DEPOSITARY AGREEMENT Date: May 26, 2000 ChaseMellon Shareholder Services, L.L.C. 85 Challenger Road Ridgefield Park, NJ 07660 Attn: Reorganization Department Ladies and Gentlemen: Delaware Group Dividend and Income Fund, Inc., a Maryland corporation (the "Purchaser") is offering to purchase up to 10% of its issued and outstanding shares of Common Stock, $0.01 par value (the "Shares"), for cash, upon the terms and conditions set forth in its Offer to Purchase dated June 1, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which shall include the Internal Revenue Service Form W-9), copies of which are attached hereto as Exhibits A and B, respectively, and which together, as they may be amended from time to time, constitute the "Offer." The "Expiration Date" for the Offer shall be 5:00 p.m. New York City time, on June 29, 2000 unless and until the Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Purchaser from time to time, shall expire. All terms not defined herein shall have the same meaning as in the Offer. 1) Tender of Shares. In your capacity as Depositary, you will receive tenders of shares. Subject to the terms and conditions of this Agreement, you are authorized to accept such tenders of shares in accordance with the first paragraph hereof and the Letter of Transmittal, and to act in accordance with the following instructions: (a) tenders of Shares may be made only in accordance with the terms and conditions set forth in the Offer to Purchase, and Shares shall be considered validly tendered to you only if: (i) you receive prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) you receive (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the "NYSE") trading day after the date of execution of such Notice of Guaranteed Delivery; and 1 (iii) in the case of either clause (i) or (ii) above, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by you on behalf of the Purchaser in the first instance, but, the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 4 hereof. (b) For the purpose of this Agreement: (i) a "Confirmation" shall be a confirmation of book-entry transfer of Shares into your account at The Depository Trust Company (the "Book-Entry Transfer Facility") to be established and maintained by you in accordance with Section 3 hereof; (ii) a "Notice of Guaranteed Delivery" shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and the Depositary, substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to become bound by the form of such notice; (iii) an "Eligible Institution" shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an "Agent's Message" shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and the Depositary, to and received by the Depositary and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary's office. (c) We acknowledge that in connection with the Offer you may enter into agreements or arrangements with a Book-Entry Transfer Facility which, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) you, as Depositary, are authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, you are expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary and appropriate representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser. 2) Book-Entry Account. You shall take all commercially reasonable steps to establish and, subject to such establishments, maintain an account at each Book-Entry Transfer Facility for book-entry transfers of Shares, as set forth in the Letter of Transmittal and of the Offer to Purchase. You will maintain the Book-Entry account until all Shares tendered pursuant to the Offer shall have been subject to payment or returned. 2 3) Procedure for Defective Items. (a) You will examine any certificate representing Shares, Letter of Transmittal (or facsimile thereof), Notice of Guaranteed Delivery or Agent's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal received by you to determine whether you believe any tender may be defective. In the event you conclude that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent's Message or other document has been improperly completed, executed or transmitted, any of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions), if service fee checks or money orders are not properly executed or timely received, or if some other irregularity in connection with the tender of Shares exists, you are authorized subject to Section 4(b) hereof to advise the tendering stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity, but you are not authorized to accept any tender not in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which you deem to be defective, unless you shall have received from the Purchaser the Letter of Transmittal which was surrendered (or if the tender was made by means of a Confirmation containing an Agent's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. (b) Promptly upon your concluding that any tender is defective, you shall, after consultation with and on the written instructions of the Purchaser, use reasonable efforts in accordance with your regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent's Message, as the case may be, of such determination and, when necessary, return the certificates and checks/or money orders (the "service fee checks") involved to such person in the manner described in Section 11 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that you shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, you shall pro-rate Shares pursuant to the terms and conditions of the Offer to Purchase and any instructions provided to you by Purchaser regarding such proration. You agree to maintain accurate records as to all Shares tendered prior to or on the Expiration Date. 3 4) Notice of Withdrawal. You will return to any person tendering Shares, in the manner described in Section 10 hereof, any certificates representing Shares (and, if a complete withdrawal, the service fee checks) tendered by such person but duly withdrawn pursuant to the Offer to Purchase. To be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be received by you within the time period specified for withdrawal in the Offer to Purchase at your address set forth on the back page of the Offer to Purchase. Any notice of withdrawal must specify the name of the person having deposited the Shares to be withdrawn, the number of Shares to be withdrawn and, if the certificates representing such Shares have been delivered or otherwise identified to you, the name of the registered holder(s) of such Shares as set forth in such certificates. If the certificates have been delivered to you, then prior to the release of such certificates the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. You are authorized and directed to examine any notice of withdrawal to determine whether you believe any such notice may be defective. In the event you conclude that any such notice is defective you shall, after consultation with and on the instructions of the Purchaser, use reasonable efforts in accordance with your regular procedures to notify the person delivering such notice of such determination. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, whose determination shall be final and binding. Any Shares so withdrawn shall no longer be considered to be properly tendered unless such Shares are re-tendered prior to the Expiration Date pursuant to the Offer to Purchase. 5) Amendment/Extension of Offer. Any amendment to or extension of the Offer, as the Purchaser shall from time to time determine, shall be effective upon notice to you from the Purchaser given prior to the time the Offer would otherwise have expired, and shall be promptly confirmed by the Purchaser in writing; provided that you may rely on and shall be authorized and protected in acting or failing to act upon any such notice even if such notice is not confirmed in writing or such confirmation conflicts with such notice. If at any time the Offer shall be terminated as permitted by the terms thereof, the Purchaser shall promptly notify you of such termination. 6) Report of Tender Activity. At 11:00 a.m. New York City time, or as promptly as practicable thereafter on each business day, or more frequently if reasonably requested as to major tally figures, you shall advise each of the parties named below by telephone as to, based upon your preliminary review (and at all times subject to final determination by Purchaser), as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the number of Shares duly tendered on such day; (ii) the number of Shares duly tendered represented by certificates physically held by you on such day; (iii) the number of Shares represented by Notices of Guaranteed Delivery on such day; (iv) the number of Shares tendered that you have determined are defective, (v) the number of Shares withdrawn on such day; and (vi) the cumulative totals of Shares in categories (i) through (v) above through 12:00 noon, New York City time, on such day: 4 (a) Michael Pellegrino 2005 Market Street Philadelphia, PA 19103 (Phone) 215-255-1477 (Fax) 215-255-2108 (b) If the foregoing individual is not available, then the following individual should be contacted at the same address and fax number: Eric E. Miller (phone) 215-255-1255. You shall furnish to each of the above-named persons a written report confirming the above information which has been communicated orally on the business day following such oral communication as well as any other information reasonably requested from time to time. You shall furnish to the Information Agent (as defined in the Offer to Purchase) and the Purchaser, such reasonable information, to the extent such information has been furnished to you, on the tendering stockholders as may be requested from time to time. You shall furnish to the Purchaser, upon request, master lists of Shares tendered for purchase, including an A-toZ list of the tendering stockholders. 7) Date/Time Stamp. Each document received by you relating to your duties hereunder shall be dated and time stamped when received. 8) Distribution of Entitlements. (a) If under the terms and conditions set forth in the Offer to Purchase the Purchaser becomes obligated to accept and pay for Shares tendered, upon instruction by the Purchaser and as promptly as practicable, but in any event not later than 5:00 p.m., New York City time, on the fifth NYSE trading day after the latest of: (i) the Expiration Date; (ii) the physical receipt by you of a certificate or certificates representing tendered Shares (in proper form for transfer by delivery), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) or a Confirmation including an Agent's Message and any other documents required by the Letter of Transmittal; and (iii) the deposit by the Purchaser with you of sufficient federal or other immediately available funds to pay, subject to the terms and conditions of the Offer, all stockholders for whom checks representing payment for Shares are to be drawn, less any adjustments required by the terms of the Offer, and all applicable tax withholdings, you shall, subject to Section 15 hereof, deliver or cause to be delivered to the tendering stockholders and designated payees, consistent with this Agreement and the Letter of Transmittal, official bank checks of the Depositary, as agent for the Purchaser, and payable through the Depositary in the amount of the applicable purchase price specified in the Offer (less any applicable tax withholding) for the Shares theretofore properly tendered and purchased under the terms and conditions of the Offer. The Purchaser will also deposit with you on your request federal or other immediately available funds in an amount equal to the total stock transfer taxes or other governmental charges, if any, payable by the Purchaser as set forth in the Offer to Purchase in respect of the transfer or issuance to the Purchaser or its nominee or nominees of all Shares so purchased. You shall apply to the proper authorities for the refund of money paid on account of such transfer taxes or other governmental charges. On receipt of such refund, you will promptly pay over to the Purchaser all money refunded. 5 (b) At such time as you shall be notified by the Purchaser, you shall request the transfer agent for the Shares to effect the transfer of all Shares purchased pursuant to the Offer and to issue certificates for such Shares so transferred, in accordance with written instructions from the Purchaser, and upon your receipt thereof notify the Purchaser. The Purchaser shall be responsible to arrange for delivery of the certificates. (c) You hereby waive any and all rights of lien, attachment or set-off whatsoever, if any, against the securities, money, assets or property that are deposited with or received by you from the Purchaser as Depositary, whether such rights arise by reason of statutory or common law, by contract or otherwise. 9) Tax Reporting. (a) On or before January 31st of the year following the year in which the Purchaser accepts Shares for payment, you will prepare and mail to each tendering stockholder whose Shares were accepted, other than stockholders who demonstrate their status as nonresident aliens in accordance with United States Treasury Regulations ("Foreign Stockholders"), a Form 1099-B reporting the purchase of Shares as of the date such Shares are accepted for payment. You will also prepare and file copies of such Forms 1099-B by magnetic tape with the Internal Revenue Service in accordance with Treasury Regulations on or before February 28th of the year following the year in which the Shares are accepted for payment. (b) You will deduct and withhold 31% backup withholding tax from the purchase price payable with respect to Shares tendered by any stockholder, other than a Foreign Stockholder, who has not properly provided you with his taxpayer identification number, in accordance with Treasury Regulations. You will forward such witholding taxes to the Internal Revenue Service with the appropriate required documentation customarily required to discharge the Purchaser's applicable withholding obligation with respect to such transactions. (c) Should any issue arise regarding federal income tax reporting or withholding, you will take such action as the Purchaser instructs you in writing. 10) Return of Shares. If, pursuant to the terms and conditions of the Offer, the Purchaser has notified you that it does not accept certain of the Shares tendered or purported to be tendered or a stockholder withdraws any tendered Shares, you shall promptly return the deposited certificates for such Shares, together with any other documents received, to the person who deposited the same. If a stockholder delivers to you a certificate representing a number of Shares in excess of the number of Shares tendered by such stockholder, you shall promptly after the Expiration Date return to such stockholder a certificate representing the Shares not tendered. Certificates for such unpurchased Shares shall be forwarded by you, at your option, by: (i) first class mail under a blanket surety bond protecting you and the Purchaser from losses or liabilities arising out of the non-receipt or nondelivery of such Shares; or (ii) registered mail insured separately for the value of such Shares. If any such Shares were tendered or purported to be tendered by means of a Confirmation containing an Agent's Message, you shall notify the Book-Entry Transfer Facility that transmitted said Confirmation of the Purchaser's decision not to accept the Shares. 