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EX-99.B9A
DELAWARE GROUP TREASURY RESERVES, INC.
INVESTORS SERIES
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 20th day of December, 1990 by and
between DELAWARE GROUP TREASURY RESERVES, INC. ("Fund"), a Maryland
corporation, for the INVESTORS SERIES (the "Series") and DELAWARE SERVICE
COMPANY, INC. ("DSC"), a Delaware corporation, each having its principal office
and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
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W I T N E S S E T H:
WHEREAS, the Investment Management Agreement between Fund and Delaware
Management Company, Inc. provides that 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 and redemption of shares;
reports and notices to shareholders; calling and holding of shareholder
meetings; miscellaneous office expenses: brokerage commissions; legal and
accounting fees; taxes; and federal and state registration fees; and
WHEREAS, the predecessor to DSC previously served as the Shareholder
Services Agent for the Series and the Fund has designated DSC to act as
Shareholder Services Agent for the Series as of the date of this Agreement; and
WHEREAS, 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
Section 1.1 Fund hereby appoints DSC its 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 Fund, as its agent, the services
described herein.
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Section 1.2 Fund shall pay DSC and DSC shall accept, for the
services provided hereunder, the compensation provided for in Section VIII
hereof. Fund also shall reimburse DSC for expenses incurred or advanced by it
for the Fund in connection with its services hereunder.
II. DOCUMENTATION
Section 2.1 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 Fund (or is otherwise familiar with),
the following documents:
A. The Articles of Incorporation or
other document evidencing Fund's form of organization and any current
amendments thereto.
B. The By-Laws of Fund;
C. Any resolution or other action of Fund or
the Board of Directors of Fund establishing or affecting the rights, privileges
or other status of any class or series of shares of Fund, or altering or
abolishing any such class or series;
D. A certified copy of a resolution of the
Board of Directors of 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 Fund;
F. A copy of 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 shareholder accounts of the Series.
H. Copies of documents relating to Plans of
Fund for the purchase, sale or repurchase of its shares, including periodic
payment or withdrawal plans, reinvestment plans or retirement plans;
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I. Any opinion of counsel to 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 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 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 document
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.
Section 2.2 Fund and DSC may consult as to forms or documents
that may be required in performing services hereunder.
Section 2.3 Fund shall provide or make available to DSC a
certified copy of any resolution of the shareholders or the Board of Directors
of 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 Fund or the payment of dividends.
Section 2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock or share certificate or the
books recording the same, 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 Fund as to the
validity of such action, if requested by DSC.
Section 2.5 Fund warrants the following:
A. Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
shares which it issues will be properly registered and lawfully issued under
applicable federal and state laws.
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B. The provisions of this contract 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.
Section 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 contract 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 DSC or its
property.
III. SHARE CERTIFICATES
Section 3.1 Fund shall furnish or authorize DSC to obtain, at
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. 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.
Section 3.2 DSC shall safeguard, and shall account to Fund, upon
its demand for, all such share certificates: (A) as issued, showing to whom
issued, or (B) as unissued, establishing the safekeeping, cancellation or
destruction thereof.
Section 3.3 Fund shall promptly inform DSC in writing of any
change in the officers authorized to sign share 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.
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IV. TRANSFER AGENT
Section 4.1 As Transfer Agent, 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-shareholder accounts and crediting such shares to
accounts created and/or maintained for transferee-shareholders; if applicable,
issue and/or cancel stock certificates.
C. Upon proper redemption authorization,
determine the total shares to be redeemed and redeemed; determine the total
redemption payments to be made and made; redeem shares by debting shareholder
accounts; as applicable receive and cancel stock certificates for shares
redeemed; and remit or cause to be remitted the redemption proceeds to
shareholders.
D. Create and maintain accounts; reconcile and
control cash due and paid, shares issued and to be issued, cash to be remitted
and remitted and shares debted and credited to accounts; provide such notices,
instructions or authorizations as Fund may require.
