each of
the Global Assets Fund A Class and Global Assets Fund
Institutional Class, and Twenty-Five Million (25,000,000) shares
of the Global Assets Series of the Common Stock have been
allocated to the Global Assets Fund B Class and the Global Assets
Fund C Class. Fifty Million (50,000,000) shares of the Global
Bond Series of the Common Stock have been allocated to each of
the Global Bond Fund A Class and the Global Bond Fund
Institutional Class, and Twenty-Five Million (25,000,000) shares
of the Global Bond Series of the Common Stock have been allocated
to each of the Global Bond Fund B Class and the Global Bond Fund
C Class.
SECOND: The Board of Directors of the Corporation, at
a meeting held on April 18, 1996, adopted resolutions increasing
the aggregate number of shares of Common Stock that the
Corporation has authority to issue from 500 Million (500,000,000)
shares to One Billion (1,000,000,000) shares, designating one
additional series of the Corporation's Common Stock as the
Emerging Markets Series, and classifying and allocating One
Hundred Fifty Million (150,000,000) shares of authorized,
unissued and unclassified Common Stock to the Emerging Markets
Series. Of such One Hundred Fifty Million (150,000,000) shares
of the Common Stock, Fifty Million (50,000,000) shares of the
Emerging Markets Series of the Common Stock have been allocated
to each of the Emerging Markets Fund A Class and Emerging Markets
Fund Institutional Class, and Twenty-Five Million (25,000,000)
shares of the Emerging Markets Series of the Common Stock have
been allocated to each of the Emerging Markets Fund B Class and
the Emerging Markets Fund C Class.
THIRD: As a result of the aforesaid increase in the
authorized Common Stock and classifications, the Corporation has
authority to issue One Billion (1,000,000,000) shares of Common
Stock, having an aggregate par value of Ten Million Dollars
($10,000,000). Of such One Billion (1,000,000,000) shares of
Common Stock, Six Hundred Million (600,000,000) shares have been
allocated to the Common Stock series of the Common Stock as
follows: One Hundred Fifty Million (150,000,000) shares have
been allocated to each of the International Equity Series, Global
Assets Series, Global Bond Series and Emerging Markets Series.
Fifty Million (50,000,000) shares of the International Equity
Series of the Common Stock have been allocated to each of the
International Equity Fund A Class and the International Equity
Fund Institutional Class, and Twenty-Five Million (25,000,000)
shares of the International Equity Series of the Common Stock
have been allocated to each of International Equity Fund B Class
and the International Equity Fund C Class. Fifty Million
(50,000,000) shares of the Global Assets Series of the Common
Stock have been allocated to each of the Global Assets Fund A
Class and Global Assets Fund Institutional Class, and Twenty-Five
Million (25,000,000) shares of the Global Assets Series of the
Common Stock have been allocated to each of the Global Assets
Fund B Class and the Global Assets Fund C Class. Fifty Million
(50,000,000) shares of the Global Bond Series of the Common Stock
have been allocated to each of the Global Bond Fund A Class and
the Global Bond Fund Institutional Class, and Twenty-Five Million
(25,000,000) shares of the Global Bond Series of the Common Stock
have been allocated to each of the Global Bond Fund B Class and
the Global Bond Fund C Class. Fifty Million (50,000,000) shares
of the Emerging Markets Series of the Common Stock have been
allocated to each of the Emerging Markets Fund A Class and the
Emerging Markets Fund Institutional Class, and Twenty-Five
Million (25,000,000) shares of the Emerging Markets Series of the
Common Stock have been allocated to each of the Emerging Markets
Fund B Class and the Emerging Markets Fund C Class.
FOURTH: The shares of the Emerging Markets Fund A
Class, the Emerging Markets Fund B Class, the Emerging Markets
Fund C Class and the Emerging Markets Fund Institutional Class of
the Emerging Markets Series shall represent proportionate
interests in the same portfolio of investments. The shares of
the Emerging Markets Fund A Class, the Emerging Markets Fund B
Class, the Emerging Markets Fund C Class and the Emerging Markets
Fund Institutional Class of the Emerging Markets Series shall
have the same preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption, all as set
forth in the Articles of Incorporation of the Corporation, except
for the differences hereinafter set forth:
1. The dividends and distributions of investment
income and capital gains with respect to shares of the Emerging
Markets Fund A Class, the Emerging Markets Fund B Class, the
Emerging Markets Fund C Class and the Emerging Markets Fund
Institutional Class of the Emerging Markets Series of the Common
Stock shall be in such amounts as may be declared from time to
time by the Board of Directors, and such dividends and
distributions may vary with respect to each such class from the
dividends and distributions of investment income and capital
gains with respect to the other classes of the Emerging Markets
Series of the Common Stock, to reflect differing allocations of
the expenses of the Corporation among the classes and any
resultant difference among the net asset values per share of the
classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment
income and capital gains and expenses and liabilities of the
Emerging Markets Series among its four classes of Common Stock
shall be determined by the Board of Directors in a manner that is
consistent with the orders, as applicable, dated April 10, 1987
and September 6, 1994 (Investment Company Act of 1940 Release
Nos. 15675 and 20529) issued by the Securities and Exchange
Commission, and any amendments to such orders, any existing or
future order or any Multiple Class Plan adopted by the
Corporation in accordance with Rule 18f-3 under the Investment
Company Act of 1940, as amended, that modifies or supersedes such
orders.
2. Except as may otherwise be required by law,
pursuant to any applicable order, rule or interpretation issued
by the Securities and Exchange Commission, or otherwise, the
holders of shares of the Emerging Markets Fund A Class, the
Emerging Markets Fund B Class, the Emerging Markets Fund C Class
and the Emerging Markets Fund Institutional Class of the Emerging
Markets Series of the Common Stock shall have
(i) exclusive voting rights with respect to any matter
submitted to a vote of stockholders that affects only holders of
shares of the Emerging Markets Fund A Class, the Emerging Markets
Fund B Class, the Emerging Markets Fund C Class and the Emerging
Markets Fund Institutional Class of the Emerging Markets Series,
respectively, including, without limitation, the provisions of
any Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (a "Distribution
Plan"), applicable to shares of the Emerging Markets Fund A
Class, the Emerging Markets Fund B Class and the Emerging Markets
Fund C Class, and (ii) no voting rights with respect to the
provisions of any Distribution Plan applicable to any other class
of the Emerging Markets Series of the Common Stock or with regard
to any other matter submitted to a vote of stockholders which
does not affect holders of shares of the Emerging Markets Fund A
Class, the Emerging Markets Fund B Class and the Emerging Markets
Fund C Class.
3. (a) Other than shares described in paragraph
(3)(b) herein, each share of the Emerging Markets Fund B Class
shall be converted automatically, and without any action or
choice on the part of the holder thereof, into shares of the
Emerging Markets Fund A Class on the Conversion Date. The term
"Conversion Date" when used herein shall mean a date set forth in
the prospectus of the Emerging Markets Fund B Class, as such
prospectus may be amended from time to time, that is no later
than three months after either (i) the date on which the eighth
anniversary of the date of issuance of the share occurs, or (ii)
any such other anniversary date as may be determined by the Board
of Directors and set forth in the prospectus of the Emerging
Markets Fund B Class, as such prospectus may be amended from time
to time; provided that any such other anniversary date determined
by the Board of Directors shall be a date that will occur prior
to the anniversary date set forth in clause (i) and any such
other date theretofore determined by the Board of Directors
pursuant to this clause (ii); but further provided that, subject
to the provisions of the next sentence, for any shares of the
Emerging Markets Fund B Class acquired through an exchange, or
through a series of exchanges, as permitted by the Corporation as
provided in the prospectus of the Emerging Markets Fund B Class,
as such prospectus may be amended from time to time, from another
investment company or another series of the Corporation (an
"eligible investment company"), the Conversion Date shall be the
conversion date applicable to the shares of stock of the eligible
investment company originally subscribed for in lieu of the
Conversion Date of any stock acquired through exchange if such
eligible investment company issuing the stock originally
subscribed for had a conversion feature, but not later than the
Conversion Date determined under (i) above. For the purpose of
calculating the holding period required for conversion, the date
of issuance of a share of the Emerging Markets Fund B Class shall
mean (i) in the case of a share of the Emerging Markets Fund B
Class obtained by the holder thereof through an original
subscription to the Corporation, the date of the issuance of such
share of the Emerging Markets Fund B Class, or (ii) in the case
of a share of the Emerging Markets Fund B Class obtained by the
holder thereof through an exchange, or through a series of
exchanges, from an eligible investment company, the date of
issuance of the share of the eligible investment company to which
the holder originally subscribed.
(b) Each share of the Emerging Markets Fund B
Class (i) purchased through the automatic reinvestment of a
dividend or distribution with respect to the Emerging Markets
Fund B Class or the corresponding class of any other investment
company or of any other series of the Corporation issuing such
class of shares or (ii) issued pursuant to an exchange privilege
granted by the Corporation in an exchange or series of exchanges
for shares originally purchased through the automatic
reinvestment of a dividend or distribution with respect to shares
of capital stock of an eligible investment company shall be
segregated in a separate sub-account on the stock records of the
Corporation for each of the holders of record thereof. On any
Conversion Date, a number of the shares held in the separate sub-
account of the holder of record of the share or shares being
converted, calculated in accordance with the next following
sentence, shall be converted automatically, and without any
action or choice on the part of the holder, into shares of the
Emerging Markets Fund A Class. The number of shares in the
holder's separate sub-account so converted shall (i) bear the
same ratio to the total number of shares maintained in the
separate sub-account on the Conversion Date (immediately prior to
conversion) as the number of shares of the holder converted on
the Conversion Date pursuant to paragraph (3)(a) hereof bears to
the total number of Emerging Markets Fund B Class shares of the
holder on the Conversion Date (immediately prior to conversion)
after subtracting the shares then maintained in the holder's
separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board
of Directors and set forth in the prospectus of the Emerging
Markets Fund B Class, as such prospectus may be amended from time
to time.
(c) The number of shares of the Emerging Markets
Fund A Class into which a share of the Emerging Markets Fund B
Class is converted pursuant to paragraphs 3(a) and 3(b) hereof
shall equal the number (including for this purpose fractions of a
share) obtained by dividing the net asset value per share of the
Emerging Markets Fund B Class for purposes of sales and
redemption thereof on the Conversion Date by the net asset value
per share of the Emerging Markets Fund A Class for purposes of
sales and redemption thereof on the Conversion Date.
(d) On the Conversion Date, the shares of the
Emerging Markets Fund B Class converted into shares of the
Emerging Markets Fund A Class will no longer be deemed
outstanding and the rights of the holders thereof (except the
right to receive (i) the number of shares of the Emerging Markets
Fund A Class into which the shares of the Emerging Markets Fund B
Class have been converted and (ii) declared but unpaid dividends
to the Conversion Date or such other date set forth in the
prospectus of the Emerging Markets Fund B Class, as such
prospectus may be amended from time to time and (iii) the right
to vote converting shares of the Emerging Markets Fund B Class
held as of any record date occurring on or before the Conversion
Date and theretofore set with respect to any meeting held after
the Conversion Date) will cease. Certificates representing
shares of the Emerging Markets Fund A Class resulting from the
conversion need not be issued until certificates representing
shares of the Emerging Markets Fund B Class converted, if issued,
have been received by the Corporation or its agent duly endorsed
for transfer.
(e) The automatic conversion of the Emerging
Markets Fund B Class into the Emerging Markets Fund A Class, as
set forth in paragraphs 3(a) and 3(b) of this Article FOURTH
shall be suspended at any time that the Board of Directors
determines (i) that there is not available a reasonably
satisfactory opinion of counsel to the effect that (x) the
assessment of the higher fee under the Distribution Plan with
respect to the Emerging Markets Fund B Class does not result in
the Corporation's dividends or distributions constituting a
"preferential dividend" under the Internal Revenue Code of 1986,
as amended, and (y) the conversion of the Emerging Markets Fund B
Class does not constitute a taxable event under federal income
tax law, or (ii) any other condition to conversion set forth in
the prospectus of the Emerging Markets Fund B Class, as such
prospectus may be amended from time to time, is not satisfied.