6 11) Instructions. Any instructions given to you orally, as permitted by any provision of this Agreement, shall be confirmed in writing by the Purchaser or the Information Agent, as the case may be, as soon as practicable. You shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which you reasonable believe to be accurate, but do not conform with the written confirmation received in accordance with this Section. 12) Fees. Whether or not any Shares are tendered or the Offer is consummated, for your services as Depositary hereunder we shall pay to you compensation in accordance with the fee schedule attached as Schedule 1 hereto, together with reimbursement for reasonable out-of-pocket expenses, including reasonable fees and disbursements of your counsel, which are reasonably documented. 13) Authorizations and Protections. As Depositary hereunder you: (a) shall have no duties or obligations other than those specifically set forth herein or in Exhibits A, B, and C hereto, or as may subsequently be agreed to in writing by you and the Purchaser; (b) shall have no obligation to make payment for any tendered Shares unless the Purchaser shall have provided the necessary federal or other immediately available funds to pay in full amounts due and payable with respect thereto; (c) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates or the Shares represented thereby deposited with you or tendered through an Agent's Message hereunder and will not be required to and will make no representations as to or be responsible for the validity, sufficiency, value, or genuineness of the Offer; (d) shall not be obligated to take any legal action hereunder; if, however, you determine to take any legal action hereunder, and, where the taking of such action might in your judgment subject or expose you to any expense or liability, you shall not be required to act unless you shall have been furnished with an indemnity reasonably satisfactory to you; (e) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission, Agent's Message or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by the proper party or parties; (f) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to your actions as Depositary specifically covered by this Agreement (or supplementing or qualifying any such actions) of the Purchaser; 7 (g) may consult counsel satisfactory to you, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by you hereunder in good faith and in accordance with the advice of such counsel; (h) shall not be called upon at any time, and shall not, advise any person tendering or considering tendering pursuant to the Offer as to the wisdom of making such tender or as to the market value of any security tendered thereunder or as to any other financial or legal aspect of the Offer or any transaction related thereto; (i) may perform any of your duties hereunder either directly or by or through agents or attorneys and you shall be responsible for any misconduct or negligence on the part of any agent or attorney appointed by you hereunder; (j) shall not be liable or responsible for any recital or statement contained in the Offer or any other documents relating thereto; (k) shall not be liable or responsible for any failure of the Purchaser or the Parent to comply with any of their respective obligations relating to the Offer, including without limitation obligations under applicable securities laws; (l) are not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person, including without limitation the Information Agent; and (m) shall not be liable or responsible for any delay, failure, malfunction, interruption or error in the transmission or receipt of communications or messages through electronic means to you from a Book-Entry Transfer Facility, or for the actions of any other person in connection with any such message or communication. 14) Indemnification. (a) The Purchaser and the Parent jointly and severally indemnify and hold you harmless from and against any loss, liability, claim or expense ("Loss") arising out of or in connection with your duties under this Agreement, including the costs and expenses of defending yourself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of your gross negligence or intentional misconduct. Anything in this agreement to the contrary notwithstanding, in no event shall you be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if you have been advised of the likelihood of such damages and regardless of the form of action. Any liability of ChaseMellon will be limited to the amount of fees paid by Client hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or your duties hereunder or the rights of the Purchaser or Parent or of any stockholders surrendering certificates for Shares pursuant to the Offer, you shall not be required to act and shall not be held liable or responsible for your refusal to act until the question or dispute has been judicially settled (and you may, if you in your sole discretion deem it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to you and executed by the Purchaser and Parent and each such stockholder and party. In addition, you may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have an interest in the settlement. 8 This section shall survive termination of this Agreement. 15) Termination. Unless terminated earlier by the parties hereto, this Agreement shall terminate upon (a) Purchaser's termination or withdrawal of the Offer, (b) if Purchaser does not terminate or withdraw the Offer, the date which is 6 months after the later of (i) your sending of checks to tendering stockholders in accordance with Section 9(a) hereof and (ii) your delivery of certificates to the Purchaser in accordance with Section 9(b) hereof or (c) if not terminated or withdrawn earlier, the date which is 12 months after the date of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Purchaser any certificates, funds or property then held by you as Depositary under this Agreement, and after such time any party entitled to such certificates, funds or property shall look solely to the Purchaser and not the Depositary therefore, and all liability of the Depositary with respect thereto shall cease, provided, however, that the Depositary, before being required to make such delivery to the Purchaser, may, at the expense of the Purchaser, cause to be published in a newspaper of general circulation in the City of New York with consent of the Purchaser as to such cost, or mail to each person who has tendered Shares but not received payment, or both, notice that such certificates, funds or property remain unclaimed and that after a date specified therein, which shall not be less than 30 days from the date of publication or mailing, any unclaimed balance of such certificates, funds or property will be delivered to the Purchaser. 17) Representations, Warranties and Covenants. Purchaser represents, warrants and covenants that (a) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Offer and the execution, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the certificate of incorporation or bylaws of the Purchaser or any indenture, agreement or instrument to which it is a party or is bound, (c) this Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid, binding and enforceable obligation, (d) the Offer will comply in all material respects with all applicable requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the Offer. 18) Specimen Signatures. Set forth in Exhibit D hereto is a list of the names and specimen signatures of the persons authorized to act for the Parent under this Agreement. The Secretary or Assistant Secretary of the and Purchaser shall, from time to time, certify to you the names and signatures of any other persons authorized to act for the Purchaser under this Agreement. 19) Notices. All notices, requests and other communications shall be in writing and sent or delivered to the addresses indicated on the signature page hereof. 9 20) Miscellaneous. a) This Agreement shall be governed by and construed in accordance with the laws of the State of New Yorkwithout giving effect to conflict of laws rules or principles. b) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto. c) In the event that any claim of inconsistency between this Agreement and the terms of the Offer arise, as they may from time to time be amended, the terms of the Offer shall control, except with respect to the duties, liabilities and rights, including without limitation compensation and indemnification, of you as Depositary, which shall be controlled by the terms of this Agreement. d) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among us to the full extent permitted by applicable law. e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties hereto. f) This Agreement may not be assigned by any party without the prior written consent of all parties. g) You shall not be liable for any failure or delay arising out of conditions beyond your reasonable control which may include work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences. Please acknowledge receipt of this Letter, the Offer to Purchase, the Letter of Transmittal, and the Notice of Guaranteed Delivery, and confirm the arrangements herein provided by signing and returning the enclosed copy hereof, whereupon this Agreement and 10 your acceptance of the terms and conditions herein provided shall constitute a binding Agreement between us. Very truly yours, Delaware Group Dividend and Income Fund, Inc. By:____________________________________________ Name: Title: Address for notices: Delaware Group Dividend and Income Fund, Inc. Attn: Michael P. Bishof 1818 Market Street Philadelphia, PA 19103 With a copy to: Delaware Management Company Attn: General Counsel 2005 Market Street Philadelphia, PA 19103 Accepted and agreed to by: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as DEPOSITARY By:___________________________________ Name: Title: Address for notices: 11 CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Exhibit A Exhibit B Exhibit C Offer to Purchase Letter of Transmittal Notice of Guaranteed Delivery 12 SCHEDULE 1 CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Schedule of Fees as Depositary ========================================================================================================= I. Acceptance Fee (this fee includes the preparation of our standard daily report) Examining Letters of Transmittal and accompanying securities, each Items requiring additional handling (legal items, option items, correspondence items, partial tenders, window items, and items not providing a taxpayer identification number), each Guarantee items and Withdrawal items, each Preparing and filing Form 1099B with tendering stockholder and appropriate government agencies, each Backup withholding 31% of purchase price as tax, where applicable, each Calculating pro-rata items, each Midnight Expirations, each Extensions of Offer, each Special Services Reasonable-of-pocket expenses, including overtime and microfilming of letters of transmittal and attached documentation If the aggregate amount of the fees charged as described above, exclusive of Special Services and out-of-pocket expenses, is less than $20,000.00, such fees shall not be payable and a total fee of $20,000.00 shall be payable in lieu of such fees. $7,500.00 $14.00 $11.00 II. III. IV. V. $11.00 Waived VI. VII. VIII. IX. X. XI. Waived N/A $2,500.00 $2,500.00 By Appraisal Additional 13 May 22, 2000 Delaware Group Dividend and Income Fund, Inc. 1818 Market Street Philadelphia, PA 19103 To Whom It May Concern: This letter of agreement sets forth the terms and conditions by which ChaseMellon Shareholder Services ("we," "our," "us" or "ChaseMellon") shall provide to Delaware Group Dividend and Income Fund, Inc., ("you," "your" or "Delaware") our Information Agent services (the "Services") in connection with the self-tender of your shares ("Offer"). We shall provide you with the following Services: (i) Counseling you concerning the organization and timing of the Offer. (ii) Assist in the coordination of all printing activities and advertisement placement in connection with the Offer. (iii) Establishing contacts with brokers, dealers, banks and other nominees on your behalf in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended. (iv) Determining the material requirements necessary to fulfill mailing requirements to all registered and "street" holders and other interested parties. (v) Assistance with drafting and reviewing documents in a timely manner, including, but not limited to, the following documents: Offer to Purchase, Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9), Notice of Guaranteed Delivery and Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees ("Offering Materials"). (vi) Distrubute the relevant Offering Materials to the registered and beneficial owners of Delaware's common stock and to other interested parties. (vii) Provide a toll-free telehone line for shareholder inquiries from 9:00 a.m. to 5:00 p.m. each business day. (viii) Building and maintaning a current file of eligible participants, including registered holders and beneficial holders identified through our research. (ix) Status reporting to management upon commencement of activity and continuing daily including total shares presented and tendered. (x) Payment of all broker forwarding invoices, subject to collection from you of monies for this purpose. Fee for Services The fee for acting as information agent is $7,500.00, plus all reasonable and reasonably vouched out-of pocket expense incurred by us, including, without limitation, telephone, Bank/Broker listings, and postage costs. This information agent fee shall be payable upon execution of this agreement. Invoices for out-of-pocket expenses shall be rendered monthly as incurred and shall be payable within 30 days of receipt. Our services shall commence upon receipt of a signed copy of this contract and expire thirty days from the expiration of the Offer. Responsibility You shall indemnify and hold us, our directors, officers, employees and agents harmless from and against any and all claims, liabilities, losses, damages and/or expenses, including reasonable attorneys' fees, which any of them shall or may incur or sustain in conection with the performance of the Services or this agreement, except to the extent caused directly by our gross negligence or willful misconduct. This indemnification obligation shall survive the termination of this Agreement. Any libility to you we may incur in connection with our provision of Services hereunder (including any additional services mutually agreed to by you and us) shall be limited to and not exceed the fees actually paid to us for the provision of the services described above. Anything in this agreement to the contrary notwithstanding, in no event shall we be liable for special, indirect or consequential loss or damage of any kind whatsoever, even if we have been advised of the likelihood of such loss or damage and regardless of the form