Section 4.2 DSC shall not be required to issue, transfer or
redeem Series' shares upon receipt of it from Fund, or from any federal or
state regulatory agency or authority, written notice that the issuance,
transfer or redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
Section 5.1 As Dividend Disbursing Agent for the Series, DSC
shall disburse and cause to be disbursed to Series' shareholders Series'
dividends, capital gains distributions or any payments from other sources as
directed by Fund. In connection therewith, but not in limitation thereof, DSC
shall:
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A. Calculate the total disbursement due and
payable and the disbursement to each shareholder as to shares owned, in
accordance with Fund's authorization.
B. Calculate the total disbursements for each
shareholder, as aforesaid, to be disbursed in cash; prepare and mail check
therefor.
C. Calculate the total disbursement for each
shareholder, 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 the 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 Fund may
require.
Section 5.2 DSC shall not be required to make any disbursement
upon the receipt from Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
Section 6.1 As Shareholder Servicing Agent, 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 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 shareholders and their agents.
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C. As instructed by Fund, prepare and mail
shareholder account information, mail Series shareholder reports and Series
prospectuses.
D. Prepare and mail Fund proxies and material
for Fund shareholder meetings, receive and process proxies from shareholders,
and deliver such proxies as directed by Fund.
E. Administer investment plans offered by Fund
to investors and Series shareholders, including Retirement Plans, including
activities not otherwise provided in Section I through V of this Agreement.
VII. PERFORMANCE OF DUTIES
Section 7.1 The parties hereto intend that Series shareholders
and their shareholdings 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 Fund.
Section 7.2 DSC may, in performing this Agreement, require Fund
or 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 shareholders.
Section 7.3 DSC may request or receive instructions from Fund and
may at 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.
Section 7.4 DSC shall maintain reasonable insurance coverage for
errors and omissions and reasonable bond coverage for fraud.
Section 7.5 Upon notice thereof to Fund DSC may employ others to
provide services to DSC in its performance of this Agreement.
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Section 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 Fund, the other Funds of the Delaware Group and others.
Section 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 of 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 Fund's records.
Section 7.8 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
Section 8.1 Fund and DSC acknowledge that because DSC has common
ownership and close management ties with Fund's investment advisor and Fund's
distributor and serves the other Funds of the Delaware Group, DSC having been
originally established to provide the services hereunder for Fund and the other
Funds of the Delaware Group, advantages and benefits to Fund in the employment
of DSC hereunder can be available which may not generally be available to it
from others providing similar services.
Section 8.2 Fund and DSC further acknowledge that the
compensation by 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 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 Series
and its shareholders.
Section 8.3 Compensation by 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.
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Section 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 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
Section 9.1 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 contract, 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 Fund.
X. CONTRACTUAL STATUS
Section 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, 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 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 such approval.
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Section 10.2 This Agreement may not be assigned without the
approval of Fund.
Section 10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
ATTEST:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary Chairman and
Chief Executive Officer
DELAWARE GROUP
TREASURY RESERVES, INC.
FOR THE INVESTORS SERIES
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▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary President
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SCHEDULE A
COMPENSATION
1.DSC will determine and report to the Fund, at least annually, the
compensation for services to be Provided to the Fund for DSC's forthcoming
fiscal year or period.
▇.▇▇ determining such compensation, DSC will fix and report a fee to be charged
per account and/or per transaction, as may be applicable, for services
provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly.
3.The fee will consist of an annual per account charge coupled with a series of
transaction charges. These are as follows:
A. ANNUAL CHARGE
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Daily Dividend Funds $9.00 per annum
Other Funds $4.20 per annum
B. TRANSACTION CHARGE
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TRANSACTION CHARGE
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1. Dividend Payment $ 0.35
2. New Account 5.75
3. Purchase:
a. Wire 6.00
b. Money Market Automated 1.50
b. Other 2.25
4. Transfer 2.25
5. Certificate Issuance 2.00
6. Liquidation:
a. Wire 12.25
b. Draft .50
c. Money Market Regular 2.50
d. Daily Dividend Regular 6.00
7. Exchanges 7.00