(f) The automatic conversion of the Emerging
Markets Fund B Class into Emerging Markets Fund A Class, as set
forth in paragraphs 3(a) and 3(b) hereof, may also be suspended
by action of the Board of Directors at any time that the Board of
Directors determines such suspension to be appropriate in order
to comply with, or satisfy the requirements of the Investment
Company Act of 1940, as amended, and in effect from time to time,
or any rule, regulation or order issued thereunder relating to
voting by the holders of the Emerging Markets Fund B Class on any
Distribution Plan with respect to, as relevant, the Emerging
Markets Fund A Class and in effect from time to time, and in
connection with, or in lieu of, any such suspension, the Board of
Directors may provide holders of the Emerging Markets Fund B
Class with alternative conversion or exchange rights into other
classes of stock of the Corporation in a manner consistent with
the law, rule, regulation or order giving rise to the possible
suspension of the conversion right.
4. The shares of the Emerging Markets Fund C Class
and the Emerging Markets Fund Institutional Class shall not
automatically convert into shares of the Emerging Markets Fund A
Class of the Emerging Markets Series of the Common Stock as do
the shares of the Emerging Markets B Class of the Emerging
Markets Series of the Common Stock.
FIFTH: The shares of the Emerging Markets Fund A
Class, the Emerging Markets Fund B Class, the Emerging Markets
Fund C Class and the Emerging Markets Fund Institutional Class of
the Emerging Markets Series have been classified by the Board of
Directors pursuant to authority contained in the Articles of
Incorporation of the Corporation.
SIXTH: The Corporation is registered as an open-end
company under the Investment Company Act of 1940, as amended.
SEVENTH: The total number of shares of Common Stock
that the Corporation has authority to issue has been increased by
the Board of Directors in accordance with Section 2-105(c) of the
Maryland General Corporation Law.
EIGHTH: These Articles Supplementary shall become
effective on April 30, 1996.
IN WITNESS WHEREOF, Delaware Group Global &
International Funds, Inc. has caused these Articles Supplementary
to be signed in its name and on its behalf this 29th day of
April, 1996.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
By: /s/ George M. Chamberlain, Jr.
----------------------------------
George M. Chamberlain, Jr.
Senior Vice President and
Secretary
ATTEST:
/s/ Eric E. Miller
- -------------------
Eric E. Miller
Vice President and Assistant Secretary
THE UNDERSIGNED, Senior Vice President and Secretary of
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC., who executed
on behalf of said Corporation the foregoing Articles
Supplementary, of which this instrument is made a part, hereby
acknowledges, in the name of and on behalf of said Corporation,
said Articles Supplementary to be the corporate act of said
Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set
forth therein with respect to the authorization and approval
thereof are true in all material respects, under the penalties of
perjury.
/s/ George M. Chamberlain, Jr.
------------------------------
George M. Chamberlain, Jr.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
EMERGING MARKETS SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC., a Maryland corporation (the "Fund"), for
the EMERGING MARKETS SERIES (the "Series") and DELAWARE
INTERNATIONAL ADVISERS LTD., a U.K. company (the "Investment
Manager").
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.
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, shall
effect the purchase and sale of investments in furtherance of the
Series' objectives and policies and shall furnish the Board of
Directors of the Fund with such information and reports regarding
the Series' investments as the Investment Manager deems appropriate
or as the Directors 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.
3. (a) Subject to the primary objective of obtaining the
best available prices and execution, the Investment Manager will
place orders for the purchase and sale of portfolio securities with
such broker/dealers 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
International Advisers Ltd. is investment manager, shall only
receive orders for the purchase or sale of 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 Directors 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 and 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 (at an annual rate) equal to 1.25% of
the daily average net assets of the Series during the month.
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.
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 if approved by the vote of a majority of
the outstanding voting securities of the Series. It shall continue
in effect for a period of two years and may be renewed thereafter
only so long as such renewal and continuance is specifically
approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Series and
only if the terms and the renewal hereof have been approved by the
vote of a majority of the Directors of the Fund, who are not
parties hereto or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such
approval. 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
Directors 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 a
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, 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 1st day of May, 1996.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC. for the EMERGING MARKETS
SERIES
Attest:
/s/ Eric E. Miller By: /s/Wayne A. Stork
- ------------------ ----------------------
Eric E. Miller Wayne A. Stork
Vice President Chairman/President and
Assistant Secretary Chief Executive Officer
DELAWARE INTERNATIONAL ADVISERS LTD.
Attest:
/s/ John Emberson By: /s/ David G. Tilles
- ----------------- -----------------------
John Emberson David G. Tilles
Managing Director, Chief Investment
Officer and Director
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
EMERGING MARKETS SERIES
DISTRIBUTION AGREEMENT
Distribution Agreement (the "Agreement") made as of
this 1st day of May, 1996 by and between DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC., a Maryland corporation (the "Fund"),
for the EMERGING MARKETS 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 parties hereto have determined to enter
into an agreement pursuant to which the Distributor will be the
national distributor of the Series' Emerging Markets Fund A Class
(the "Class A Shares"), the Series' Emerging Markets Fund B Class
(the "Class B Shares"), the Series' Emerging Markets Fund C Class
(the "Class C Shares") and the Series' Emerging Markets Fund
Institutional Class (the "Institutional Class Shares"), which
classes may do business under these or such other names as the
Board of Directors may designate from time to time, on the terms
and conditions set forth below,
NOW, THEREFORE, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. The Fund hereby engages the Distributor to promote the
distribution of the 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.
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 Prospectuses contained therein and the
Statement of Additional Information contained therein, as may be
mutually determined by the Fund and the Distributor from time to
time.
(b) For the Institutional Class Shares, the Distributor
will bear all costs of financing any activity which is primarily
intended to result in the sale of that class of shares,
including, but not necessarily limited to, advertising,
compensation of underwriters, dealers and sales personnel, the
printing and mailing of sales literature and distribution of that
class of shares.
(c) For its services as agent for the Class A Shares, 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 relevant Prospectus from time to time and
may allow concessions to dealers in such amounts and on such
terms as are therein set forth.
(d) For the Class A Shares, 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 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 stock at the option of its stockholders, or
to sell stock to existing stockholders to the extent of dividends
payable from time to time in cash, or to split up or combine its
outstanding shares of common stock; (4) to offer shares for cash
to its stockholders as a whole, by the use of transferable rights
or otherwise, and to sell and issue shares pursuant to such
offers; and (5) to act as its own distributor in any jurisdiction
in which the Distributor is not registered as a broker-dealer.
4. The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company, and any and all 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 the Distributor as
soon as reasonably practicable true copies of its periodic
reports to stockholders;
(3) will promptly advise the Distributor in person or
by telephone or telegraph, and promptly confirm such advice in
writing, (a) when any amendment or supplement to the Registration
Statement becomes effective, (b) of any request by the SEC for
amendments or supplements to the Registration Statement or the
Prospectuses or for additional information, and (c) of the
issuance by the SEC of any Stop Order suspending the
effectiveness of the Registration Statement, or the initiation of
any proceedings for that purpose;
(4) if at any time the SEC shall issue any Stop Order
suspending the effectiveness of the Registration Statement, will
make every reasonable effort to obtain the lifting of such order
at the earliest possible moment;
(5) will from time to time, use its best effort to
keep a sufficient supply of Series' shares authorized, any
increases being subject to approval of the Fund's shareholders as
may be required;
(6) before filing any further amendment to the
Registration Statement or to the Prospectuses, will furnish the
Distributor copies of the proposed amendment and will not, at any
time, whether before or after the effective date of the
Registration Statement, file any amendment to the Registration
Statement or supplement to the Prospectuses of which the
Distributor shall not previously have been advised or to which
the Distributor shall reasonably object (based upon the accuracy
or completeness thereof) in writing;
(7) will continue to make available to its
stockholders (and forward copies to the Distributor) of such
periodic, interim and any other reports as are now, or as
hereafter may be, required by the provisions of the Investment
Company Act of 1940; and
(8) will, for the purpose of computing the offering
price of 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 common stock outstanding, determined in
accordance with any applicable provisions of law and the
provisions of the Articles of Incorporation, as amended, of the
Fund as of the close of business on such business day. In the
event that prices are to be calculated more than once daily, the
Fund will promptly advise the Distributor of the time of each
calculation and the price computed at each such time.
6. The Distributor agrees to submit to the Fund, prior to its
use, the form of all sales literature proposed to be generally
disseminated by or for the Distributor, all advertisements
proposed to be used by the Distributor, all sales literature or
advertisements prepared by or for the Distributor for such
dissemination or for use by others in connection with the sale of
the 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 Prospectuses, as amended
from time to time, determined in accordance with any applicable
provision of law, the provisions of its Articles of Incorporation
and the Rules of Fair Practice of the National Association of
Securities Dealers, Inc.
8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of 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 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 Prospectuses, the
Statement of Additional Information, and all amendments,
supplements and replacements thereto. The Fund will pay all costs
incurred in the preparation of the Fund's Registration Statement,
including typesetting, the costs incurred in printing and mailing
Prospectuses and Annual, Semi-Annual and other financial reports
to its own shareholders and fees and expenses of counsel and
accountants.
(b) The Distributor will pay the costs incurred in printing
and mailing copies of Prospectuses to prospective investors.
(c) The Distributor will pay advertising and promotional
expenses, including the costs of literature sent to prospective
investors.
(d) The Fund will pay the costs and fees incurred in
registering or qualifying the 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, 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 Directors 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 Directors of the Fund, who are not parties
hereto or interested persons of any such party, cast in person at
a meeting called for the purpose of voting on such approval.
(b) The Distributor may terminate this Agreement on written
notice to the Fund at any time in case the effectiveness of the
Registration Statement shall be suspended, or in case Stop Order
proceedings are initiated by the SEC in respect of the
Registration Statement and such proceedings are not withdrawn or
terminated within thirty days. The Distributor may also terminate
this Agreement at any time by giving the Fund written notice of
its intention to terminate the Agreement at the expiration of
three months from the date of delivery of such written notice of
intention to the Fund.
(c) The Fund may terminate this Agreement at any time on at
least thirty days prior written notice to the Distributor (1) if
proceedings are commenced by the Distributor or any of its
stockholders for the Distributor's liquidation or dissolution or
the winding up of the Distributor's affairs; (2) if a receiver or
trustee of the Distributor or any of its property is appointed
and such appointment is not vacated within thirty days
thereafter; (3) if, due to any action by or before any court or
any federal or state commission, regulatory body, or
administrative agency or other governmental body, the Distributor
shall be prevented from selling securities in the United States
or because of any action or conduct on the Distributor's part,
sales of the shares are not qualified for sale. The Fund may also
terminate this Agreement at any time upon prior written notice to
the Distributor of its intention to so terminate at the
expiration of three months from the date of the delivery of such
written notice to the Distributor.
15. The validity, interpretation and construction of this
Agreement, and of each part hereof, will be governed by the laws
of the Commonwealth of Pennsylvania.
<PAGE>
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/ Eric E. Miller By: /s/ Keith E. Mitchell
- ---------------------- -------------------------
Name: Eric E. Miller Name: Keith E. Mitchell
Title: Vice President/ Title: President and Chief
Assistant Secretary Executive Officer
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
for the EMERGING MARKETS SERIES
Attest:
/s/Richelle S. Maestro By: /s/ Wayne A. Stork
- ----------------------- ----------------------
Name: Richelle S. Maestro Name: Wayne A. Stork
Title: Vice President/ Title:Chairman/President
Assistant Secretary and Chief Executive
Officer
Exhibit A
12b-1 PLAN
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Delaware Group Global & International
Funds, Inc. (the "Fund"), for the Emerging Markets Series (the
"Series") on behalf of the Emerging Markets Fund A Class (the
"Class"), which Fund, Series and Class may do business under
these or such other names as the Board of Directors of the Fund
may designate from time to time. The Plan has been approved by a
majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto, cast in person at a
meeting called for the purpose of voting on such Plan. Such
approval by the Directors included a determination that in the
exercise of reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Series and the shareholders of the Class. The
Plan has been approved by a majority of the outstanding voting
securities as required in the Act.
The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware International
Advisers Ltd. ("DIA Ltd.") 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 (the "Distribution Agreement").
The Distributor may enter into agreements with other
registered broker-dealers substantially in the form of the Dealer
Agreement approved by the Fund in the implementation of this
Plan and of the Distribution Agreement between it and the Series.
The Series may, in addition, enter into arrangements with persons
other than broker-dealers which are not "affiliated persons" or
"interested persons" of the Series, DIA Ltd. or the Distributor
to provide to the Series services in the Series' marketing of the
shares of the Class, such arrangements to be reflected by Service
Agreements.