of action. Miscellaneous This agreement shall be made in, governed by, and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. All information and status reporting shall be sent to your address as above written or such other address as you may advise us in writing, or orally confirmed in writing. This agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior understandings, oral or written, relating hereto and may not be changed orally. Any waiver or change of any of the provisions hereof must be in writing and signed by the parties hereto. The failure of either party hereto at any time to require performance by the other party of any provision hereof shall not affect the right of such party to require performance at any time thereafter. If the foregoing terms and conditions are acceptable to you, please sign and return to us the counterpart of this letter of agreement. Very truly yours, CHASEMELLON SHAREHOLDER SERVICES L.L.C. By:_____________________________________ Title:__________________________________ Date:___________________________________ ACCEPTED: DELAWARE GROUP DIVIDEND AND INCOME FUND INC. By:____________________________________ Title:___________________________________ Date:_____________________________________ CHASEMELLON SHAREHOLDER SERVICES L. L. C. INFORMATION AGENT FEE SCHEDULE INFORMATION AGENT FEE $7,500.00 OUTGOING PHONE CALLS - OPTIONAL (Calls to Banks, Brokers and Nominees included in base fee) $4.50 PER CALL (Includes phone # look up and up to three call backs) INCOMING PHONE CALLS EXTENSION FEE $3.50 PER CALL $1,000.00 PER EXTENSION INVESTMENT MANAGEMENT AGREEMENT AGREEMENT, made by and between DELAWARE GROUP DIVIDEND AND INCOME FUND, INC., a Maryland corporation (the "Company") severally on behalf of each series of shares of common stock of the Company that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a "Fund" and, together with other series of shares listed on such Exhibit, the "Funds"), and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the "Investment Manager"). W I T N E S S E T H: WHEREAS, the Company has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") ; WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities; and WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940 as an investment adviser and engages in the business of providing investment management services; and WHEREAS, the Company, severally on behalf of each Fund, and the Investment Manager desire to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows: 1. The Company hereby employs the Investment Manager to manage the investment and reinvestment of each Fund's assets and to administer the Company's affairs, subject to the direction of the Company's Board of Directors and officers 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 Company in any way, or in any way be deemed an agent of the Company. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund's objectives and policies and shall furnish the Board of Directors of the Company with such information and reports regarding each Fund's investments as the Investment Manager deems appropriate or as the Directors of the Company may reasonably request. 2. The Company 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 shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders' and Directors' meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. Directors, trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family (including the Company). Directors, trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity. In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Company and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them. 3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager will place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected who provide statistical, factual and financial information and services to the Company, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a "Sub-Adviser") or to any other fund for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Company or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provide investment advisory services 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 NASD Regulation, 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 Company, the Investment Manager may cause a Fund 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 the Investment Manager has 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 Company on behalf of the Funds and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager or any Sub-Adviser exercises investment discretion. 4. As compensation for the services to be rendered to a particular Fund by the Investment Manager under the provisions of this Agreement, that Fund shall pay monthly to the Investment Manager exclusively from that Fund's assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto, which Exhibit may be amended from time to time as provided in Paragraphs 10(b) and (c) of this Agreement. If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund 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 calendar days after the date of termination. 5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Investment Advisers Act of 1940 ("Sub-Advisers") to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any SubAdviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the -2- requisite approval of the Fund's shareholders is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser. 6. The services to be rendered by the Investment Manager to the Company on behalf of each 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. 7. 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 Company or to any other investment company, corporation, association, firm or individual. 8. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the investment adviser to any of the Company's Funds, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates shall have the right permanently to adopt and to use the words "Delaware," "Delaware Investments" or "Delaware Group" in their names and in the names of any series or class of shares of such funds. 9. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Company on behalf of any Fund, the Investment Manager shall not be subject to liability to the Company or to any Fund or to any shareholder of the Company 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. 10. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund 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 the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Directors of the Company who are not parties hereto or interested persons of any such party ("Independent Directors"), cast in person at a meeting called for the purpose of voting on such approval. (b) Except as provided in Paragraph 10(c) below, no amendment to this Agreement (or to Exhibit A hereto) shall be effective with respect to any Fund unless approved by: (i) a majority of the Directors of the Company, including a majority of Independent Directors; and (ii) a majority of the outstanding voting securities of the particular Fund. Any such amendment that pertains to a Fund will not change, or otherwise affect the applicability of, this Agreement with respect to other Funds. (c) The Agreement (and Exhibit A hereto) may be amended with respect to a Fund without the approval of a majority of the outstanding voting securities of that Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time to add or remove one or more Funds, or to reflect changes in management fees, by an amendment to Exhibit A hereto executed by the Company and the Investment Manager. Any such amendment that pertains to a Fund will not change, or otherwise affect the applicability of, this Agreement with respect to other Funds. -3- (d) This Agreement may be terminated as to any Fund by the Company at any time, without the payment of a penalty, on sixty days' written notice to the Investment Manager of the Company's intention to do so, pursuant to action by the Board of Directors of the Company or pursuant to the vote of a majority of the outstanding voting securities of the affected Fund. 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 Company on behalf of a 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. 11. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. 12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities"; "interested persons"; and "assignment" shall have the meaning defined in the 1940 Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers and duly attested as of the 1st day of January, 1999. DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. on behalf of the Funds listed on Appendix A /s/ David K. Downes By:__________________________ Name: David K. Downes Title: President /s/ Wayne A. Stork By:____________________________ Name: Wayne A. Stork Title: Chairman /s/ David P. O'Connor Attest:______________________ Michael T. Pellegrino Attest:________________________ Name: David P. O'Connor Title: Vice President Assistant Secretary Name: Michael T. Pellegrino Title: Assistant Vice President Assistant Secretary -4- EXHIBIT A THIS EXHIBIT to the Investment Management Agreement between DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the "Investment Manager") entered into as of the 1st day of January, 1999 (the "Agreement") provides the management fee rate schedule for the Company and the date on which the Agreement became effective for the Company. Management Fee Schedule (as a percentage of average daily net assets) Annual Rate ----------0.55% Fund Name --------Delaware Group Dividend and Income Fund, Inc. Effective Date -------------January 1, 1999 -5- REGISTRAR AND STOCK TRANSFER AGENCY AGREEMENT AGREEMENT, dated as of March 18, 1993, between Delaware Group Dividend and Income Fund, Inc. a Maryland corporation (the "Company") and Chemical Bank, a New York corporation (The "Agent"). The Company hereby appoints Chemical Bank its Registrar, Transfer, Dividend Disbursing, and Dividend Reinvestment Agent for all Authorized Shares of each Class of Stock (the "Shares") listed in Schedule A annexed hereto and all shares of each class of stock as may hereafter be authorized by the Company and with respect to which the Company requests the Agent to so serve, and Chemical Bank hereby accepts that appointment upon the following terms and conditions. SECTION 1. THE AGENCY 1.1 Shares Certificates. On or before the date hereof, the Company delivered to the Agent an adequate supply of blank Share certificates executed on behalf of the Company by the manual or facsimile signatures as needed and requested by the Agent. Unless otherwise directed by the Company, the Agent may issue Share certificates executed by a Company officer who has subsequently ceased to hold office. The Agent shall keep Share certificates delivered to it by the Company in a secure place until their issuance, pursuant to this Agreement. 1.2 Original Issuance. The Agent shall complete and register Share certificates for original issues of Shares upon receipt of: 1) a requisition from the Company or its designee setting forth with respect to each Shareholder; a) the name, address and, if available, tax identification number of the Shareholder; b) the number of Shares to be issued; c) the date of issue; d) delivery instructions; e) if the Shares are listed as Reserve for Future Issuance Under Existing Agreements in Schedule A annexed hereto, the identity of the agreement pursuant to which they are being issued; and f) all necessary information and instructions with respect to "Stop Orders", legending, and other transfer limitations, if any. 2) an opinion of counsel, which opinion may be issued by in-house legal counsel of Delaware Management Company, Inc., in substance to the effect that: a) the Company is a duly incorporated and existing corporation in good standing under the laws of the State of its incorporation; b) the Shares to be issued have been duly authorized and when issued as requisitioned, will be validly issued, fully paid and nonassessable; c) the Shares to be issued have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or that no registration is required, stating the basis therefor; and have been duly registered under the Securities Exchange Act of 1934, as amended, or that no such registration is required, stating the basis therefor; d) the Shares to be issued may be freely transferred; and e) the issuance of the Shares to be issued will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or By-laws of the Company, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking known to counsel to which the Company is a party or by which it is bound. 3) The Agent shall notify each co-Transfer Agent and each co-Registrar, if any, of each original issue of Share certificates by it. 4) The Agent shall notify the Company in case any proposed issue of shares by the Company would result in an over-issue as defined by Section 8-104(2) of the Uniform Commercial Code and in such event, shall refuse to credit such shares and shall not countersign and issue certificates for such shares. 1.3 Transfer and Exchanges. Upon surrender to the Agent of a Share certificate properly endorsed for transfer or exchange, and payment to the Agent of any tax or other governmental charge imposed in connection with the transfer or exchange, the Agent shall issue a new Share certificate registered in the name of the transferee or the exchanging Shareholder as the case may be. Share certificates surrendered for transfer which are subject to transfer restrictions must be accompanied by: (1) an opinion of counsel addressed to the Company an the Agent stating that the transfer restrictions are inapplicable to the proposed transfer and setting forth the basis therefor; and (ii) authorization from the Company to make the requested transfer on the basis of the opinion. Requests for the removal of transfer restriction legends on Share certificates must be accompanied by: (1) an opinion of counsel stating that the transfer restriction legend is no longer applicable and setting forth the basis therefor; and (ii) authorization from the Company to remove the legend on the basis of the opinion. 1.4 Shareholder Lists, Mailings. Upon the request of an officer of the Company, the Agent shall provide the Company and/or its designee(s) with lists of the names and addresses of the Shareholders and shall mail letters, reports, and other written materials to the Shareholders. The Company shall consult with the Agent on the form and size of materials to be mailed by the Agent to Shareholders so that so far as possible the materials will be compatible with the Agent's equipment. 