The Plan provides that:
l. The Fund shall pay a monthly fee not to exceed 0.3%
(3/10 of 1%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may
be determined by the Fund's Board of Directors from time to time.
Such monthly fee shall be reduced by the aggregate sums paid by
the Fund to persons other than broker-dealers (the "Service
Providers") pursuant to Service Agreements referred to above.
2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph l above to furnish, or cause or encourage
others to furnish, services and incentives in connection with the
promotion, offering and sale of Class shares and, where suitable
and appropriate, the retention of Class shares by shareholders.
(b) The Service Providers shall use the monies paid
respectively to them to reimburse themselves for the actual costs
they have incurred in confirming that their customers have
received the Prospectus and Statement of Additional Information,
if applicable, and as a fee for (l) assisting such customers in
maintaining proper records with the Fund (2) answering questions
relating to their respective accounts and (3) aiding in
maintaining the investment of their respective customers in the
Class.
3. The Distributor shall report to the Fund at least
monthly on the amount and the use of the monies paid to it under
the Plan. The Service Providers shall inform the Fund monthly
and in writing of the amounts each claims under the Service
Agreement and the Plan; both the Distributor and the Service
Providers shall furnish the Board of Directors of the Fund with
such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use
thereof by the Distributor and the Service Providers, respective-
ly, in order to enable the Board to make an informed
determination of the amount of the Fund's payments and whether
the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of
Directors of the Fund, for their review, on a quarterly basis, a
written report of the amounts expended under the Plan and the
purposes for which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund of the commencement of the
Plan, (the "Commencement Date"); thereafter, the Plan shall
continue in effect for a period of more than one year from the
Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of
Directors of the Fund, and of the Directors who are not
interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any
agreements related to the Plan ("non-interested Directors"), cast
in person at a meeting called for the purpose of voting on such
Plan.
6. (a) The Plan may be terminated at any time by vote of a
majority of the non-interested Directors or by vote of a majority
of the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase materially
the amount to be spent for distribution pursuant to paragraph l
thereof without approval by the shareholders of the Class.
7. The Distribution Agreement between the Fund on behalf of
the Series and the Distributor, and the Service Agreements
between the Fund on behalf of the Series and the Service
Providers, shall specifically have a copy of this Plan attached
to, and its terms and provisions incorporated respectively by
reference in, such agreements.
8. All material amendments to this Plan shall be approved
by the non-interested Directors in the manner described in
paragraph 5 above.
9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be
committed to the discretion of such non-interested Directors.
10. The definitions contained in Sections 2(a)(3), 2(a)(4),
2(a)(l9) and 2(a)(42) of the Act shall govern the meaning of
"affiliated person," "assignment," "interested person(s)" and
"vote of a majority of the outstanding voting securities,"
respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date, as
previously defined.
Exhibit B
12b-1 Plan
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Delaware Group Global & International
Funds, Inc. (the "Fund"), for the Emerging Markets Series (the
"Series") on behalf of the Emerging Markets Fund B Class (the
"Class"), which Fund, Series and Class may do business under
these or such other names as the Board of Directors of the Fund
may designate from time to time. The Plan has been approved by a
majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto, cast in person at a
meeting called for the purpose of voting on such Plan. Such
approval by the Directors included a determination that in the
exercise of reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Series and the shareholders of the Class. The
Plan has been approved by a vote of the holders of a majority of
the outstanding voting securities of the Class, as defined in the
Act.
The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware Management Company,
Inc. serves as the 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 for 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 Directors from
time to time.
(b) In addition to the amounts described in (a)
above, the Fund shall pay (i) to the Distributor for payment to
dealers or others, or (ii) directly to others, an amount not to
exceed 0.25% (1/4 of 1%) per annum of the Series' average daily
net assets represented by shares of the Class, as a service fee
pursuant to dealer or servicing agreements, the forms of which
have been approved from time to time by the Fund's Board of
Directors.
2. (a) The Distributor shall use the monies paid to
it pursuant to paragraph 1(a) above to assist in the distribution
and promotion of shares of the Class. Payments made to the
Distributor under the Plan may be used for, among other things,
preparation and distribution of advertisements, sales literature
and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and
holding special promotions. In addition, such fees may be used
to pay for advancing the commission costs to dealers with respect
to the sale of Class shares.
(b) The monies to be paid pursuant to paragraph
1(b) above shall be used to pay dealers or others for, among
other things, furnishing personal services and maintaining
shareholder accounts, which services include confirming that
customers have received the Prospectus and Statement of
Additional Information, if applicable; assisting such customers
in maintaining proper records with the Fund; answering questions
relating to their respective accounts; and aiding in maintaining
the investment of their respective customers in the Class.
3. The Distributor shall report to the Fund at least
monthly on the amount and the use of the monies paid to it under
paragraph 1(a) above. In addition, the Distributor and others
shall inform the Fund monthly and in writing of the amounts paid
under paragraph 1(b) above; both the Distributor and any others
receiving fees under the Plan shall furnish the Board of
Directors of the Fund with such other information as the Board
may reasonably request in connection with the payments made under
the Plan and the use thereof by the Distributor and others in
order to enable the Board to make an informed determination of
the amount of the Fund's payments and whether the Plan should be
continued.
4. The officers of the Fund shall furnish to the
Board of Directors of the Fund, for their review, on a quarterly
basis, a written report of the amounts expended under the Plan
and the purposes for which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund of the commencement of the Plan
(the "Commencement Date"); thereafter, the Plan shall continue in
effect for a period of more than one year from the Commencement
Date only so long as such continuance is specifically approved at
least annually by a vote of the Board of Directors of the Fund,
and of the Directors who are not interested persons of the Fund
and have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan
("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by
vote of a majority of the non-interested Directors or by vote of
a majority of the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase
materially the amount to be spent for distribution pursuant to
paragraph 1 thereof without approval by the shareholders of the
Class.
7. The Distribution Agreement between the Fund on
behalf of the Series and the Distributor, and any dealers or
servicing agreements between the Distributor and brokers or
others or between the Fund on behalf of the Series and others
receiving a servicing fee, shall specifically have a copy of this
Plan attached to, and its terms and provisions incorporated
respectively by reference in, such agreements.
8. All material amendments to this Plan shall be
approved by the non-interested Directors in the manner described
in paragraph 5 above.
9. So long as the Plan is in effect, the selection
and nomination of the Fund's non-interested Directors shall be
committed to the discretion of such non-interested Directors.
10. The definitions contained in Sections 2(a)(3),
2(a)(4), 2(a)(19) and 2(a)(42) of the Act shall govern the
meaning of "affiliated person," "assignment," "interested
person(s)" and "vote of a majority of the outstanding voting
securities," respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date,
as previously defined.
Exhibit C
12b-1 Plan
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Delaware Group Global & International
Funds, Inc. (the "Fund"), for the Emerging Markets Series (the
"Series") on behalf of the Emerging Markets Fund C Class (the
"Class"), which Fund, Series and Class may do business under
these or such other names as the Board of Directors of the Fund
may designate from time to time. The Plan has been approved by a
majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto, ("non-interested
Directors"), cast in person at a meeting called for the purpose
of voting on such Plan. Such approval by the Directors included
a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Series and
the shareholders of the Class. The Plan has been approved by a
vote of the holders of a majority of the outstanding voting
securities of the Class, as defined in the Act.
The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware International
Advisers Ltd. 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 ("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 Directors 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
Directors of the Fund with such other information as the Board
may reasonably request in connection with the payments made under
the Plan and the use thereof by the Distributor and others in
order to enable the Board to make an informed determination of
the amount of the Fund's payments and whether the Plan should be
continued.
4. The officers of the Fund shall furnish to the
Board of Directors of the Fund, for their review, on a quarterly
basis, a written report of the amounts expended under the Plan
and the purposes for which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund of the commencement of the Plan
(the "Commencement Date"); thereafter, the Plan shall continue in
effect for a period of more than one year from the Commencement
Date only so long as such continuance is specifically approved at
least annually by a vote of the Board of Directors of the Fund,
and of the non-interested Directors, cast in person at a meeting
called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by
vote of a majority of the non-interested Directors or by vote of
a majority of the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase
materially the amount to be spent for distribution pursuant to
paragraph 1 thereof without approval by the shareholders of the
Class.
7. All material amendments to this Plan shall be
approved by the non-interested Directors 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 Directors shall be
committed to the discretion of such non-interested Directors.
9. The definitions contained in Sections 2(a)(19),
and 2(a)(42) of the Act shall govern the meaning of "affiliated
person," "assignment," "interested person(s)" and "vote of a
majority of the outstanding voting securities," respectively, for
the purposes of this Plan.
This Plan shall take effect on the Commencement Date,
as previously defined.
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective ___________________, 199_, and
is between THE CHASE MANHATTAN BANK, N.A. (the "Bank") and
(the
"Customer").
1. Customer Accounts.
The Bank agrees to establish and maintain the following
accounts ("Accounts"):
(a) A custody account in the name of the Customer
("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 ("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.
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.
Cash may be held pursuant to Instructions in either interest
or non-interest bearing accounts as may be available for the
particular currency. To the extent Instructions are issued and
the Bank can comply with such Instructions, the Bank is
authorized to maintain cash balances on deposit for the Customer
with itself or one of its affiliates at such reasonable rates of
interest as may from time to time be paid on such accounts, or in
non-interest bearing accounts as the Customer may direct, if
acceptable to 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 A 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 A. 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.
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 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, and that the beneficial ownership
of such assets will be freely transferable without the payment of
money or value other than for safe custody or administration.
The foregoing shall not apply to the extent of any special
agreement or arrangement made by the Customer with any particular
Subcustodian.
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, in its discretion, may credit or debit the
Accounts on a contractual settlement date with cash or Securities
with respect to any sale, exchange or purchase of Securities.
Otherwise, such 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.
(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.
(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
sends the Bank a written exception or objection to any Bank
statement within sixty (60) days of receipt, the Customer shall
be deemed to have approved such statement. In such event, or
where the Customer has otherwise approved any such statement, the
Bank shall, to the extent permitted by law, be released, relieved
and discharged with respect to all matters set forth in such
statement or reasonably implied therefrom as though it had been
settled by the decree of a court of competent jurisdiction in an
action where the Customer and all persons having or claiming an
interest in the Customer or the Customer's Accounts were parties.
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. 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 notice 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, 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. The Bank will provide proxy voting
services only pursuant to a separate agreement. Proxy voting
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).
(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.
(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 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) 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 deposit 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.
(vi) The Customer confirms that the Bank is authorised 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.
(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 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.
Any Instructions delivered to the Bank by telephone shall
promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of
such Person), but the Customer will hold the Bank harmless for
the failure of an Authorized Person 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. The Bank 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 of
any loss to the Customer by reason of the failure of the Bank or
its Subcustodian to utilize reasonable care, the Bank shall be
liable to the Customer only to the extent of the Customer's
direct damages, to be determined based on the market value of the
property which is the subject of the loss at the date of
discovery of such loss and without reference to any special
conditions or circumstances.
(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 negli-
gently or in bad faith.
(iii) 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 within the
scope of 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
document which it believes in good faith to have been validly
executed.
(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 as provided in Section 5(c) of this
Agreement;
(iv) 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) 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 under this
Agreement 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,
together with the Bank's reasonable out-of-pocket or incidental
expenses, 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. The Bank shall allow the Customer's
independent public accountant reasonable access to the records of
the Bank relating to the Assets as is required in connection with
their examination of books and records pertaining to the
Customer's affairs. 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 (Check
one):
Employee Benefit Plan or other assets subject to the
Employee Retirement Income Security Act of 1974, as amended
("ERISA");
Mutual Fund assets subject to certain Securities and
Exchange Commission ("SEC") rules
and regulations;
Neither of the above.
This Agreement consists exclusively of this document
together with Schedule A, Exhibits I - _______ and the following
Rider(s) [Check applicable rider(s)]:
ERISA
MUTUAL FUND
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 enforceable 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:
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; and further provided that, if Bank is the
terminating party (other than on account of a material breach
hereof by Customer) Customer may extend the termination period by
up to an additional 60 days by sending prompt written notice
("Extension Notice") to Bank of its intent to do so (including
the number of additional days). The Extension Notice shall be
accompanied by a statement from an Authorized Person that
Customer shall continue to abide by Chase's written operating
procedures for Russia, as the same may be in effect from time to
time, during any such extension. If notice of termination is
given by the Bank, the Customer shall, within sixty (60) days (or
such other amount of days as is contemplated by the Extension
Notice) 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.