1.5 Records. The Agent shall retain cancelled Share certificates and shall maintain records with respect to its agency under this Agreement in accordance with applicable laws and regulations, including the Investment Company Act of 1940, as amended, and the regulations thereunder, and its customary practice. Such records shall include records showing for each shareholder's account the following: (I) names, addresses, and tax identifying numbers; (ii) number of shares held; (iii) historical information regarding the account of each shareholder, including dividends paid, voluntary cash investments, and date and price for all transactions; (iv) any stop or restraining order placed against the account; (v) information with respect to withholdings, as applicable; (vi) any dividend reinvestment order, plan application, dividend address and correspondence relating to the current maintenance of the account; (vii) certificate numbers and denominations for any shareholder holding certificates; (viii) any information required in order for the Agent to perform its duties hereunder. The Agent shall notify the Company of any request or demand to examine certificates and records and secure instructions from the Company with respect to the request or demand, but the Agent may nevertheless comply with any request or demand if it is advised in writing by counsel that it is legally obligated to do so. From time to time, the Agent may, and shall upon the Company's request, deliver to the Company cancelled Share certificates and records which are no longer needed by the Agent in the performance of its services or for its protection, and the Company shall maintain the certificates and records for seven years from the date of their delivery. At the request of the Agent, the Company shall make the certificates and records retained by it available for examination by appropriate governmental authorities, and shall, upon demand of an authority, provide it with hard copy of the certificates and records, and Agent shall make such books and records and other deemed necessary available for inspection upon written authorization or request of the Company. To the extent that the cancelled certificates and records are not delivered to the Company for safekeeping and storage, Agent shall preserve for the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940 such records as are required to be maintained by Rule 31a-1 under such Act. 1.6 Lost Certificates. Subject at all time to the provisions of applicable law and of the Company's By-laws, if any, governing such matters, the Agent shall issue and register replacement Share certificates for certificates represented to have been lost, stolen or destroyed upon receipt by it of: (i) evidence acceptable to it of the loss, theft or destruction; and (ii) indemnity acceptable to it sufficient to save it and the Company harmless. The Agent may issue and register new certificates in exchange for and upon cancellation of mutilated certificates. 1.7 Dividends. A Record Date for the payment of a dividend on any Shares shall be at least 10 business days prior to the Mailing Date for the dividend. Not less than 2 business days prior to the Record Date for the payment of a dividend, the Company shall deliver to the Agent a Notice of Declaration of Dividend substantially in the form of Exhibit I hereto, signed by the Secretary or an Assistant Secretary of the Company, and shall make arrangements with the Agent for the disbursement of any non-cash portion of the dividend. Upon receipt of a Notice of Declaration of Dividend, the Agent shall prepare checks for the disbursement of the cash portion of the dividend to the Shareholders on the Record Date and shall make arrangements with the Company for the disbursement of any non-cash portion of the dividend. On or before the Mailing Date for the cash portion of a dividend, the Company shall deposit with the Agent the full amount of the cash portion of the dividend in immediately available funds. Subject to its having received that deposit, the Agent shall mail on the Mailing Date the checks for the cash portion of the dividend. The Agent shall comply with applicable United States of America and State of New York tax withholding and reporting requirements and, if directed by the Company, shall prepare reports for the Company's use in other States. With respect to those shareholders who are participants in the Company's Dividend Reinvestment Plan, the Agent shall credit all dividends and distributions to the shareholder's account. The Agent shall purchase shares on the open market in accordance with, and to meet the requirements of, the Dividend Reinvestment Plan. The Agent shall reinvest dividends and distributions credited to the accounts of participating shareholders in accordance with the Dividend Reinvestment Plan, and prepare and mail confirmations of such reinvestments. The Agent shall perform such other functions as may be necessary or desirable to administer the Dividend Reinvestment Plan in accordance with its terms. 1.8 Undelivered Dividends and Other Distributions. The Agent shall provide the Company once in each calendar year with a report listing all checks for the payment of dividends on any Shares which have remained uncashed for more than two years and all non-cash dividends and other distributions on any Shares which the Agent has been unable to deliver to the Shareholders entitled thereto for more than two years. 1.9 Miscellaneous. The Agent shall also perform the following services: 1) Maintenance of Accounts: Post all transactions and update related records daily; answer shareholder correspondence; place, maintain and remove stop transfer orders; and perform such other functions as may be necessary or desirable to maintain shareholder accounts. 2) Information and Reports: Furnish to the Company such information and reports as may be agreed upon from time to time. 3) Annual Meetings: Provide such shareholder information to the Company as may be reasonably requested as of the close of business on the record date or such other dates as may be applicable; mail proxies via first class mail with proxy statements, return envelopes and, if applicable, annual reports; mail broker search notices; receive, examine, and tabulate proxies; report vote; if requested, serve as Inspectors of Election; and perform such other information as may be necessary or reasonably requested by the Company in connection with its annual meetings. SECTION 2. RIGHTS OF THE AGENT 2.1 Scope of Agency. The Agent is acting solely as agent for the Company under this Agreement and owes no duties to any other person. The Agent will, however, cooperate with the Company's custodian, administrator, investment adviser, and independent accountants in the performance of their duties. The Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent. 2.2 Standard of Care. The Agent 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 Company's records. In the absence of bad faith, willful misconduct, reckless disregard of the performance of its duties, or negligence on its part, the Agent shall be liable for any action taken suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Agent is authorized to refuse to make any transfer it reasonably and in good faith deems improper. The Agent may rely and shall be protected in acting or refraining from acting upon any Company communication authorized by this Agreement; upon any communication from any predecessor Transfer Agent or co-Transfer Agent or from any predecessor Registrar or co-Registrar; and upon any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper or document reasonably believed by it to be genuine and to have been given by a person reasonably believed to be authorized to give such instruction, notice, request, direction, consent, report, certificate or other instrument. With the Company's prior approval, the Agent may consult with counsel whose advise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with and reliance thereon. 2.3 No Obligation to Make Advances. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur out-of-pocket expense of the type subject to reimbursement hereunder in the performance of its duties under this Agreement. 2.4 Use of Agents and Attorneys. The Agent may perform its duties and exercise its rights under this Agreement either directly or by or through agents or attorneys, provided that performance of its duties and exercise of its rights through an agent or attorney shall not relieve the Agent of its liabilities and responsibilities to the Company under this Agreement. 2.5 Compensation, Expenses and Indemnification. The Company shall pay the Agent from time to time such reasonable compensation for all services rendered by it under this Agreement as may be mutually agreed upon by the parties. The Company shall reimburse the Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Agent to cover the cost of postage, stationery, envelopes, forms, printing, and special mailings associated with extraordinary events such as mergers or acquisitions or bulk rate mailings, either of which may be outsourced by Agent with the Company's prior approval, and for reasonable counsel fees incurred by Agent in connection with the performance of its duties under this Agreement, provided that the Company's prior approval of the use of counsel shall have been obtained, and provided further that the Company shall not reimburse the Agent for any expense or disbursement attributable to its negligence, willful misconduct, reckless disregard of the performance of its duties, or bad faith. The Company shall indemnify the Agent for, and hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct, reckless disregard of the performance of its duties, or bad faith on the Agent's part arising out of or in connection with its agency under this Agreement, including the reasonable costs and reasonable expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties under this Agreement. The obligations of the Company to the Agent under this Section 2.5 shall survive the termination of the agency under this Agreement, subject to any statue of limitations applicable to any cause of action with respect to which indemnification may be sought hereunder by the Agent. SECTION 3. THE COMPANY 3.1 Representations and Warranties. The Company represents and warrants to the Agent that: a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and fully paid and are nonassessable; and any Shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be nonassessable. b) The Shares issued and outstanding on the date hereof: (i) have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective or are exempt from such registration; and (ii) have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; c) any Shares to be issued hereunder, when issued: (i) shall have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective or shall be exempt from such registration; and (ii) have been duly registered under the Securities Exchange Act of 1934, as amended, or shall be exempt from such registration; d) the execution and delivery of this Agreement and the issuance of the Shares hereunder do not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the By-laws of the Company, any law or regulation, any order or decree of any court of public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound; and 3.2 Notice of Changes. The Company shall promptly notify the Agent of the following: a) Any change in the name of the Company, its Certificate of Incorporation, or its By-laws. b) Any change in the title of a Class of Stock from that set forth in Column (1) of Schedule A hereto. c) Any change in the Number of Authorized Shares from that set forth in Column (2) of Schedule A hereto. d) Any change in existing agreements or any entry into new agreements changing the Number of Authorized Shares Reserved for Future Issuance Under Existing Agreements from that set forth in Column (4) of Schedule A hereto. e) Any change in the number of outstanding Shares subject to "Stop Orders" or other transfer limitations unless the Agent shall have received notice of the change pursuant to Section 1.3 hereto. f) The listing or delisting of any Shares on any stock exchange. g) The appointment after the date hereof of any co-Transfer Agent or any co-Registrar for any of the Shares. h) The merger of the Company into, or the consolidation of the Company with, or the sale or other transfer of the assets of the Company substantially as an entirety to, another person; or the merger or consolidation of another person into or with the Company. i) Any other change in the affairs of the Company of which the Agent must have knowledge to perform properly its duties under this Agreement. SECTION 4. MISCELLANEOUS 4.1 Communications. All communications pursuant to this Agreement shall be in writing (including telegraphic, telex, telecopier and other written communications transmitted by wire, radio or otherwise) and shall be mailed, sent or delivered: --------------------------------------------------------------------------------------------If to the Company, addressed: Company: Delaware Group Dividend and Income Fund, Inc. (both mail and hand delivery if Address: 1818 Market Street Philadelphia, PA 19103 different) Attention: Joseph A. Finelli --------------------------------------------------------------------------------------------With copy to: Company: Address: Delaware Management Company, Inc. 2005 Market Street Philadelphia, PA 19103 Attention: George M. Chamberlain, Jr., Esquire --------------------------------------------------------------------------------------------If to the Agent, addressed: Company: Address: Chemical Bank - 15th Floor 450 West 33rd Street New York, NY 10001 Attention: Stock Transfer Administration --------------------------------------------------------------------------------------------- or to such other address as the party to whom the communication is addressed shall have previously communicated to the other party. Unless otherwise expressly provided in this Agreement, communications on behalf of the Company shall be given by the President, a Vice President, an Assistant Vice President, the Secretary, Assistant Secretary, the Treasurer or an Assistant Treasurer, or any other person authorized by one of them to give communications to the Agent under this Agreement. Communications shall be effective when received at the proper address. 4.2 Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the Company and the Agent. 4.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 4.4 Effective Date; Duration. The agency under this Agreement shall commence at the opening of business as of the date first written above and shall continue until terminated. The Company may terminate the agency at any time by so notifying the Agent. The Agent may terminate the agency upon 60 days prior notice to the Company. Except as otherwise expressly provided in this Agreement, the respective rights and duties of the Company and the Agent under this Agreement shall cease upon termination of the agency. 4.5 Amendments. This Agreement may not be amended or modified in any manner except by a written agreement by both the Company and the Agent. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered. DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. BY: /s/ Wayne A. Stork -----------------------------------(Name) Wayne A. Stork (Title) Chairman CHEMICAL BANK /s/ Susan J. Joura -----------------------------------(Name) Susan J. Joura (Title) Vice President BY: SCHEDULE A to the Registrar And Stock Transfer Agency Agreement, Dated as of _________________________, between Delaware Group Dividend and Income Fund, Inc. and Chemical Bank STOCK SUBJECT TO THE AGREEMENT ---------------------------- -------------------------- ------------------------------- ----------------(1) (2) (3) (4) ---------------------------- -------------------------- ------------------------------- ----------------Number of Authori Number of Authorized Shares Shares Reserved f Issued and Outstanding Future Issuance U Number of (including Treasury Shares) Existing Agreemen Class of Stock Authorized Shares ---------------------------- -------------------------- ------------------------------- ----------------- EXHIBIT I Form for Notice of Declaration of Dividend Date: Chemical Bank as Agent under the Registrar and Stock Transfer Agent Agreement of Delaware Group Dividend and Income Fund, Inc. Dated: 450 West 33rd Street -- 15th Floor New York, New York 10001 Attn: Stock Transfer Administration Notice of Declaration of Dividend Ladies and Gentlemen: I hereby certify that the Board of Directors of Delaware Group Dividend and Income Fund, Inc. at a meeting held on _________________ declared the following cash dividend on the below-listed stock of the Company: Title of Class of Stock:________________________________________ Amount of Dividend per Share:___________________________________ Payable to Shareholders of Record at the Close of Business on:____________________________________ Dividend Payable Date:__________________________________________ Mailing Date for Dividend Checks:_______________________________ Pursuant to Section 1.7 of the above-mentioned Agency Agreement, the Company shall deposit with you the full amount of this cash dividend in immediately available funds on or before the Mailing Date for Dividend Checks. (If there are to be any enclosures with the dividend checks, the Notice should so state and describe the arrangements made to ensure timely delivery of the enclosures to the Agent. If the Board of Directors has declared a non-cash dividend, the Notice should describe the property being disbursed and set forth the amount to be disbursed per Share, the Record Date, the Disbursement Date, the Mailing Date, if any, and the arrangements the Company has made with the Agent for the disbursement of the non-cash dividend.) Very truly yours, Corporate Secretary EXHIBIT II Form for Declaration of Stock-Option Exercise [YOUR COMPANY LETTERHEAD] [Date] Special Issuance Dept. Chemical Bank 450 West 33rd Street - 10th Floor New York, NY 10001 Exercise Number: ___________ Ladies and Gentlemen: The following individual has exercised options under the [Company Name] [Plan Title]. Please take the necessary steps to issue the shares as indicated below: Date of Certificate: Number of Shares: ____________________________ ____________________________ Check one ______Original Issue ______Transfer from Treasury Name and Address: ____________________________ ____________________________ Account Number: (if available) Social Security Number: Restrictive Legend: Code Account: Mailing Address for Certificates: ____________________________ ____________________________ ____________________________ ________ Code 4 _______ Stop 4 ____________________________ ____________________________ ____________________________ Method of Delivery ____________________________ Very truly yours, COMPANY NAME CONTACT NAME AND PHONE NUMBER EXHIBIT III List of Supporting Papers to be Delivered to Chemical Bank with the Execution and Delivery of this Agreement REGISTRAR AND STOCK TRANSFER AGENCY AGREEMENT (the "Agreement") dated as of March 18, 1993 with respect to All Authorized Shares of Each Class of Stock set forth in Schedule A of this Agreement (the "Shares") BETWEEN Delaware Group Dividend and Income Fund, Inc. and Chemical Bank 1. Two executed copies of this Agreement. 2. An adequate supply of Share Certificates. 3. Copy of the Company's Certificate of Incorporation, which may be a Restated Certificate of Incorporation, and any amendments thereto, certified by the Secretary of State of the state of incorporation. 4. Certificate, as of a recent date, of the Secretary of State of the state of incorporation as to the good standing of the Company and listing all Company charter documents on file, which certificate may be a photocopy. 5. Composite Certificate of the Secretary or an Assistant Secretary of the Company, under its corporate seal, stating that: a) the copy of the Company's Certificate of Incorporation, as amended, provided under No. 3 above, is true and complete; b) the attached copy of the By-laws of the Company is true and complete and those By-laws remain in full force and effect; c) This Agreement has been executed and delivered pursuant to the authority of the Company's Board of Directors; d) (i) the attached specimen Share certificates for each Class of Stock set forth in Schedule A to the Agreement are in substantially the form submitted to and approved by the Company's Board of Directors for current use; (ii) the attached specimen Shares certificates for each Class of Stock with issued and outstanding Shares set forth in Schedule A to the Agreement are in substantially the form previously submitted to and approved by the Company's Board of Directors for past use; e) (i) the attached list of existing agreements pursuant to which Shares have been reserved for future issuance, as set forth in Schedule A to the Agreement, specifying the number of reserved Shares subject to each such existing agreement and the substantive provisions thereof, is true and complete or (ii) no Shares have been reserved for future issuance; f) (i) each Shareholder list provided pursuant to No. 6 below is true and complete (which certification may state that it is based upon the certification of the predecessor Transfer Agent or predecessor Registrar which prepared the list) or (ii) no Shares of the Company are, at the time, outstanding; g) the following are the names of each stock exchange upon which any of the Shares are listed and the number and identity of the Shares so listed; h) (i) the following are the names and addresses of each co-Transfer Agent and each co-Registrar for any of the Shares and the extent of its appointment, or (ii) there are no co-Transfer Agents and no co-Registrars for any of the Shares; and i) the persons who, as officers of the Company, executed and delivered the Agreement or any certificates delivered to Chemical Bank in connection with the execution and delivery of the Agreement were validly elected to, and the incumbents of, the offices they purported to hold at the time of such execution and delivery, and that their signatures on the Agreement and any such certificates are genuine; and upon which is subscribed a Certificate of an officer of the company, other than the officer executing the Composite Certificate, stating that the person who executed the Composite Certificate was validly elected to, and is the Secretary or an Assistant Secretary (as the case may be) of the Company and that his signature on the composite Certificate is genuine. 6. A Shareholder list, preferably in machine readable format, certified as true and complete by the person preparing the list, for each Class of Stock with issued and outstanding Shares listed in Schedule A to the Agreement, setting forth as to each such holder, his name and address, tax identification number certified by the Shareholder pursuant to requirements of the Internal Revenue Code and applicable regulations, the number of Shares held, Share certificate numbers and the existence of any "Stop Orders" or other transfer limitations. 7. Opinion or opinions of counsel addressed to Chemical Bank, as Agent under this Agreement, which opinions may be issued by in-house legal counsel of Delaware Management Company, Inc., in substance to the effect that: a) the Company is a duly incorporate and existing corporation in good standing under the laws of the state of its incorporation and has full power to execute and deliver this Agreement; b) this Agreement has duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company; c) the Authorized Shares listed in Column (2) of Schedule A to the Agreement have been duly authorized, and the certificates for the Shares, specimens of which are attached to the Composite Certificate (No. 5 above), are, to the best of such counsel's knowledge, in proper form under the laws of the Company's state of incorporation; d) the Authorized Shares listed as Issued and Outstanding in Column (3) of Schedule A to this Agreement: (i) are validly issued, fully paid and non-assessable, (ii) have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective or that no such registration is required stating the basis therefor; and (iii) have been duly registered under the Securities Exchange Act of 1934, as amended, or that not such registration is required, stating the basis therefor; e) the Authorized Shares listed as Issued and Outstanding in Column (3) of Schedule A to the Agreement may be freely transferred except to the extent such transfer is restricted pursuant to a "Stop Order" or other transfer limitation listed in the Shareholder lists provided pursuant to No. 6 above and the Share certificates have been legended to reflect the restriction or no such legend is appropriate; and f) the execution and delivery of the Agreement and the issuance of the Authorized Shares listed as Issued and Outstanding in Column (3) of Schedule A to the Agreement will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or By-laws of the Company, and law or regulation, or any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture contract, agreement or undertaking known to counsel to which the company is a party or by which it is bound. AUTHORIZED SIGNATURES OF OFFICERS OF DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. For Shareholder Services Department CHEMICAL BANK, NEW YORK, NEW YORK (Print or type Name & Title) (Official Signature) Wayne A. Stork, Chairman /s/ Wayne A. Stork -------------------------------------------------------------------------------Brian F. Wruble, President/CEO /s/ Brian F. Wruble -------------------------------------------------------------------------------Winthrop S. Jessup, Executive Vice President /s/ Winthrop S. Jessup -------------------------------------------------------------------------------George M. Chamberlain, Jr., Senior Vice /s/George M. Chamberlain President/Secretary -------------------------------------------------------------------------------David K. Downes, Senior Vice President/Chief /s/ David K. Downes Administrative Officer/CFO -------------------------------------------------------------------------------Joseph A. Finelli, Vice President/Treasurer /s/Joseph A. Finelli -------------------------------------------------------------------------------Joseph H. Hastings, Vice President/Controller /s/ Joseph H. Hastings -------------------------------------------------------------------------------Eric E. Miller, Vice President/Assistant Secretary /s/Eric E. Miller -------------------------------------------------------------------------------Richelle S. Maestro, Assistant Vice President/ /s/ Richelle S. Maestro Assistant Secretary -------------------------------------------------------------------------------- You are hereby authorized to accept the signatures of the officers that appear on this card in connection with the issue, transfer, and registration of stock certificates of said company. Mailing Address Delaware Group Dividend and Income Fund, Inc. 1818 Market Street Philadelphia, PA 19103 /s/George M. Chamberlain Secretary August 3, 1993 Date DELAWARE CLOSED-END FUNDS FUND ADMINISTRATION AND ACCOUNTING AGREEMENT THIS AGREEMENT, made as of this 1st day of July, 1998 by and between the registered investment companies listed on Schedule A, which Schedule may be amended from time to time as provided in Section 8 hereof (each corporation or common law or business trust, hereinafter referred to as a "Company," and all such entities collectively hereinafter referred to as, the "Companies"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware corporation, having its principal office and place of business at 1818 Market Street, Philadelphia, Pennsylvania 19103. W I T N E S S E T H: WHEREAS, the Investment Management Agreements between the Companies and Delaware Management Company provide, in part, that each Company shall conduct its business and affairs and shall bear the expenses necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred with respect to administrative and accounting services; and WHEREAS, the services to be provided under this agreement previously were provided by unaffiliated third party administrators; and WHEREAS, the Companies and DSC desire to have a written agreement concerning the performance of administrative and accounting services for each Company and providing compensation therefor; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending legally to be bound, it is agreed: I. APPOINTMENT AS AGENT Section 1.1 The Companies hereby each appoint DSC as their administrative and accounting agent ("Accounting Agent"), to provide such services as are set forth herein and DSC hereby accepts such appointment and agrees to provide the Companies, as their agent, the services described herein. Section 1.2 The Companies shall pay DSC and DSC shall accept, for the services provided hereunder, the compensation provided for in Section VI hereof. The Companies also shall reimburse DSC for expenses incurred or advanced by it for the Companies in connection with its services hereunder. II. DOCUMENTATION Section 2.1 Each Company represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Companies (or is otherwise familiar with), the following documents: -2- A. The Articles of Incorporation or Agreement and Declaration of Trust or other document, as relevant, evidencing each Company's form of organization and any current amendments thereto. B. The By-Laws or Procedural Guidelines of each Company. C. Any resolution or other action of each Company or the Board of Directors or Trustees of each Company establishing or affecting the rights, privileges or other status of any class of shares of a Company, or altering or abolishing any such class. D. A certified copy of a resolution of the Board of Directors or Trustees of each Company appointing DSC as Accounting Agent for each Company and authorizing the execution of this Agreement or an amendment to Schedule A of this Agreement. E. A copy of each Company's currently effective prospectus[es] and Statement[s] of Additional Information under the Securities Act of 1933, if effective. F. A certified copy of any resolution of the Board of Directors or Trustees of each Company authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority. G. Any amendment, revocation or other document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. -3- Section 2.2 Each Company and DSC may consult as to forms or documents that may be required in performing services hereunder. Section 2.3 Each Company warrants the following: A. The Company is, or will be, a properly registered investment company under the Investment Company Act of 1940 (the "1940 Act") and any and all shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. B. The provisions of this contract do not violate the terms of any instrument by which the Company is bound; nor do they violate any law or regulation of any body having jurisdiction over the Company or its