CUSTOMER
By:____________________________________________
Title:
Date:
THE CHASE MANHATTAN BANK, N.A.
By:____________________________________________
Title:
Date:
63825
STATE OF )
: ss.
COUNTY OF )
On this day of
, 19 , before me personally came
, to
me known, who being by me duly sworn, did depose and say that
he/she resides in
at
, that he/she is
of
, the entity described in and which executed the
foregoing instrument; that he/she 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/she signed
his/her name thereto by like order.
Sworn to before me this
day of , 19 .
Notary
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this day of
, 19 , before me personally came
, to me known, who being by me
duly sworn, did depose and say that he/she resides in
at
; that he/she is
a Vice President of THE CHASE MANHATTAN BANK, (National
Association), the corporation described in and which executed the
foregoing instrument; that he/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 he/she signed his/her
name thereto by like order.
Sworn to before me this
day of , 19 .
Notary
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
_________________________________________
effective __________________
Customer represents that the Assets being placed in the
Bank's custody are subject to the Investment Company Act of 1940
(the Act), as the same may be amended from time to time.
Except to the extent that the Bank has specifically agreed
to comply with a condition of a rule, regulation, interpretation
promulgated by or under the authority of the SEC or the Exemptive
Order applicable to accounts of this nature issued to the Bank
(Investment Company Act of 1940, Release No. 12053, November 20,
1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that
the maintenance of Assets under this Agreement complies with such
rules, regulations, interpretations or exemptive order
promulgated by or under the authority of the Securities Exchange
Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used
in this Agreement shall mean a branch of a qualified U.S. bank,
an eligible foreign custodian or an eligible foreign securities
depository, which are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank
as defined in Rule 17f-5 under the Investment Company Act of
1940;
(b) "eligible foreign custodian" shall mean (i) a banking
institution or trust company incorporated or organized under the
laws of a country other than the United States that is regulated
as such by that country's government or an agency thereof and
that has shareholders' equity in excess of $200 million in U.S.
currency (or a foreign currency equivalent thereof), (ii) a
majority owned direct or indirect subsidiary of a qualified U.S.
bank or bank holding company that is incorporated or organized
under the laws of a country other than the United States and that
has shareholders' equity in excess of $100 million in U.S.
currency (or a foreign currency equivalent thereof) (iii) a
banking institution or trust company incorporated or organized
under the laws of a country other than the United States or a
majority owned direct or indirect subsidiary of a qualified U.S.
bank or bank holding company that is incorporated or organized
under the laws of a country other than the United States which
has such other qualifications as shall be specified in
Instructions and approved by the Bank; or (iv) any other entity
that shall have been so qualified by exemptive order, rule or
other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency, incorporated or
organized under the laws of a country other than the United
States, which operates (i) the central system for handling
securities or equivalent book-entries in that country, or (ii) a
transnational system for the central handling of securities or
equivalent book-entries.
The Customer represents that its Board of Directors has
approved each of the Subcustodians listed in Schedule A to this
Agreement and the terms of the subcustody agreements between the
Bank and each Subcustodian, which are attached as Exhibits I
through of Schedule A, and further represents that its
Board has determined that the use of each Subcustodian and the
terms of each subcustody agreement are consistent with the best
interests of the Fund(s) and its (their) shareholders. The Bank
will supply the Customer with any amendment to Schedule A for
approval. The Customer has supplied or will supply the Bank with
certified copies of its Board of Directors resolution(s) with
respect to the foregoing prior to placing Assets with any
Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions
made pursuant to Section 5 and 6 of this Agreement may be made
only for the purposes listed below. Instructions must specify
the purpose for which any transaction is to be made and Customer
shall be solely responsible to assure that Instructions are in
accord with any limitations or restrictions applicable to the
Customer by law or as may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities
at prices as confirmed by Instructions;
(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 or 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, but only against receipt
of adequate 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 and the delivery to, or the crediting to
the account of, the Bank, its Subcustodian or the Customer's
transfer agent, such shares to be purchased or redeemed;
(j) For the purpose of redeeming in kind shares of the
Customer against delivery to the Bank, its Subcustodian or the
Customer's transfer agent of such shares to be so redeemed;
(k) For delivery in accordance with the provisions of any
agreement among the Customer, the Bank and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation 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) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities
shall be released only upon payment to the Bank 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
Bank will receive from brokers the Securities previously
deposited. The Bank 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, receipt of income from Securities or
related transactions;
(n) For other proper purposes as may be specified in
Instructions issued by an officer of the Customer which shall
include a statement of the purpose for which the delivery or
payment is to be made, the amount of the payment or specific
Securities to be delivered, the name of the person or persons to
whom delivery or payment is to be made, and a certification that
the purpose is a proper purpose under the instruments governing
the Customer; and
(o) Upon the termination of this Agreement as set forth in
Section 14(i).
Section 12. Standard of Care; Liabilities.
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the Customer that in its
opinion, after due inquiry, the established procedures to be
followed by each of its branches, each branch of a qualified U.S.
bank, each eligible foreign custodian and each eligible foreign
securities depository holding the Customer's Securities pursuant
to this Agreement afford protection for such Securities at least
equal to that afforded by the Bank's established procedures with
respect to similar securities held by the Bank and its securities
depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall
furnish the Customer such reports (or portions thereof) of the
Bank's system of internal accounting controls applicable to the
Bank's duties under this Agreement. The Bank shall endeavor to
obtain and furnish the Customer with such similar reports as it
may reasonably request with respect to each Subcustodian and
securities depository holding the Customer's assets.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Securities (the latter
if held in DTC), the following provisions will apply rather than
the provisions of Section 8 of the Agreement:
The Bank will send to the Customer or the Authorized Person
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.
SECURITIES LENDING AGREEMENT ("Lending Agreement"), dated as
of , 1996 between
("Lender"), having its principal place of business at
, and The Chase Manhattan
Bank, N.A. ("Chase"), having its principal place of business at
One Chase Manhattan Plaza, New York, New York 10081.
It is hereby agreed as follows:
Section 1 - Definitions
Unless the context clearly requires otherwise, the following
words shall have the meanings set forth below when used herein:
a. "Account" shall mean the securities account established
and maintained by Chase on behalf of Lender pursuant to, as the
case may be, a separate custody agreement or a separate directed
trust agreement ("Agreement") between Chase and Lender, which
Agreement provides, inter alia, for the safekeeping of Securities
received by Chase from time to time on behalf of Lender.
b. "Agreement" shall have the meaning assigned thereto in
Section 1(a) hereof.
c. "Authorized Investment" shall mean any type of
instrument, security, participation or other property in which
Cash Collateral may be invested or reinvested, as described in
Section 5(f) hereof and Appendix 4 hereto (and as such Appendix
may be amended from time to time by written agreement of the
parties).
d. "Authorized Person" shall mean, except to the extent
that Chase is advised to the contrary by Proper Instruction, any
person who is authorized to give instructions to Chase pursuant
to the Agreement and any mandates given to Chase in connection
with such Agreement. An Authorized Person shall continue to be
so until such time as Chase receives Proper Instructions that nay
such person is no longer an Authorized Person.
e. "Borrower" shall mean an entity listed on Appendix 1
hereto, other than an entity which Chase shall have been
instructed to delete from list pursuant to Written Instructions
and as such Appendix may be amended in accordance with Section
4(b) hereof.
f. "Business Day" shall have the meaning assigned thereto
in the applicable MSLA.
g. "Buy-in" shall have the meaning assigned thereto in
Section 7(c) hereof.
<PAGE>
h. "Cash Collateral" shall mean fed funds, New York
Clearing House Association funds and such non-U.S. currencies as
may be pledged by a Borrower in connection with a particular
Loan.
i. "Collateral" shall have the meaning assigned thereto in
the applicable MSLA, together with Cash Collateral.
j. "Collateral Account" shall mean, as the case may be, an
account maintained by Chase with itself, with any Depository or
with any Triparty Institution and designated as a Collateral
Account for the purpose of holding any one or more of Collateral,
Authorized Investments, and Proceeds in connection with Loans
hereunder.
k. "Collateral Amount" shall have the meaning assigned
thereto in Section 5(c) hereof.
l. "Collateral Criterion" shall have the meaning assigned
thereto in Section 5(c) hereof.
m. "Depository" shall mean: (1) the Depository Trust
Company, the Participants' Trust Company and any other securities
depository or clearing agency (and each of their respective
successors and nominees) registered with the U.S. Securities and
Exchange Commission or registered with or regulated by the
applicable foreign equivalent thereof or otherwise able to act as
a securities depository or clearing agency, (ii) any
transnational depository, (iii) the Federal Reserve book-entry
system for the receiving and delivering of U.S. Government
Securities, and (iv) any other national system for the receiving
and delivering of that country's government securities.
n. "Difference" shall have the meaning assigned thereto in
Section 7(c) hereof.
o. "Distributions" shall have the meaning assigned thereto
in Section 3(b)(v) hereof.
p. "Dollars" shall have the meaning assigned thereto in
Section 7(b) hereof.
q. "Due Date" shall have the meaning assigned thereto in
Section 7(b) hereof.
r. "Insolvency Event" shall have the meaning assigned
thereto in Section 7(b) hereof.
s. "Letter of Credit" shall have the meaning assigned
thereto in the applicable MSLA and be issued by a bank listed on
Appendix 2 hereto (as such list may be amended by Chase from time
to time on notice to Lender), other than a bank deleted from such
list pursuant to Written Instruction.
t. "Loan" shall mean a loan of Securities hereunder and
under the applicable MSLA.
u. "Loan Fee" shall mean the amount payable by a Borrower
to Chase pursuant to the applicable MSLA in connection with Loans
collateralized other than by Cash Collateral.
v. "Market Value" shall have the meaning assigned thereto
in the applicable MSLA.
w. "MSLA" shall mean a master securities lending agreement
between Chase and a Borrower, pursuant to which Chase as agent
lends securities on behalf of its customers (including Lender)
from time to time. A copy of Chase's standard form of MSLA,
including the international addendum thereto, is annexed as
Appendix 3.
x. "Net Assets" shall have the meaning assigned thereto in
Section 8 hereof.
y. "Net Realized Income" shall have the meaning thereto in
Section 8 hereof.
z. "Oral Instructions" shall have the meaning assigned
thereto in Section 10 hereof.
aa. "Proceeds" shall mean interest, dividends and other
payments and Distributions received by Chase in connection with
Authorized Investments.
bb. "Proper Instructions" shall mean Oral Instructions and
Written Instructions.
cc. "Rebate" shall mean the amount payable by Chase on
behalf of Lender to a Borrower in connection with Loans
collateralized by Cash Collateral.
dd. "Return Date" shall have the meaning assigned thereto
in Section 7(c) hereof.
ee. "Securities" shall mean government securities
(including U.S. Government Securities), equity securities, bonds,
debentures, other corporate debt securities, notes, mortgages or
other obligations, and any certificates, 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 held pursuant to the Agreement.
ff. "Term Loan" shall have the meaning assigned thereto in
Section 5(i) hereof.
gg. "Triparty Institution" shall mean a financial
institution with which Chase shall have previously entered a
triparty agreement among itself, such Triparty Institution and a
particular Borrower providing, among other things, for the
holding of Collateral in a Collateral Account at such Triparty
Institution in Chase's name on behalf of Chase's lending
customers and for the substitution of Collateral; provided,
however, that any substituted Collateral shall meet the then
standards for acceptable Collateral set by Chase.
hh. "U.S. Government Security" shall mean book-entry
securities issued by the U.S. Treasury defined in Subpart 0 of
Treasury Department Circular No. 300 and any successor
provisions) and any other securities issued or fully guaranteed
by the United States government or any agency, instrumentality or
establishment of the U.S. government, including, without
limitation, securities commonly known as "Ginnie Maes," Sally
Maes," "Fannie Maes" and "Freddie Maes".
ii. "Written Instructions" shall have the meaning assigned
thereto in Section 10 hereof.
Section 2 - Appointment, Authority
(a) Appointment. Lender hereby appoints Chase as its agent
to lend Securities in the Account on Lender's behalf on a fully
disclosed basis to Borrowers from time to time in accordance with
the terms hereof and on such terms and conditions and at such
times as Chase shall determine and Chase may exercise all rights
and powers provided under any MSLA as may be incidental thereto,
and Chase hereby accepts appointment as such agent and agrees to
so act.
(b) Authority. Lender hereby authorizes and empowers Chase
to execute in Lender's name on its behalf and at its risk all
agreements and documents as may be necessary to carry out any of
the powers herein granted to Chase. Lender grants Chase the
authority set forth herein notwithstanding its awareness that
Chase, in its individual capacity or acting in a fiduciary
capacity for other accounts, may have transactions with the same
institutions to which Chase may be lending Securities hereunder,
which transactions may give rise to actual or potential conflict
of interest situations. Chase shall not be bound to: (i)
account to Lender for any sum received or profit made by Chase
for its own account or the account of any other person or (ii)
disclose or refuse to disclose any information or take any other
action if the same would or might in Chase's judgment, made in
good faith, constitute a breach of any law or regulation or be
otherwise actionable with respect to Chase; provided that, in
circumstances mentioned in (ii) above, Chase shall promptly
inform Lender of the relevant facts (except where doing so would,
or might in Chase's judgment, made in good faith, constitute a
breach of any law or regulation or be otherwise actionable as
aforesaid).
Section 3 - Representation and Warranties
(a) Representations of each party. Each party hereto
represents and warrants to the other that: (i) it has the power
to execute and deliver this Lending Agreement, to enter into the
transactions contemplated hereby, and to perform its obligations
hereunder; (ii) it has taken all necessary action to authorize
such execution, delivery, and performance; (iii) this Lending
Agreement constitutes a legal, valid, and binding obligation
enforceable against it; and (iv) the execution, delivery, and
performance by it of this Lending Agreement shall at all times
comply with all applicable laws and regulations.
(b) Representations of Lender. Lender represents and
warrants to Chase that: (i) this Lending Agreement is, and each
Loan shall be, legally and validly entered into, and does not and
shall not violate any statute, regulation, rule, order or
judgment binding on Lender, or any provision of Lender's charter
or by-laws, or any agreement binding on Lender or affecting its
property, and is enforceable against Lender in accordance with
its terms, except as enforcement may be limited by bankruptcy,
insolvency or similar laws, or by equitable principles relating
to or limiting creditors' rights generally; (ii) the person
executing this Lending Agreement and all Authorized Persons
acting on behalf of Lender has and have been duly and properly
authorized to do so; (iii) it is lending Securities as principal
and shall not transfer, assign or encumber its interest in, or
rights with respect to, any Securities available for Loan
hereunder; (iv) it is the beneficial owner of all Securities or
otherwise has the right to lend Securities; and (v) it is
entitled to receive all interest, dividends and other
distributions ("Distributions") made by the issuer with respect
thereto. Lender shall promptly identify to Chase by notice,
which notice may be oral, any Securities that are no longer
subject to the representations contained in (b).
Section 4 - Borrowers
(a) MSLA. Lender hereby acknowledges receipt of the form of
MSLA and authorizes Chase to lend Securities in the Account to
Borrowers thereunder pursuant to an agreement substantially in
the form thereof.
(b) Borrowers. Securities may be lent to any Borrower
selected by Chase in Chase's sole discretion, in accordance with
the terms hereof. In that connection, Appendix 1 may be amended
from time to time by Chase on notice to Lender.
Section 5 - Loans
(a) Securities to be lent, Lending opportunities, Loan
initiation. All Securities of Lender held by Chase that are
issued, settled or traded in the markets that have been approved
by Chase from time to time for purposes of Chase's discretionary
securities lending program shall be subject to the terms hereof.
Chase shall seek to assure that Lender receives a fair allocation
of lending opportunities vis-a-vis other lenders, taking into
account the demand for and availability of Securities, types of
Collateral, eligibility of Borrowers, limitations on investments
of Cash Collateral, tax treatment, and similar commercial
factors. From time to time, Chase may lend to Borrowers
Securities held in the Account (except Securities that are no
longer subject to the representations set forth in Section 3) and
shall deliver such Securities against receipt of Collateral in
accordance with the applicable MSLA. Chase shall have the right
to decline to make any Loans to any Borrower and to discontinue
lending to any Borrower in its sole discretion and without notice
to Lender.
(b) Receipt of Collateral, Collateral substitution. For
each Loan, Chase shall receive and hold Letters of Credit
received as Collateral and Chase or a Triparty Institution shall
receive and hold all other Collateral required by the applicable
MSLA in a Collateral Account, and Chase is hereby authorized and
directed, without obtaining any further approval from Lender, to
invest and reinvest all or substantially all Cash Collateral.
Chase shall credit, or where applicable shall have a Triparty
Institution credit, all Collateral, Authorized Investments and
Proceeds to a Collateral Account and Chase shall not mark its
books and records to identify Lender's interest therein, it being
understood, however, that all monies credited to a Collateral
Account may for purposes of investment be commingled with cash
collateral held for other lenders of securities on whose behalf
Chase may act. Chase may, in its sole discretion, liquidate any
Authorized Investment and credit the net proceeds in a Collateral
Account. Chase shall accept substitutions of Collateral in
accordance with the applicable MSLA and shall credit, or where
applicable shall have a Triparty Institution credit, all such
substitutions to a Collateral Account.
(c) Mark to market procedures. (i) Chase shall require
initial Collateral for a Loan in an amount determined by applying
the then applicable "Collateral Criterion" (as defined below) to
the Market Value of the Security that is the subject of the Loan.
The Collateral Criterion with respect to a given Security shall
be an amount equal to the then applicable percentage (currently
102% for securities issued in the U.S. and 105% for securities
issued outside of the U.S.) of the Market Value of the Security
(plus accrued interest, if any, with respect to debt securities)
which is the subject of a Loan as determined as of the close of
trading on the preceding Business Day. (ii) Each Business Day
Chase shall determine if the Market Value of all Collateral
received by Chase from a given Borrower in connection with all
loans to such Borrower from all lenders is at least equal to the
aggregate amount ("Collateral Amount") determined by applying the
applicable Collateral Criterion to each security on loan to such
Borrower from all lenders. (iii) In accordance with general
market practice, the Market Value of certain securities
(including, without limitation, U.S. Government Securities)
whether on Loan or received as Collateral, may be determined on a
same day basis by reference to recognized pricing services.
(d) Demand for additional Collateral. If the determination
made in Section 5(c)(ii) above demonstrates that the Market Value
of all Collateral received from a given Borrower is not at least
equal to the Collateral Amount, Chase shall demand additional
Collateral from such Borrower in accordance with the applicable
MSLA so as to meet the Collateral Amount by making specific
Loans; provided that, Chase may from time to time establish de
minimis guidelines pursuant to which a mark would not be made
even where the aggregate Collateral Amount has not been met.
(e) Changes in procedures applicable to Collateral. The
Collateral procedures set forth in Sections 5(b)-(d) above
reflect Chase's current practice and may be changed by Chase from
time to time based on general market conditions (including
volatility of Securities on Loan and of securities Collateral),
the Market Value of Securities on Loan to a given Borrower, and
in accordance with general market practice and regulatory
requirements. Chase shall notify Lender of material revisions to
the foregoing procedures.
(f) Investment of Cash Collateral. (i) Chase is hereby
authorized to invest and reinvest cash Collateral in accordance
with the investment guidelines (and the interpretations,
procedures and definitions included therewith) annexed hereto as
Appendix 4. (ii) Authorized Investments are made for the account
of, and at the sole risk of, Lender. In that connection, Lender
shall pay to Chase on demand in cash an amount equal to any
deficiency in the amount of Collateral available for return to a
Borrower pursuant to an applicable MSLA.
(g) Lender's rights with respect to Securities on Loan;
Distribution and voting rights. (i) An amount equal to the
amount of all Distributions paid with respect to Securities on
Loan that Lender would have received had such Securities not been
on Loan shall be credited to Lender's account on the date such
Distributions are delivered by Borrower to Chase. Any non-cash
Distribution on Securities on Loan which is in the nature of a
stock split or a stock dividend, shall be added to the Loan (and
shall be considered to constitute Securities on Loan) as of the
date such non-cash Distribution is received by the Borrower and
shall be subject to the provisions of this Lending Agreement;
provided that the Lender may, by giving chase ten (10) Business
Days' notice prior to the date of such non-cash Distribution (or
such different amount of time as Chase may from time to time
require on advice to Lender), direct Chase to request that the
Borrower deliver such non-cash Distribution to Chase pursuant to
the applicable MSLA, in which case Chase shall credit such non-
cash Distribution to Lender's account on the date it is delivered
to Chase. Without regard to the reference to "delivered" in the
foregoing, the "AutoCredit" provisions of the Agreement shall
apply where a Borrower fails to make a Distribution payment to
Chase, the effect of which would be for Chase to credit Lender's
account with Distributions on the payable date. (ii) During the
term of any Loan, Chase will permit the Securities on Loan to be
transferred into the name of and be voted by the Borrower or
others. Lender shall not be entitled to participate in any
dividend reinvestment program or to vote proxies with respect to
Securities that are eligible for Loan (whether or not actually on
Loan) as of the applicable record date for such Securities.
(h) Advances, overdrafts and indebtedness, Security
Interest. Chase may, in its sole discretion, advance funds on
behalf of Lender in order to pay to Borrowers any Rebates or to
return to Borrowers Cash Collateral to which they are entitled
pursuant to the applicable MSLA. Lender shall repay Chase on
demand the amount of any advance or any other amount owned by
Lender hereunder plus accrued interest at a rate per annum not to
exceed the rate customarily charged by Chase for such loans at
the time such loan is made and shall otherwise be on such terms
and conditions as Chase customarily makes such loans available.
In order to secure repayment of any advance or other indebtedness
of Lender to Chase arising hereunder, Chase shall have a
continuing lien and security interest in and to all assets now or
hereafter held in the Account and any Collateral Account (to
which Lender is entitled hereunder) and any other property at any
time held by it for the benefit of Lender or in which Lender may
have an interest which is then in Chase's possession or control
or in the possession or control of any third party acting on
Chase's behalf. In this regard, Chase shall be entitled to all
the rights and remedies of a pledgee under common law and a
secured party under the New York Uniform Commercial Code and/or
any other applicable laws and/or regulations as then in effect.
(i) Termination of a Loan. (i) Loans shall generally be
terminable on demand. With the prior approval of Lender,
however, Loans may be made on the basis of a reasonably
anticipated termination date ("Term Loan") and without providing
for the right of substitution of equivalent Securities.
Termination of a Term Loan prior to its anticipated termination
date by either Lender or Borrower may result in the terminating
party having to pay non-terminating party damages based on the
cost of obtaining a replacement loan. (ii) Chase shall terminate
any Loan of Securities to a Borrower as soon as practicable after
(a) receipt by Chase of a notice of termination of the respective
MSLA; (b) receipt by Chase of Written Instructions directing it
to terminate a Loan; (c) receipt by Chase of Written Instructions
instructing it to delete from Appendix 2 the Borrower to whom
such Loans was made; (d) receipt by Chase of Written Instructions
advising that the Security subject to a Loan is no longer subject
to the representation contained in Section 3 hereof; (e) receipt
by Chase of notice advising that an Event of Default (as defined
in the applicable MSLA) has occurred and is continuing beyond any
applicable grace period; (f) whenever Chase, in its sole
discretion, elects to terminate such Loan other than a Term Loan;
or (g) termination of this Lending Agreement. (iii) If
Securities which are the subject of a Loan being terminated are
to be sold by Lender, Written Instructions shall in no event be
given to Chase later than the trade date established by Lender
for such sale or such earlier date of which Chase may advise
Lender from time to time with respect to particular markets.
Chase shall not be liable for any failure of a Borrower to return
Securities on Loans in a time fashion.
(j) Recordkeeping and Reports. Chase shall establish and
maintain such records as are reasonably necessary to account for
Loans that are made and the income derived therefrom. Chase
shall provide Lender with a monthly statement describing the
Loans made during the preceding month, and the income derived
from Loans, during the period covered by such statement. A party
shall comply with the reasonable requests of the other party for
information necessary to the requester's performance of its
duties hereunder.