property. Section 2.4 DSC warrants that the provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property. III. SERVICES TO BE PROVIDED BY DSC Section 3.1 Net Asset Value ("NAV") Calculation. As Accounting Agent for each Company, DSC will perform all functions necessary to provide NAV calculations for each Company, including: -4- A. Maintaining each Company's securities portfolio history by: 1. recording portfolio purchases and sales; 2. recording corporate actions and capital changes relating to portfolio securities; 3. accruing interest, dividends and expenses; and 4. maintaining the income history for securities purchased by a Company. B. Determining distributions to Company shareholders. C. Recording and reconciling shareholder activity including reconciling Company shares outstanding to the records maintained by the Company's transfer agent. D. Valuing a Company's securities portfolio, which includes determining the NAV for the Company. E. Disseminating Company NAVs and dividends to interested parties (including the stock exchanges on which the Companies are listed and other interested parties). F. Resolving pricing and/or custody discrepancies. Section 3.2 Financial Reporting. As Accounting Agent, DSC shall perform financial reporting services for each Company, which shall include: A. The preparation of semi-annual and annual reports for shareholders which involves the performance of the following functions: -5- 1. preparing all statements of net assets, statements of operations and statements of changes in net assets for the Company; 2. preparing footnotes to financial statements for the Company; 3. preparing workpapers for each Company's annual audit by its independent public accountants; and 4. coordinating the annual audit by each Company's independent public accountants. B. Reporting to the ICI in response to requests for monthly and other periodic information. C. Performing statistical reporting, which includes periodic reports for third party reporting agencies. D. Furnishing financial information for any additional required SEC reporting, such as the preparation of financial information for each Company's reporting on Form N-SAR, the furnishing of financial information for each Company's prospectus[es] and statement[s] of additional information, and the financial information required for each Company's annual Rule 24f-2 notice filing. Section 3.3 Compliance Testing. DSC will monitor, test and prepare and maintain supporting schedules which evidence compliance with the definitional and distribution requirements under the Internal Revenue Code of 1986, as amended ("IRC"), including the following: -6- A. The requirement to be registered at all times during the taxable year under the 1940 Act (IRC Section 851 (a)). B. The annual ninety percent gross income test (IRC Section 851(b)(2)). C. The quarterly IRC industry diversification tests (IRC Sections 851(b)(4) and 817(h)). D. The 90% distribution requirements (IRC Section 852(a)). Section 3.4 Other Services. In addition to the above, DSC, in its capacity as Accounting Agent for the Company, will perform the following services: A. Providing the financial information necessary for the preparation of all federal and state tax returns and ancillary schedules, including: 1. year-end excise tax distributions; and 2. compliance with Subchapter M and Section 4982 of the IRC. B. Performing special tax reporting to transfer agent for dissemination to shareholders, including the preparation of reports which reflect income earned by each Company by state, exempt income and distributions that qualify for the corporate dividends received deduction. C. The preparation of expense and budget figures for each Company, including the maintenance of detailed records -7- pertaining to expense accruals and payments and adjusting reports to reflect accrual adjustments. D. The preparation of reports for Board of Directors' or Trustees' meetings. E. Coordination of the custody relationship. F. Facilitating security settlements. G. Performance of required foreign security accounting functions. H. Performance of cash reconciliations for each Company. I. Providing identified reports to portfolio managers including: 1. providing portfolio holdings and security valuation reports; 2. preparing cash forecasts and reconciliations as mutually agreed upon; and 3. preparing income projections. J. Prepare and file reports and other documents and notices required by U.S. Federal securities laws and regulations and by U.S. stock exchanges on which Company shares are listed. K. Arrange for payment of Company's expenses. L. Oversee the performance of professional services rendered to the Company by its custodian and auditors. M. Prepare such financial information and reports as may be required by any banks from which the Company borrows funds. -8- N. Prepare reports related to the Company's preferred stock and commercial paper, if any, as required by rating agencies. O. Assist in preparing financial information relating to the Company for the Company's proxy materials and earnings press releases. P. Provide the Company's transfer agent, dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Company's dividend reinvestment plan. IV. PERFORMANCE OF DUTIES Section 4.1 DSC may request or receive instructions from a Company and may, at a Company's expense, consult with counsel for the Company or its own counsel, with respect to any matter arising in connection with the performance of its duties hereunder, and shall not be liable for any action taken or omitted by it in good faith in accordance with such instructions or opinions of counsel. Section 4.2 DSC shall maintain reasonable insurance coverage for errors and omissions and reasonable bond coverage for fraud. -9- Section 4.3 Upon notice thereof to a Company, DSC may employ others to provide services to DSC in its performance of this Agreement. Section 4.4 Personnel and facilities of DSC used to perform services hereunder may be used to perform similar services to all Companies of the Delaware Investments Family of Funds and to others, and may be used to perform other services for all of the Companies of the Delaware Investments Family of Funds and others. Section 4.5 The Companies and DSC may, from time to time, set forth in writing at the Companies' expense certain guidelines to be applicable to the services hereunder. V. ACCOUNTS AND RECORDS Section 5.1 The parties hereto agree and acknowledge that the accounts and records maintained by DSC with respect to a Company shall be the property of such Company, and shall be made available to the relevant Company promptly upon request and shall be maintained for the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940 or such longer period as shall be agreed to by the parties hereto, at such Company's expense. -10- VI. COMPENSATION Section 6.1 The Companies and DSC acknowledge that the compensation to be paid hereunder to DSC is intended to induce DSC to provide services under this Agreement of a nature and quality which the Boards of Directors or Trustees of the Companies, including a majority who are not parties to this Agreement or interested person of the parties hereto, have determined after due consideration to be necessary for the conduct of the business of a Company in the best interests of a Company and its shareholders. Section 6.2 Compensation by a Company hereunder shall be determined in accordance with Schedule B hereto as it shall be amended from time to time as provided for herein and which is incorporated herein as a part hereof. Section 6.3 Compensation as provided in Schedule B shall be reviewed and approved for each Company in the manner set forth in Section 8.1 hereof by the Boards of Directors or Trustees of the Companies at least annually and may be reviewed and approved more frequently at the request of either party. The Boards may request and DSC shall provide such information as the Boards may reasonably require to evaluate the basis of and approve the compensation. VII. STANDARD OF CARE Section 7.1 The Companies acknowledge that DSC shall not be liable for, and in the absence of willful misfeasance, bad -11- faith, gross negligence or reckless disregard of the performance of its duties under this contract, agree to indemnify DSC against, any claim or deficiency arising from the performance of DSC's duties hereunder, including DSC's costs, counsel fees and expenses incurred in investigating or defending any such claim or any Accounting or other proceeding, and acknowledge that any risk of loss or damage arising from the conduct of a Company's affairs in accordance herewith or in accordance with guidelines or instructions given hereunder, shall be borne by the Company. The indemnification provided for in this Section 7.1 shall be made Company by Company so that DSC is only entitled to indemnification from a Company for actions arising from the performance of DSC's duties as to that Company. VIII. CONTRACTUAL STATUS Section 8.1 This Agreement shall be executed and become effective as to a Company listed on Schedule A as of the date first written above if approved by a vote of such Company's Board of Directors or Trustees, including an affirmative vote of a majority of the non-interested members of the Board of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company DSC, as the case may be, on sixty (60) days notice by either that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement on sixty (60) days notice to DSC. Compensation under this Agreement by a Company shall require approval by a majority vote of the Board of Directors or Trustees of such Company, including an affirmative vote of the majority of the non-interested members of such Board cast in person at a meeting called for the purpose of voting such approval. -12- Section 8.2 This Agreement shall become effective as to any Company not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company to such Schedule is executed by DSC and such new Company following approval by the Company desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the Companies. Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. -13- DELAWARE SERVICE COMPANY, INC. /s/David K. Downes By:_____________________________________ David K. Downes President/Chief Executive Officer/ Chief Financial Officer DELAWARE GROUP DIVIDEND and INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND and INCOME FUND, INC. VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. /s/ Wayne A. Stork By:___________________________________ Wayne A. Stork Chairman -14- SCHEDULE A INVESTMENT COMPANY PARTIES TO AGREEMENT DELAWARE GROUP DIVIDEND and INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND and INCOME FUND, INC. VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. SCHEDULE B COMPENSATION Fee Schedule for The Delaware Closed-End Funds The Company shall pay the Accounting Agent a monthly fee at an annual rate of 0.05% of the Company's average daily or weekly net assets, as applicable, based on the net asset value on each day or on the last day of each week, as applicable, on which the New York Stock Exchange is open for business (or on such other day as may be established by the Company's Board of Directors). Average net assets shall be calculated for this purpose without regard to the liquidation value of any outstanding shares of preferred stock of the Company and without regard to liabilities arising from other senior securities, borrowings or other forms of leveraging. The minimum annual fee per fund payable to the Accounting Agent shall be $85,000 for Companies whose assets consist exclusively of U.S. securities, and $100,000 for any Company owning non-U.S. securities. CHASE GLOBAL CUSTODY AGREEMENT AGREEMENT, effective May 1, 1996, between THE CHASE MANHATTAN BANK, N.A. (the "Bank") and those registered investment companies listed on Schedule A hereto (each a Customer ) on behalf of certain of their respective series, as listed on Schedule A (individually and collectively the Series ). 1. Customer Accounts. The Bank agrees to establish and maintain the following accounts ("Accounts"): (a) A custody account in the name of the Customer on behalf of each Series ("Custody Account") for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer ("Securities"); and (b) A deposit account in the name of the Customer on behalf of each Series ("Deposit Account") for any and all cash in any currency received by the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or check. The Customer warrants its authority to: 1) deposit the cash and Securities ("Assets") received in the Accounts and 2) give Instructions (as defined in Section 11) concerning the Accounts. Such Instructions shall specifically indicate to which Series such Assets belong or, if such Assets belong to more than one Series, shall allocate such Assets to the appropriate Series. The Bank may deliver securities of the same class in place of those deposited in the Custody Account. Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately accounted for as additional Accounts under the terms of this Agreement. 2. Maintenance of Securities and Cash at Bank and Subcustodian Locations. Unless Instructions specifically require another location acceptable to the Bank: (a) Securities will be held in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for payment or where such Securities are acquired; and (b) Cash will be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts. To the extent available and permissible under applicable law and regulation, Cash held pursuant to Instructions shall be held in interest bearing accounts. If interest bearing accounts are not available, such cash may be held in non-interest bearing accounts. The Bank is authorized to maintain cash balances on deposit for the Customer with itself or one of its affiliates. Interest bearing accounts shall bear interest at such reasonable rates of interest as may from time to time be paid on such accounts by the Bank or its affiliates. (iii) For each Series that is exclusively a domestic Series, the following additional provisions shall apply: (x) In the event that during a given calendar month a Series has maintained an average daily cash balance greater than zero, the Bank shall provide an earnings credit against custody fees otherwise owing hereunder by such Series during such calendar month in an amount equal to the product of (A) 75% of the 90 day U.S. government Treasury bill rate as quoted in the Wall Street Journal for the last Business Day (being a day on which the Bank is open for the transaction of all its ordinary business) of such calendar month, (B) the average daily cash balance for such month, and (C) the number of days in such calendar month divided by 365. (y) In the event that during a given calendar month a Series has maintained an average daily cash balance less than or equal to zero, the Bank shall be paid interest on such amount by such Series in an amount equal to the product of (A) the Overnight Fed Funds Rate (as defined below) plus 25 basis points for the last Business Day of such calendar month, (B) the average daily cash balance for such month, and (C) the number of days in such calendar month divided by 365. (z) For purposes of (y) above, the term Overnight Fed Funds Rate shall mean the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York (with the rate for the last Business Day of a given calendar month being the rate so published on the Business Day immediately following such Day), or, if such rate is note so published, the average quotations, for the last Business Day of a given calendar month, of such transactions received by the Bank from three Federal funds brokers of recognized standing selected by the Bank. If the Customer wishes to have any of its Assets held in the custody of an institution other than the established Subcustodians as defined in Section 3 (or their securities depositories), such arrangement must be authorized by a written agreement, signed by the Bank and the Customer. 