Section 6 - Default by Borrower
(1) Chase may assume (unless it has actual knowledge to the
contrary) that any representations made by a Borrower in
connection with any Loan are true, that no event which is or may
become an Event of Default (as defined in the applicable MSLA)
has occurred and that a Borrower has complied with its
obligations under the applicable MSLA. Subject to Sections 7(b)-
(d), Chase shall have no responsibility for the accuracy or
completeness of any information supplied, or for any breach of
any obligation, by any Borrower under or in connection with any
MSLA or Loan. Chase shall not be liable as a result of taking or
omitting to take any action provided that Chase shall have
carried out its responsibilities hereunder in good faith. (ii)
If any Borrower with respect to any Loan affected pursuant hereto
and pursuant to the applicable MSLA fails to return any loaned
Securities when due thereunder for reasons other than relating to
the solvency of the Borrower, Chase shall then take whatever
action its deems appropriate in accordance with general market
practice and Chase's reasonable judgment, including, but no
necessarily limited to, claiming compensation from such Borrower
on behalf of Lender in the event a trade executed by Lender fails
on account of such Borrower's failure timely to have returned
Securities on Loan or, where Chase deems it necessary, such other
action as may be permitted by the applicable MSLA, including
collecting any applicable MSLA fails to return any Securities on
Loan when due thereunder for reasons relating to the solvency of
the Borrower, Chase shall take such action as its deems
appropriate in accordance with Chase's reasonable judgment under
the applicable MSLA.
Section 7 - Standard of Care, Liabilities, Indemnification
(a) Standard of care, Liabilities. Except as provided in
paragraphs (b) and (c) hereof, Chase shall be liable for any
costs, expenses, damages, liabilities or claims (including
attorneys' and accountants' fees) incurred by Lender, except
those costs, expenses, damages, liabilities and claims arising
out of the negligence, bad faith or willful misconduct of Chase.
Chase shall have no obligation hereunder for: (i) costs,
expenses, damages, liabilities or claims (including attorneys'
and accountants' fees), which are sustained or incurred by Lender
by reason of any action or inaction by any pricing service, any
Depository or a Triparty Institution or their respective
successors or nominees; and (ii) any failure to perform any
obligation due to any matters beyond the control of Chase. In no
event shall Chase be liable for indirect or consequential damages
or lost profits or loss of business, arising hereunder or in
connection herewith, even if previously informed of the
possibility of such damages and regardless of the form of action.
Except for any costs or expenses incurred by Chase in
performing its obligations pursuant to paragraphs (b) and (c)
hereof any ordinary operating expenses incurred by Chase in
providing services hereunder, Lender shall indemnify Chase and
hold it harmless from and against any and all costs, expenses,
damages, liabilities or claims, including reasonable fees and
expenses of counsel, which Chase may sustain or incur or which
may be asserted against Chase by reason of or as a result of any
action taken or omitted by Chase in connection with operating
under this Lending Agreement or enforcing Lender's rights under
the applicable MSLA, other than those costs, expenses, damages,
liabilities or claims arising out of the negligence, bad faith or
willful misconduct of Chase. The foregoing indemnity shall be a
continuing obligation of the Lender, its successors and assigns,
notwithstanding the termination of any Loans hereunder or of this
Lending Agreement. Chase may charge any amounts to which it is
entitled hereunder against the Account, and Lender shall be
entitled to an accounting of all amounts so charged. Actions
taken or omitted in reliance upon Proper Instructions, or upon
any information, order, indenture, stock certificate, power of
attorney, assignment, affidavit or other instrument reasonably
believed by Chase, in good faith, to be genuine or bearing the
signature of a person or persons believed, in good faith, to be
authorized to sign, countersign or execute the same, shall be
conclusively presumed to have been taken or omitted in good
faith.
(b) Indemnification of Lender in respect to Distributions.
If the Borrower in respect of any Loan effected pursuant hereto
and pursuant to the applicable MSLA fails, as a result of its
bankruptcy, insolvency, reorganization, liquidation, receivership
or similar event (each an "Insolvency Event"), to remit to Chase
for Lender's account any Distributions on or with respect to
Securities on Loan when due (the "Due Date") in accordance with
such MSLA and such Due Date occurs at least one day prior to an
Insolvency Event then Chase shall at its expense (subject to
paragraph (d) hereof) and within one (1) Business Day of the Due
Date, undertake the following: (i) with respect to Distributions
in the form of cash, Chase shall credit Lender's account with the
full amount of such Distributions and (ii) with respect to
Distributions in the form of securities, Chase shall, at its
option, either purchase replacement securities (of an equal
amount of the same issue, class, type or series as the
Distributions) on the principal market in which such securities
are traded or credit Lender's account with the market value in
United States dollars ("Dollars") of such Distributions on the
Due Date as determined by Chase in good faith. Market value
shall be determined by Chase in accordance with the applicable
MSLA, including the computation of Dollar equivalents where
Securities on Loan and/or Collateral (and Proceeds) are
denominated in a currency other than Dollars.
(c) Indemnification of Lender in respect of Securities. If
the Borrower in respect of any Loan effected pursuant hereto and
pursuant to the applicable MSLA fails to return any Securities on
Loan to Chase for Lender's account when due thereunder (the
"Return Date") which is the date of default, then Chase shall, at
its expense (subject to paragraph (d) hereof) and within one (1)
Business Day of the Return Date, credit Lender's account in
Dollars with the difference ("Difference") (where a positive
number), if any, between (x) the market value of such lent
Securities on the Return Date (including, in the case of debt
Securities, accrued but unpaid interest), and (y) in the case of
Loans collateralized by (i) Cash Collateral, the greater of (A)
the Market Value of the Cash Collateral on the date of initial
pledge as adjusted for any subsequent marks-to-market through the
Return Date and (B) the Market Value of Cash Collateral
investments on the Return Date, (ii) non-Cash Collateral
comprising securities Collateral, the greater of the Market Value
of such Collateral on the (A) Business Day immediately preceding
the Return Date and (B) Return Date, or (iii) non-Cash Collateral
comprising Letter of Credit Collateral, the Market Value of the
Letter of Credit Collateral on the date of initial pledge as
adjusted for any subsequent marks-to-market through the Return
Date. Market Value shall be determined by Chase in accordance
with the applicable MSLA, including the computation of Dollar
equivalents where Securities on Loan and/or Collateral (and
Proceeds) are denominated in a currency other than Dollars.
Where Cash Collateral and non-Cash Collateral have each been
allocated to a Loan as of the Return Date, the Difference payable
by Chase shall be computed in accordance with the foregoing as if
there had been two Loans in effect on the Return Date, one
collateralized by Cash Collateral and the other collateralized by
non-Cash Collateral. In lieu of paying Lender the Difference,
Chase may, at its sole option and expense, purchase for Lender's
account ("Buy-in") replacement securities of the same issue,
type, class, and series as that of the Securities on Loan.
(d) Subrogation. If Chase makes a payment or a purchase
pursuant to Section 7(b) or effects a Buy-in pursuant to Section
7(c), or if Chase effects a Difference payment pursuant to
Section 7(c) on account of a failure to return Securities on Loan
not arising from an Insolvency Event, Chase shall, to the extent
of such payment, purchase, Difference payment or Buy-in, be
subrogated to, and Lender shall assign and be deemed to have
assigned to Chase, all of its rights in, to and against the
Borrower (and any guarantor thereof) in respect of such Loan, any
Collateral pledged by the Borrower in respect of such Loan, and
all proceeds of such Collateral. In the event that Lender
receives or is credited with any payment, benefit or value from
or on behalf of the Borrower in respect of rights to which Chase
is subrogated as provided herein, Lender shall promptly remit or
pay to Chase the same (or its Dollar equivalent) but only to the
extent that Lender has been paid all amounts owed to it by
Borrower.
Section 8 - Chase Compensation
(a) In connection with each Loan hereunder, Lender shall pay
to Chase a fee equal to ___% of (i) earnings (less any Rebate
paid by Chase to a Borrower) derived from Authorized Investments
in connection with Loans collateralized by cash, and (ii) any
Securities Loan Fee paid or payable by the Borrower on Loans not
collateralized by cash. (b) The fee payable to Chase for
services performed pursuant to Section 5(f) hereof shall be equal
to one tenth of the one percent (0.1%) of the Fund's average
daily Assets (with "Fund" being as defined in Appendix 4 hereto).
All securities in the Fund shall be valued based on their
amortized cost. Fees shall be accrued and charged daily against
the Fund's yield or assets, as appropriate, and shall be payable
monthly in arrears on the first business day of the month
following the month in which earned. (c) Chase is authorized, on
a monthly basis, to charge all the foregoing fees (together with
reasonable expenses incurred by Chase hereunder) and any other
amounts owed by Lender hereunder against the Account and/or a
Collateral Account.
Section 9 - Taxes
Lender shall be responsible for all filings, tax returns and
reports on any Loans undertaken by Chase on Lender's behalf which
are to be made to any authority whether governmental or otherwise
and for the payment of all unpaid calls, taxes (including,
without limitations, any value added tax), imposts, levies or
duties due on any principal or interest, or any other liability
or payments arising out of or in connection with any Securities
or any Collateral, and in so far as Chase is under obligation
(whether of a governmental nature or otherwise) to pay the same
on Lender's behalf Chase may do so out of any monies or assets
held by it pursuant to the terms of the Agreement or hereunder.
Section 10 - Instructions
(a)(i) Written Instructions. "Written Instructions" shall
mean written communications actually received by Chase from an
Authorized Person or from a person reasonably believed by Chase
to be an Authorized Person by letter, memorandum, telegram,
cable, telex, telecopy facsimile, computer, video (CRT) terminal
or other on-line system, or any other method reasonably
acceptable to Chase and whereby Chase is able to verify with a
reasonable degree of certainty the identity of the sender of such
communications or with communications are transmitted with proper
testing or authentication pursuant to terms and conditions which
Chase may specify. (ii) Oral Instructions. "Oral Instructions"
shall mean oral communications actually received by Chase from an
Authorized Person or from a person reasonably believed by Chase
to be an Authorized Person. Oral Instructions shall promptly
thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person),
but Lender will hold Chase harmless for the failure of an
Authorized Person to send such confirmation in writing, the
failure of such confirmation to conform to the Oral Instructions
received, or Chase's failure to produce such confirmation at any
subsequent time. Lender shall be responsible for safeguarding
any testkeys, identification codes or other security devices
which Chase may make available to Lender or its Authorized
Persons.
(b) Unless otherwise expressly provided, all Proper
Instructions shall continue in full force and effect until
canceled or superseded.
Section 11 - Pricing Services
Chase may use any pricing service referred to in an
applicable MSLA and any other recognized pricing service
(including itself and any of its affiliates) in order to perform
its valuation responsibilities with respect to Securities,
Collateral and Authorized Investments, and Lender shall hold
Chase harmless from and against any loss or damage suffered or
incurred as a result of errors or omissions of any such pricing
service.
Section 12 - Termination
This Lending Agreement may be terminated at any time by
either party upon delivery to the other party of notice
specifying the date of such termination, which shall be not less
than 30 days after the date of receipt of such notice.
Notwithstanding any such notice, this Lending Agreement shall
continue in full force and effect with respect to all Loans
outstanding on the termination date, which Loans shall, however,
be terminated as soon as reasonably practicable.
Section 13 - Miscellaneous
(a) Legal proceedings. Chase may refrain from bringing any
legal action or proceeding arising out of or in connection with
any Loan until it shall have received such security as it may
require for all costs, expenses (including legal fees) and
liabilities which it will or may expend or incur in relation
thereto.
(b) Integration, Lending Agreement to Govern. This Lending
Agreement and the Agreement contain the complete agreement of the
parties with respect to the subject matter hereof and supersede
and replace any previously made proposals, representations,
warranties or agreements with respect thereto by the parties. In
the event of any conflict between this Lending Agreement, and the
Agreement, this Lending Agreement shall govern.
(c) Notice. Unless expressly provided herein to the
contrary, notices hereunder shall be in writing, and delivered by
telecopier, overnight express mail, first-class postage prepaid,
delivered personally or by receipt courier service. All such
notices which are mailed shall be deemed delivered upon receipt.
Notices shall be addresses as follows (or to such other address
as a party may from time to time designate on notice duly given
in accordance with this paragraph): notices to Chase shall be
addressed to it at 2 Chase Manhattan Plaza, 19th Floor, New York,
New York 10081, Attention: Securities Lending Division; notices
to be given to Lender shall be addressed to it at its offices at
Attention: .
(d) Amendments, Waiver. This Lending Agreement may be
modified only by a written amendment signed by both parties, and
no waiver of any provisions hereof shall be effective unless
expressed in a writing signed by the party to be charged.
(e) Government Law, Consent to Jurisdiction, Waiver of
Immunity. This Lending Agreement shall be construed in
accordance with laws of the State of New York, without regard to
the conflict of laws principles thereof. Chase and Lender each
hereby consents to the jurisdiction of a state or federal court
situated in New York City, New York in connection with any
dispute arising hereunder and Lender hereby waives any claim of
forum non conveniens to the extent that it may lawfully do so.
To the extent that in any jurisdiction Lender may now or
hereafter be entitled to claim, for itself or its assets,
immunity from suit, execution, attachment (before or after
judgment) or other legal process, Lender irrevocably shall not
claim, and it hereby waives, such immunity.
(f) Counterparts, Headings. This Lending Agreement may be
executed in several counterparts, each one of which shall
constitute an original, and all collectively shall constitute but
one instrument. The headings of the sections hereof are included
for convenience of reference only and do not form part of this
Lending Agreement.
(g) Severability. Any provisions of this Lending Agreement
which may be determined by competent authority to be prohibited
or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceably in any
jurisdiction shall not invalidate or render unenforceable such
provisions in any other jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Lending
Agreement as of the date first above-written.
[Insert name of LENDER] THE CHASE MANHATTAN BANK, N.A.
By: By:
Title: Title:
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
EMERGING MARKETS SERIES
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 1st day of May, 1996 by and
between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. ("Fund"),
a Maryland corporation, for the EMERGING MARKETS SERIES ("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 Agreement between the Fund
on behalf of the Series and Delaware International Advisers Ltd.
provides 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; transfer of stock,
including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to
stockholders; calling and holding of stockholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian
fees; 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;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, and 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 Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current
amendments or supplements thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the
Board of Directors 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
Directors of the Fund appointing DSC as Shareholder Services Agent
for the Series and authorizing the execution of this Agreement;
(e) The Form of share certificates of the Series in the
form approved by the Board of Directors 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;
(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
Directors 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 Directors 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 Series 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 certificate 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 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.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer
agent under the Securities Exchange Act of 1934 and is duly
authorized to serve, and may lawfully serve as such.
(b) The provisions of this Agreement 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 Series, 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 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.
DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to Series' stockholders Series'
dividends, capital gains distributions or any payments from other
sources as directed by the Fund. In connection therewith, but not
in 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, 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 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
investor and Series stockholders, including retirement plans,
including activities not otherwise provided in Section I through V
of this Agreement.
VI. 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.
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.
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 Directors 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 its 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 Directors 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
investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage
arising from the conduct of the Fund's affairs in accordance
herewith or in accordance with Guidelines or instructions given
hereunder, shall be borne by 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
Directors 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 approval
by a majority vote of the Board of Directors 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/ Eric E. Miller By: /s/David K. Downes
------------------- ----------------------------
Eric E. Miller David K. Downes
Vice President/ Senior Vice President/
Assistant Secretary Chief Administrative Officer/
Chief Financial Officer
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
for the EMERGING MARKETS
SERIES
Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
-------------------------- --------------------------
Richelle S. Maestro Wayne A. Stork
Vice President/ Chairman/President and
Assistant Secretary Chief Executive Officer
Exhibit A
12b-1 PLAN
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Delaware Group Global & International
Funds, Inc. (the "Fund"), for the Emerging Markets Series (the
"Series") on behalf of the Emerging Markets Fund A Class (the
"Class"), which Fund, Series and Class may do business under
these or such other names as the Board of Directors of the Fund
may designate from time to time. The Plan has been approved by a
majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto, cast in person at a
meeting called for the purpose of voting on such Plan. Such
approval by the Directors included a determination that in the
exercise of reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Series and the shareholders of the Class. The
Plan has been approved by a majority of the outstanding voting
securities as required in the Act.
The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware International
Advisers Ltd. ("DIA Ltd.") 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 (the "Distribution Agreement").
The Distributor may enter into agreements with other
registered broker-dealers substantially in the form of the Dealer
Agreement approved by the Fund in the implementation of this
Plan and of the Distribution Agreement between it and the Series.
The Series may, in addition, enter into arrangements with persons
other than broker-dealers which are not "affiliated persons" or
"interested persons" of the Series, DIA Ltd. or the Distributor
to provide to the Series services in the Series' marketing of the
shares of the Class, such arrangements to be reflected by Service
Agreements.
The Plan provides that:
l. The Fund shall pay a monthly fee not to exceed 0.3%
(3/10 of 1%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may
be determined by the Fund's Board of Directors from time to time.
Such monthly fee shall be reduced by the aggregate sums paid by
the Fund to persons other than broker-dealers (the "Service
Providers") pursuant to Service Agreements referred to above.
2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph l above to furnish, or cause or encourage
others to furnish, services and incentives in connection with the
promotion, offering and sale of Class shares and, where suitable
and appropriate, the retention of Class shares by shareholders.
(b) The Service Providers shall use the monies paid
respectively to them to reimburse themselves for the actual costs
they have incurred in confirming that their customers have
received the Prospectus and Statement of Additional Information,
if applicable, and as a fee for (l) assisting such customers in
maintaining proper records with the Fund (2) answering questions
relating to their respective accounts and (3) aiding in
maintaining the investment of their respective customers in the
Class.
3. The Distributor shall report to the Fund at least
monthly on the amount and the use of the monies paid to it under
the Plan. The Service Providers shall inform the Fund monthly
and in writing of the amounts each claims under the Service
Agreement and the Plan; both the Distributor and the Service
Providers shall furnish the Board of Directors of the Fund with
such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use
thereof by the Distributor and the Service Providers, respective-
ly, in order to enable the Board to make an informed
determination of the amount of the Fund's payments and whether
the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of
Directors of the Fund, for their review, on a quarterly basis, a
written report of the amounts expended under the Plan and the
purposes for which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund of the commencement of the
Plan, (the "Commencement Date"); thereafter, the Plan shall
continue in effect for a period of more than one year from the
Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of
Directors of the Fund, and of the Directors who are not
interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any
agreements related to the Plan ("non-interested Directors"), cast
in person at a meeting called for the purpose of voting on such
Plan.
6. (a) The Plan may be terminated at any time by vote of a
majority of the non-interested Directors or by vote of a majority
of the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase materially
the amount to be spent for distribution pursuant to paragraph l
thereof without approval by the shareholders of the Class.
7. The Distribution Agreement between the Fund on behalf of
the Series and the Distributor, and the Service Agreements
between the Fund on behalf of the Series and the Service
Providers, shall specifically have a copy of this Plan attached
to, and its terms and provisions incorporated respectively by
reference in, such agreements.
8. All material amendments to this Plan shall be approved
by the non-interested Directors in the manner described in
paragraph 5 above.
9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be
committed to the discretion of such non-interested Directors.
10. The definitions contained in Sections 2(a)(3), 2(a)(4),
2(a)(l9) and 2(a)(42) of the Act shall govern the meaning of
"affiliated person," "assignment," "interested person(s)" and
"vote of a majority of the outstanding voting securities,"
respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date, as
previously defined.
Exhibit B
12b-1 Plan
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Delaware Group Global & International
Funds, Inc. (the "Fund"), for the Emerging Markets Series (the
"Series") on behalf of the Emerging Markets Fund B Class (the
"Class"), which Fund, Series and Class may do business under
these or such other names as the Board of Directors of the Fund
may designate from time to time. The Plan has been approved by a
majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto, cast in person at a
meeting called for the purpose of voting on such Plan. Such
approval by the Directors included a determination that in the
exercise of reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Series and the shareholders of the Class. The
Plan has been approved by a vote of the holders of a majority of
the outstanding voting securities of the Class, as defined in the
Act.
The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware Management Company,
Inc. serves as the 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 for 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 Directors from
time to time.
(b) In addition to the amounts described in (a)
above, the Fund shall pay (i) to the Distributor for payment to
dealers or others, or (ii) directly to others, an amount not to
exceed 0.25% (1/4 of 1%) per annum of the Series' average daily
net assets represented by shares of the Class, as a service fee
pursuant to dealer or servicing agreements, the forms of which
have been approved from time to time by the Fund's Board of
Directors.
2. (a) The Distributor shall use the monies paid to
it pursuant to paragraph 1(a) above to assist in the distribution
and promotion of shares of the Class. Payments made to the
Distributor under the Plan may be used for, among other things,
preparation and distribution of advertisements, sales literature
and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and
holding special promotions. In addition, such fees may be used
to pay for advancing the commission costs to dealers with respect
to the sale of Class shares.
(b) The monies to be paid pursuant to paragraph
1(b) above shall be used to pay dealers or others for, among
other things, furnishing personal services and maintaining
shareholder accounts, which services include confirming that
customers have received the Prospectus and Statement of
Additional Information, if applicable; assisting such customers
in maintaining proper records with the Fund; answering questions
relating to their respective accounts; and aiding in maintaining
the investment of their respective customers in the Class.
3. The Distributor shall report to the Fund at least
monthly on the amount and the use of the monies paid to it under
paragraph 1(a) above. In addition, the Distributor and others
shall inform the Fund monthly and in writing of the amounts paid
under paragraph 1(b) above; both the Distributor and any others
receiving fees under the Plan shall furnish the Board of
Directors of the Fund with such other information as the Board
may reasonably request in connection with the payments made under
the Plan and the use thereof by the Distributor and others in
order to enable the Board to make an informed determination of
the amount of the Fund's payments and whether the Plan should be
continued.
4. The officers of the Fund shall furnish to the
Board of Directors of the Fund, for their review, on a quarterly
basis, a written report of the amounts expended under the Plan
and the purposes for which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund of the commencement of the Plan
(the "Commencement Date"); thereafter, the Plan shall continue in
effect for a period of more than one year from the Commencement
Date only so long as such continuance is specifically approved at
least annually by a vote of the Board of Directors of the Fund,
and of the Directors who are not interested persons of the Fund
and have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan
("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by
vote of a majority of the non-interested Directors or by vote of
a majority of the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase
materially the amount to be spent for distribution pursuant to
paragraph 1 thereof without approval by the shareholders of the
Class.
7. The Distribution Agreement between the Fund on
behalf of the Series and the Distributor, and any dealers or
servicing agreements between the Distributor and brokers or
others or between the Fund on behalf of the Series and others
receiving a servicing fee, shall specifically have a copy of this
Plan attached to, and its terms and provisions incorporated
respectively by reference in, such agreements.
8. All material amendments to this Plan shall be
approved by the non-interested Directors in the manner described
in paragraph 5 above.
9. So long as the Plan is in effect, the selection
and nomination of the Fund's non-interested Directors shall be
committed to the discretion of such non-interested Directors.
10. The definitions contained in Sections 2(a)(3),
2(a)(4), 2(a)(19) and 2(a)(42) of the Act shall govern the
meaning of "affiliated person," "assignment," "interested
person(s)" and "vote of a majority of the outstanding voting
securities," respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date,
as previously defined.
Exhibit C
12b-1 Plan
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Delaware Group Global & International
Funds, Inc. (the "Fund"), for the Emerging Markets Series (the
"Series") on behalf of the Emerging Markets Fund C Class (the
"Class"), which Fund, Series and Class may do business under
these or such other names as the Board of Directors of the Fund
may designate from time to time. The Plan has been approved by a
majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto, ("non-interested
Directors"), cast in person at a meeting called for the purpose
of voting on such Plan. Such approval by the Directors included
a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Series and
the shareholders of the Class. The Plan has been approved by a
vote of the holders of a majority of the outstanding voting
securities of the Class, as defined in the Act.
The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware International
Advisers Ltd. 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 ("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 Directors 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
Directors of the Fund with such other information as the Board
may reasonably request in connection with the payments made under
the Plan and the use thereof by the Distributor and others in
order to enable the Board to make an informed determination of
the amount of the Fund's payments and whether the Plan should be
continued.
4. The officers of the Fund shall furnish to the
Board of Directors of the Fund, for their review, on a quarterly
basis, a written report of the amounts expended under the Plan
and the purposes for which such expenditures were made.
5. This Plan shall take effect at such time as the
Distributor shall notify the Fund of the commencement of the Plan
(the "Commencement Date"); thereafter, the Plan shall continue in
effect for a period of more than one year from the Commencement
Date only so long as such continuance is specifically approved at
least annually by a vote of the Board of Directors of the Fund,
and of the non-interested Directors, cast in person at a meeting
called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by
vote of a majority of the non-interested Directors or by vote of
a majority of the outstanding voting securities of the Class.
(b) The Plan may not be amended to increase
materially the amount to be spent for distribution pursuant to
paragraph 1 thereof without approval by the shareholders of the
Class.
7. All material amendments to this Plan shall be
approved by the non-interested Directors 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 Directors shall be
committed to the discretion of such non-interested Directors.
9. The definitions contained in Sections 2(a)(19),
and 2(a)(42) of the Act shall govern the meaning of "affiliated
person," "assignment," "interested person(s)" and "vote of a
majority of the outstanding voting securities," respectively, for
the purposes of this Plan.
This Plan shall take effect on the Commencement Date,
as previously defined.
<PAGE>
The Delaware Group of Funds
Multiple Class Plan Pursuant to Rule 18f-3
This Multiple Class Plan (the "Plan") has been adopted by a
majority of the Board of Directors of each of the investment companies listed on
Appendix A as may be amended from time to time (each individually a "Fund," and
collectively, the "Funds"), including a majority of the Directors who are not
interested persons of each Fund, pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "Act"). The Board of each Fund has
determined that the Plan, including the allocation of expenses, is in the best
interests of the Fund as a whole, each series of shares offered by such Fund
(individually and collectively the "Series") where the Fund offers its shares in
multiple series, and each class of shares offered by the Fund or Series, as
relevant. The Plan sets forth the provisions relating to the establishment of
multiple classes of shares for each Fund and, if relevant, its Series. To the
extent that a subject matter set forth in this Plan is covered by a Fund's
Articles of Incorporation or By-Laws, such Articles of Incorporation or By-Laws
will control in the event of any inconsistencies with descriptions contained in
this Plan.
The term "Portfolio," when used in this Plan in the context of
a Fund that offers only a single series of shares, shall be a reference to the
Fund, and when used in the context of a Fund that offers multiple series of
shares, shall be a reference to each series of such Fund.
CLASSES
1. Appendix A to this Plan describes the classes to be issued
by each Portfolio and identifies the names of such classes.
FRONT-END SALES CHARGE
2. Class A shares carry a front-end sales charge as described
in the Funds' relevant prospectuses; and Class B, Class C and Institutional
Class shares are sold without a front-end sales charge.
CONTINGENT DEFERRED SALES CHARGE
3. Class A shares are not subject to a contingent deferred
sales charge ("CDSC"), except in the following limited circumstances. On
<PAGE>
investments of $1 million or more for which a dealer's commission is paid by the
Fund's principal underwriter, a CDSC of 1.00% of the lesser of (i) the net asset
value at the time of redemption, or (ii) the original net asset value at the
time of purchase applies to redemptions of those investments within the
contingency period of 12 months from the month of purchase.
4. Class B shares redeemed within six years of their purchase
shall be assessed a CDSC at the following rate: (i) 4.00% if shares are redeemed
within two years of purchase; (ii) 3.00% if shares are redeemed during the third
or fourth year following purchase; (iii) 2.00% if shares are redeemed during the
fifth year following purchase; (iv) 1.00% if shares are redeemed during the
sixth year following purchase; and (vi) 0% thereafter.
5. Class C shares redeemed within twelve months of their
purchase shall be assessed a CDSC at the rate of 1.00% of the lesser of (i) the
net asset value at the time of redemption, or (ii) the original net asset value
at the time of purchase.
6. The CDSC for each class is waived in certain circumstances,
as described in the Funds' relevant prospectuses. Shares that are subject to a
CDSC age one month at the end of the month in which the shares were purchased,
regardless of the specific date during the month that the shares were purchased.
7. Institutional Class shares are not subject to a CDSC.
RULE 12b-1 PLANS
8. In accordance with the Rule 12b-1 Plan for the Class A
shares of each Portfolio, the Fund shall pay to Delaware Distributors, L.P. (the
"Distributor") a monthly fee not to exceed 0.30% per annum of such Portfolio's
average daily net assets represented by Class A shares as may be determined by
the Fund's Board of Directors from time to time. The monthly fee shall be
reduced by the aggregate sums paid by or on behalf of such Portfolio to persons
other than broker-dealers (the "Service Providers") pursuant to servicing
agreements.
9. In accordance with the Rule 12b-1 Plan for the Class B
shares of each Portfolio, the Fund shall pay to the Distributor a monthly fee
not to exceed 0.75% per annum of such Portfolio's average daily net assets
represented by Class B shares as may be determined by the Fund's Board of
Directors from time to time. In addition to these amounts, 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% per annum of such Portfolio's average
daily net assets represented by Class B shares, as a service fee pursuant to
dealer or servicing agreements.
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<PAGE>
10. In accordance with the Rule 12b-1 Plan for the Class C
shares of each Portfolio, the Fund shall pay to the Distributor a monthly fee
not to exceed 0.75% per annum of such Portfolio's average daily net assets
represented by Class C shares as may be determined by the Fund's Board of
Directors from time to time. In addition to these amounts, 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% per annum of such Portfolio's average
daily net assets represented by Class C shares, as a service fee pursuant to
dealer or servicing agreements.
11. A Rule 12b-1 Plan has not been adopted for the
Institutional Class shares of any Portfolio.
ALLOCATION OF EXPENSES
12. The Fund shall allocate to each class of shares of a
Portfolio any fees and expenses incurred by the Fund in connection with the
distribution or servicing of such class of shares under a Rule 12b-1 Plan, if
any, adopted for such class. In addition, the Fund reserves the right, subject
to approval by the Fund's Board of Directors, to allocate fees and expenses of
the following nature to a particular class of shares of a Portfolio (to the
extent that such fees and expenses actually vary among each class of shares or
vary by types of services provided to each class of shares of the Portfolio):
(i) transfer agency and other recordkeeping costs;
(ii) Securities and Exchange Commission and blue sky
registration or qualification fees;
(iii) printing and postage expenses related to printing and
distributing class specific materials, such as
shareholder reports, prospectuses and proxies to
current shareholders of a particular class or to
regulatory authorities with respect to such class of
shares;
(iv) audit or accounting fees or expenses relating
solely to such class;
(v) the expenses of administrative personnel and
services as required to support the shareholders
of such class;
(vi) litigation or other legal expenses relating solely
to such class of shares;
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<PAGE>
(vii) Directors' fees and expenses incurred as a result
of issues relating solely to such class of shares;
and
(viii) other expenses subsequently identified and
determined to be properly allocated to such class
of shares.
13. Except for any expenses that are allocated to a particular
class as described in paragraph 11 above, all expenses incurred by a Portfolio
will be allocated to each class of shares of such Portfolio on the basis of the
net asset value of each such class in relation to the net asset value of the
Portfolio.
ALLOCATION OF INCOME AND GAINS
14. Income and realized and unrealized capital gains and
losses of a Portfolio will be allocated to each class of shares of such
Portfolio on the basis of the net asset value of each such class in relation to
the net asset value of the Portfolio.
CONVERSIONS
15. (a) Except for shares acquired through a reinvestment of
dividends or distributions, Class B shares held for eight years after purchase
are eligible for automatic conversion into Class A shares of the same Portfolio
in accordance with the terms described in the relevant prospectus. Class B
shares acquired through a reinvestment of dividends or distributions will
convert into Class A shares of the same Portfolio pro rata with the Class B
shares that were not acquired through the reinvestment of dividends and
distributions.
(b) The automatic conversion feature of Class B
shares shall be suspended at any time that the Board of Directors of the Fund
determines that there is not available a reasonably satisfactory opinion of
counsel to the effect that (i) the assessment of the higher fee under the Fund's
Rule 12b-1 Plan for Class B does not result in the Fund's dividends or
distributions constituting a preferential dividend under the Internal Revenue
Code of 1986, as amended, and (ii) the conversion of Class B shares into Class A
shares does not constitute a taxable event under federal income tax law. In
addition, the Board of Directors of a Fund may suspend the automatic conversion
feature by determining that any other condition to conversion set forth in the
relevant prospectus, as amended from time to time, is not satisfied.
(c) The Board of Directors of a Fund may also suspend the
automatic conversion of Class B shares if it determines that suspension is
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<PAGE>
appropriate to comply with the requirements of the Act, or any rule or
regulation issued thereunder, relating to voting by Class B shareholders on the
Fund's Rule 12b-1 Plan for Class A or, in the alternative, the Board of
Directors may provide Class B shareholders with alternative conversion or
exchange rights.
16. Class A, Class C and Institutional Class shares do not
have a conversion feature.
EXCHANGES
17. Exchanges are permitted between Class A Shares and
Institutional Class Shares of a Portfolio or of any other Portfolio in the
Delaware Group funds; Class B shares of a Portfolio may only be exchanged for
Class B shares of any other Portfolio in the Delaware Group; Class C shares of a
Portfolio may only be exchanged for Class C shares of any other Portfolio in the
Delaware Group. All exchanges are subject to the eligibility and minimum
purchase requirements set forth in the Funds' prospectuses. Exchanges cannot be
made between open-end and closed-end funds within the Delaware Group.
18. Each class will vote separately with respect to the Rule
12b-1 Plan related to that class; provided, however, that Class B shares of a
Portfolio may vote on any proposal to materially increase the fees to be paid by
the Fund under the Rule 12b-1 Plan for the Class A shares of the same Portfolio.
19. On an ongoing basis, the Directors, pursuant to their
fiduciary responsibilities under the Act and otherwise, will monitor the
Portfolio for the existence of any material conflicts between the interests of
all the classes of shares offered by such Portfolio. The Directors, including a
majority of the Directors who are not interested persons of the Fund, shall take
such action as is reasonably necessary to eliminate any such conflict that may
develop. The Manager and the Distributor shall be responsible for alerting the
Board to any material conflicts that arise.
20. As described more fully in the Funds' relevant
prospectuses, broker-dealers that sell shares of a Portfolio will be compensated
differently depending on which class of shares the investor selects.
21. Each Fund reserves the right to increase, decrease or
waive the CDSC imposed on any existing or future class of shares of a Portfolio
within the ranges permissible under applicable rules and regulations of the
Securities and Exchange Commission (the "SEC") and the rules of the National
Association of Securities Dealers, Inc. (the "NASD"), as such rules may be
amended or adopted from time to time. Each Fund may in the future alter the
terms of the existing classes of such Portfolio or create new classes in
compliance with applicable rules and regulations of the SEC and the NASD.
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<PAGE>
22. All material amendments to this Plan must be approved by a
majority of the Directors of each Fund affected by such amendments, including a
majority of the Directors who are not interested persons of the Fund.
Effective as of November 29, 1995
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<PAGE>
APPENDIX A
List of Funds and Their Classes
1. Delaware Group Delaware Fund, Inc.
Delaware Fund
Delaware Fund A Class
Delaware Fund B Class
Delaware Fund C Class
Delaware Fund Institutional Class
Devon Fund
Devon Fund A Class
Devon Fund B Class
Devon Fund C Class
Devon Fund Institutional Class
2. Delaware Group Trend Fund, Inc.
Trend Fund A Class
Trend Fund B Class
Trend Fund C Class
Trend Fund Institutional Class
3. Delaware Group Value Fund, Inc.
Value Fund A Class
Value Fund B Class
Value Fund C Class
Value Fund Institutional Class
4. Delaware Group DelCap Fund, Inc.
DelCap Fund A Class
DelCap Fund B Class
DelCap Fund C Class
DelCap Fund Institutional Class
5. Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Income Fund A Class
Decatur Income Fund B Class
Decatur Income Fund C Class
Decatur Income Fund Institutional Class
<PAGE>
Decatur Total Return Fund
Decatur Total Return Fund A Class
Decatur Total Return Fund B Class
Decatur Total Return Fund C Class
Decatur Total Return Fund Institutional Class
6. Delaware Group Global & International Funds, Inc.
International Equity Series
International Equity Fund A Class
International Equity Fund B Class
International Equity Fund C Class
International Equity Fund Institutional Class
Global Bond Series
Global Bond Fund A Class
Global Bond Fund B Class
Global Bond Fund C Class
Global Bond Fund Institutional Class
Global Assets Series
Global Assets Fund A Class
Global Assets Fund B Class
Global Assets Fund C Class
Global Assets Fund Institutional Class
Emerging Market Series
Emerging Markets Fund A Class
Emerging Markets Fund B Class
Emerging Markets Fund C Class
Emerging Markets Fund Institutional Class
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