3. Subcustodians and Securities Depositories. The Bank may act under this Agreement through the subcustodians listed in Schedule B of this Agreement with which the Bank has entered into subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank to hold Assets in the Accounts in accounts which the Bank has established with one or more of its branches or Subcustodians. The Bank and Subcustodians are authorized to hold any of the Securities in their account with any securities depository in which they participate. The Bank reserves the right to add new, replace or remove Subcustodians. The Customer will be given reasonable notice by the Bank of any amendment to Schedule B. Upon request by the Customer, the Bank will identify the name, address and principal place of business of any Subcustodian of the Customer's Assets and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. Upon receipt of Instructions, the Bank shall cease using any Subcustodian with respect to the customer, and arrange for delivery of Securities held with such Subcustodian to another entity as designated by the Customer; provided that, the Bank shall have no responsibility for the performance of such other entity. 4. Use of Subcustodian. (a) The Bank will identify the Assets on its books as belonging to the Customer. (b) A Subcustodian will hold such Assets together with assets belonging to other customers of the Bank in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of the Bank. (c) Any Assets in the Accounts held by a Subcustodian will be subject only to the instructions of the Bank or its agent. Any Securities held in a securities depository for the account of a Subcustodian will be subject only to the instructions of such Subcustodian. (d) Any agreement the Bank enters into with a Subcustodian for holding its customer's assets shall provide that: (i) such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian except for safe custody or administration, (ii) the beneficial ownership of such assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets held pursuant to such agreement as belonging to the customers of the Bank; (iv) subject to applicable law, Subcustodian shall permit independent public accountants for Bank and customers of the Bank reasonable access to Subcustodian s books and records as they pertain to the subcustody account in connection with such accountants' examination of the books and records of such account; and (v) the Bank will receive periodic reports with respect to the safekeeping of assets in the subcustody account, including advices and/or notifications of any transfers to or from such subcustody account. The foregoing shall not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian. (e) Upon request of the Customer, the Bank shall deliver to the Customer annually a report stating: (i) the identity of each Subcustodian then acting on behalf of the Bank and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian; (ii) the countries in which each Subcustodian is located; and (iii) as long as Securities and Exchange Commission ("SEC") Rule 17f-5 under the Investment Company Act of 1940, as amended ("1940 Act"), requires the Customer s Board of Directors/Trustees directly to approve its foreign custody arrangements, such other information relating to such Subcustodians as may reasonably be requested by the Customer to ensure compliance with Rule 17f-5. As long as Rule 17f-5 requires the Customer s Board of Directors/Trustees directly to approve its foreign custody arrangements, the Bank shall also furnish annually to the Customer information concerning such Subcustodians similar in kind and scope as that furnished to the Customer in connection with the initial approval hereof. The Bank shall timely advise the Customer of any material adverse change in the facts or circumstances upon which such information is based where such changes would affect the eligibility of the Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware of any such material adverse change in the normal course of its custodial activities. 5. Deposit Account Transactions (a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank. (b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans. (c) If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions after consultation with the Customer. 6. Custody Account Transactions. (a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions which include all information required by the Bank. Settlement and payment for Securities received for, and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to the Bank. (b) The Bank shall credit or debit the Accounts on a contractual settlement date with cash or Securities with respect to any sale, exchange or purchase of Securities in those countries set forth in Appendix A hereto; provided that, the Bank may amend Appendix A from time to time in its sole discretion and shall advise the Customer of such amendments. Otherwise, transactions will be credited or debited to the Accounts on the date cash or Securities are actually received by the Bank and reconciled to the Account. (i) The Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by the Bank in its discretion, after the contractual settlement date for the related transaction; provided that, the Bank shall give Customer prior notification of any such reversal. Where the foregoing notification is oral, the Bank shall promptly provide written confirmation of the same (which confirmation may be electronic). (ii) If any Securities delivered pursuant to this Section 6 are returned by the recipient thereof, the Bank may reverse the credits and debits of the particular transaction at any time. 7. Actions of the Bank. The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will: (a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities. (b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities. (c) Exchange interim receipts or temporary Securities for definitive Securities. (d) Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the Bank or any Subcustodian, subject to applicable SEC rules and regulations under the Act. (e) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts. The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer advises the Bank orally and then promptly sends the Bank a written exception or objection to any Bank statement within 180 days of receipt, the Customer shall be deemed to have approved such statement. All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Customer. Subject to the standard of care in Section 12 hereof, the Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take any action under this Agreement. 8. Corporate Actions; Proxies; Tax Reclaims. a. Corporate Actions. Whenever the Bank receives information concerning the Securities which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders ("Corporate Actions"), the Bank will give the Customer written notice (which may be electronic) of such Corporate Actions to the extent that the Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, the Bank will endeavor to obtain Instructions from the Customer or its Authorized Person (as defined in Section 10 hereof), but if Instructions are not received in time for the Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, the Bank is authorized to sell such rights entitlement or fractional interest and to credit the Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held harmless for any such action. b. Proxy Voting. With respect to domestic U.S. and Canadian Securities (the latter if held in DTC), the Bank will send to the Customer or the Authorized Person (as defined in Section 10) for a Custody Account, such proxies (signed in blank, if issued in the name of the Bank's nominee or the nominee of a central depository) and communications with respect to Securities in the Custody Account as call for voting or relate to legal proceedings within a reasonable time after sufficient copies are received by the Bank for forwarding to its customers. In addition, the Bank will follow coupon payments, redemptions, exchanges or similar matters with respect to Securities in the Custody Account and advise the Customer or the Authorized Person for such Account of rights issued, tender offers or any other discretionary rights with respect to such Securities, in each case, of which the Bank has received notice from the issuer of the Securities, or as to which notice is published in publications routinely utilized by the Bank for this purpose. With respect to Securities other than the foregoing, proxy voting services shall be provided in accordance with separate proxy voting agreement annexed hereto a Appendix B. The foregoing proxy voting services may be provided by Bank, in whole or in part, by one or more third parties appointed by the Bank (which may be affiliates of the Bank), provided that the Bank shall be liable for the performance of any such third parties to the same extent as the Bank would have been if it performed such services itself.. c. Tax Reclaims. (i) Subject to the provisions hereof, the Bank will apply for a reduction of withholding tax and any refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Securities for the benefit of the Customer which the Bank believes may be available to such Customer. Where such reports are available, the Bank shall periodically report to Customer concerning the making of applications for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Securities for the benefit of the Customer. (ii) The provision of tax reclaim services by the Bank is conditional upon the Bank receiving from the beneficial owner of Securities (A) a declaration of its identity and place of residence and (B) certain other documentation (pro forma copies of which are available from the Bank). The Bank shall use reasonable means to advise the Customer of the declarations, documentation and information which the Customer is to provide to the Bank in order for the Bank to provide the tax reclaim services described herein. The Customer acknowledges that, if the Bank does not receive such declarations, documentation and information, additional United Kingdom taxation will be deducted from all income received in respect of Securities issued outside the United Kingdom and that U.S. non-resident alien tax or U.S. backup withholding tax will be deducted from U.S. source income. The Customer shall provide to the Bank such documentation and information as it may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. The Customer undertakes to notify the Bank immediately if any such information requires updating or amendment. (iii) Subject to subsection (vii) hereof, the Bank shall not be liable to the Customer or any third party for any tax, fines or penalties payable by the Bank or the Customer, and shall be indemnified accordingly, whether these result from the inaccurate completion of documents by the Customer or any third party, or as a result of the provision to the Bank or any third party of inaccurate or misleading information or the withholding of material information by the Customer or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the control of the Bank. (iv) The Customer confirms that the Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Securities or Cash Accounts. (v) The Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to the Customer from time to time and the Bank may, by notification in writing, at its absolute discretion, supplement or amend the markets in which the tax reclaim services are offered. Other than as expressly provided in this sub- clause, the Bank shall have no responsibility with regard to the Customer's tax position or status in any jurisdiction. Except as provided in Section 8(c)(ii) and pursuant to Instructions, the Bank shall take no action in the servicing of the Customer s Securities which, in and of itself, creates a taxable nexus for the Customer in any jurisdiction other than with respect to interest, dividends and capital gains that may otherwise be subject to tax by such jurisdiction with respect to a foreign investor not otherwise engaged in a trade or business in such jurisdiction in a given taxable year. Bank shall not be liable for any tax liability caused, directly or indirectly, by Customer's actions or status in any jurisdiction. (vi) In connection with obtaining tax relief, the Customer confirms that the Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Customer or the Securities and/or Cash held for the Customer. This provision does not authorize any other voluntary disclosure to any revenue authority or any governmental body without the prior written consent of Customer. (vii) Tax reclaim services may be provided by the Bank or, in whole or in part, by one or more third parties appointed by the Bank (which may be affiliates of the Bank); provided that the Bank shall be liable for the performance of any such third party to the same extent as the Bank would have been if it performed such services itself. 9. Nominees. Securities which are ordinarily held in registered form may be registered in a nominee name of the Bank, Subcustodian or securities depository, as the case may be. The Bank may without notice to the Customer cause any such Securities to cease to be registered in the name of any such nominee and to be registered in the name of the Customer. In the event that any Securities registered in a nominee name are called for partial redemption by the issuer, the Bank may allot the called portion to the respective beneficial holders of such class of security in any manner the Bank deems to be fair and equitable. The Customer agrees to hold the Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Securities in the Custody Account. 10. Authorized Persons. As used in this Agreement, the term "Authorized Person" means employees or agents including investment managers as have been designated by written notice from the Customer or its designated agent to act on behalf of the Customer under this Agreement. Such persons shall continue to be Authorized Persons until such time as the Bank receives Instructions from the Customer or its designated agent that any such employee or agent is no longer an Authorized Person. 11. Instructions. The term "Instructions" means instructions of any Authorized Person received by the Bank, via telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to the Bank which the Bank reasonably believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Bank may specify. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. For purposes hereof, reasonableness shall mean compliance with applicable procedures. Any Instructions delivered to the Bank by telephone (including cash transfer instructions as described below) shall promptly thereafter be confirmed in writing by any two Authorized Persons (which confirmation may bear the facsimile signature of such Persons), but the Customer will hold the Bank harmless for the failure of such Authorized Persons to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or the Bank's failure to produce such confirmation at any subsequent time; provided that, where the Bank receives a telephone Instruction from an Authorized Person requiring the transfer of cash, prior to executing such Instruction the Bank will, to confirm such Instruction, call back any one of the individuals on a list of persons authorized to confirm such oral transfer Instructions (which Person shall be a person other than the initiator of the transfer Instruction) and the Bank shall not execute the Instruction until it has received such confirmation. Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. The Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which the Bank shall make available to the Customer or its Authorized Persons. 12. Standard of Care; Liabilities. (a) The Bank shall be responsible for the performance of only such duties as are set forth in this Agreement or expressly contained in Instructions which are consistent with the provisions of this Agreement as follows: (i) The Bank will use reasonable care with respect to its obligations under this Agreement and the safekeeping of Assets. The Bank shall be liable to the Customer for any loss which shall occur as the result of the failure of a Subcustodian to exercise reasonable care with respect to the safekeeping of such Assets to the same extent that the Bank would be liable to the Customer if the Bank were holding such Assets in New York. In the event that Securities are lost by reason of the failure of the Bank or its Subcustodian to use reasonable care, the Bank shall be liable to the Customer based on the market value of the property which is the subject of the loss on the date it is replaced by the Bank and without reference to any special conditions or circumstances, it being understood that for purposes of measuring damages hereunder, the value of Securities which are sold by the Customer prior to the replacement thereof shall be equal to the sale price thereof less the expenses of such sale incurred by the Customer. The Bank shall act with reasonable promptness in making such replacements. In no event shall the Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. Subject to the Bank's obligations pursuant to Section 4(e) hereof, the Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or affiliate of Bank. (ii) The Bank will not be responsible for any act, omission, default or the solvency of any broker or agent which it or a Subcustodian appoints unless such appointment was made negligently or in bad faith. (iii) (a) The Bank shall be indemnified by, and without liability to the Customer for any action taken or omitted by the Bank whether pursuant to Instructions or otherwise pursuant to this Agreement if such act or omission was in good faith, without negligence. In performing its obligations under this Agreement, the Bank may rely on the genuineness of any Customer document which it reasonably believes in good faith to have been validly executed. (b) The Bank shall hold Customer harmless from, and shall indemnify Customer for, any loss, liability, claim or expense incurred by Customer (including, but not limited to, Customer's reasonable legal fees) to the extent that such loss, liability, claim or expense arises from the negligence or willful mis- conduct on the part of the Bank or a Subcustodian; provided that, in no event shall the Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. Subject to the Bank's obligations pursuant to Section 4(e) hereof, the Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or affiliate of Bank. (iv) The Customer agrees to pay for and hold the Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to income from or Assets in the Accounts. (v) The Bank shall be entitled to rely, and may act, upon the advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. (vi) The Bank need not maintain any insurance for the benefit of the Customer. (vii) Without limiting the foregoing, the Bank shall not be liable for any loss which results from: 1) the general risk of investing, or 2) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets. (viii) Neither party shall be liable to the other for any loss due to forces beyond their control including, but not limited to strikes or work stoppages, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God. (b) Consistent with and without limiting the first paragraph of this Section 12, it is specifically acknowledged that the Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Securities; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than a Security. (iv) except as may be otherwise provided in any securities lending agreement between the Customer and the Bank, evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Securities are delivered or payments are made pursuant to this Agreement; (v) except for trades settled at DTC where the broker provides to the Bank the trade confirmation and the Customer provides for the Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers. The Customer or its Authorized Persons (as defined in Section 10) issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by the Bank. (c) The Customer authorizes the Bank to act, hereunder, in its capacity as a custodian notwithstanding that the Bank or any of its divisions or affiliates may have a material interest in a transaction, or circumstances are such that the Bank may have a potential conflict of duty or interest including the fact that the Bank or any of its affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Securities, act as a lender to the issuer of Securities, act in the same transaction as agent for more than one customer, have a material interest in the issue of Securities, or earn profits from any of the activities listed herein. 13. Fees and Expenses. The Customer agrees to pay the Bank for its services under this Agreement such amount as may be agreed upon in writing ("Fee Schedule"), together with the Bank's reasonable out-of-pocket or incidental expenses (as further defined in the Fee Schedule), including, but not limited to, legal fees. The Bank shall have a lien on and is authorized to charge any Accounts of the Customer for any amount owing to the Bank under any provision of this Agreement. 14. Miscellaneous. (a) Foreign Exchange Transactions. To facilitate the administration of the Customer's trading and investment activity, the Bank is authorized to enter into spot or forward foreign exchange contracts with the Customer or an Authorized Person for the Customer and may also provide foreign exchange through its subsidiaries, affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts but the Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where the Bank, its subsidiaries, affiliates or Subcustodians enter into a foreign exchange contract related to Accounts, the terms and conditions of the then current foreign exchange contract of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent, this Agreement shall apply to such transaction. (b) Certification of Residency, etc. The Customer certifies that it is a resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank's obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (c) Access to Records. Applicable accounts, books and records of the Bank shall be open to inspection and audit at all reasonable times during normal business hours upon reasonable advance notice by Customer s independent public accountants and by employees of Customer designated to the Bank. All such materials shall, to the extent applicable, be maintained and preserved in conformity with the Act and the rules and regulations thereunder, including without limitation, SEC Rules 31a-1 and 31a-2. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer's books and records. (d) Governing Law; Successors and Assigns. This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank. (e) Entire Agreement; Applicable Riders. Customer represents that the Assets deposited in the Accounts are Mutual Fund assets subject to certain Securities and Exchange Commission ("SEC") rules and regulations. This Agreement consists exclusively of this document together with Schedules A and B, Appendices 1 and 2, Exhibits I - _______ and the following Rider(s) [Check applicable rider(s)]: X MUTUAL FUND X SPECIAL TERMS AND CONDITIONS There are no other provisions of this Agreement, and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment to this Agreement must be in writing, executed by both parties. (f) Severability. In the event that one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (g) Waiver. Except as otherwise provided in this Agreement, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced. (h) Notices. All notices under this Agreement shall be effective when actually received. Any notices or other communications which may be required under this Agreement are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: Bank: The Chase Manhattan Bank, N.A. 4 Chase MetroTech Center Brooklyn, NY 11245 Attention: Global Custody Division or telex: ------------------------------------- Customer: Delaware Group of Funds 1818 Market St. Philadelphia, PA 19103 att: Messrs. Bishof and O Conner or telex: -------------------------------------- (i) Termination. This Agreement may be terminated by the Customer or the Bank by giving sixty (60) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts. If notice of termination is given by the Bank, the Customer shall, within sixty (60) days following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Section 13. If within sixty (60) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided that, where the Bank is the terminating party and the Bank had not notified the Customer that termination was for breach of this Agreement by the Customer, such 60 day period shall be extended for an additional period as requested by Customer of up to 120 days. Termination as to One or More Series. This Agreement may be terminated as to one or more Series (but less than all the Series) by delivery of an amended Schedule A deleting such Series, in which case termination as to the deleted Series shall take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule A which deletes one or more Series, shall constitute a termination hereof only with respect to such deleted Series, shall be governed by the preceding provisions of Section 14 as to the identification of a successor custodian and the delivery of the Assets of the Series so deleted to such successor custodian, and shall not affect the obligations of the Bank and the Customer hereunder with respect to the other Series set forth in Schedule A, as amended from time to time. (j) Several Obligations of the Series. With respect to any obligations of the Customer on behalf of the Series and their related Accounts arising hereunder, the Custodian shall look for payment or satisfaction of any such obligation solely to the assets and property of the Series and such Accounts to which such obligation relates as though the Customer had separately contracted with the Custodian by separate written instrument with respect to each Series and its Accounts. CUSTOMER By: /s/ Michael P. Bishof --------------------Title Vice President and Treasurer THE CHASE MANHATTAN BANK, N.A. By: /s/ Rosemary M. Stidmon ----------------------Title Vice President STATE OF Pennsylvania) : ss. COUNTY OF Philadelphia) On this 9th day of July, 1996, before me personally came Michael P. Bishof, to me known, who being by me duly sworn, did depose and say that he resides in Blue Bell, PA at 110 Spyglass Drive; that he is Vice President/Treasurer of Delaware Group of Funds, the entity described in and which executed the foregoing instrument; that he knows the seal of said entity, that the seal affixed to said instrument is such seal, that it was so affixed by order of said entity, and that he signed his name thereto by like order. /s/ Maritza H. Cruzado ----------------------Maritza H. Cruzado Notary Sworn to before me this 9th day of July, 1996. STATE OF NEW YORK COUNTY OF NEW YORK ) : ) ss. On this 24th day of May, 1996, before me personally came Rosemary Stidmon, to me known, who being by me duly sworn, did depose and say that she resides in New Providence, NJ at 31 Sagamore Drive; that she is a Vice President of THE CHASE MANHATTAN BANK, (National Association), the corporation described in and which executed the foregoing instrument; that she knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order. Sworn to before me this 24th day of May, 1996. /s/ Laiyee Ng ------------Laiyee Ng Notary Schedule A Delaware Pooled Trust, Inc. - Global Fixed Income Portfolio Delaware Pooled Trust, Inc. - International Equity Portfolio Delaware Pooled Trust, Inc. - Labor Select International Equity Portfolio Delaware Pooled Trust, Inc. Real Estate Investment Trust Portfolio Delaware Pooled Trust, Inc. - High Yield Portfolio Delaware Pooled Trust, Inc. - International Fixed Income Portfolio Delaware Pooled Trust, Inc. - Defensive Equity Utility Portfolio Delaware Group Global & International Funds, Inc. - International Equity Fund Delaware Group Global & International Funds, Inc. - Global Assets Fund Delaware Group Global & International Funds, Inc. - Global Bond Fund Delaware Group Global & International Funds, Inc. - Emerging Markets Fund Delaware Group Premium Fund, Inc. - International Equity Series Delaware Group Premium Fund, Inc. - Equity Income Series Delaware Group Premium Fund, Inc. - High Yield Series Delaware Group Premium Fund, Inc. - Capital Reserves Series Delaware Group Premium Fund, Inc. - Money Market Series Delaware Group Premium Fund, Inc. - Growth Series Delaware Group Premium Fund, Inc. - Multiple Strategy Series Delaware Group Premium Fund, Inc. - Value Series Delaware Group Premium Fund, Inc. - Emerging Growth Series Delaware Group Premium Fund, Inc. - Global Bond Series Delaware Group Delchester High-Yield Bond Fund, Inc. Delaware Group Delaware Fund, Inc. - Delaware Fund Delaware Group Delaware Fund, Inc. - Devon Fund Delaware Group Value Fund, Inc. Delaware Group DelCap Fund, Inc. Delaware Group Dividend & Income Fund, Inc. Delaware Group Advisor Funds, Inc. - Enterprise Fund Delaware Group Advisor Funds, Inc. - U.S. Growth Fund Delaware Group Advisor Funds, Inc. - World Growth Fund Delaware Group Advisor Funds, Inc. - New Pacific Fund Delaware Group Advisor Funds, Inc. Federal Bond Fund Delaware Group Advisor Funds, Inc. - Corporate Income Fund March, 1996 Schedule B SUB-CUSTODIANS EMPLOYED BY THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK ARGENTINA The Chase Manhattan Bank, N.A. Arenales 707, 5th Floor De Mayo 130/140 1061Buenos Aires ARGENTINA AUSTRALIA The Chase Manhattan Bank Australia Limited 36th Floor World Trade Centre Jamison Street Sydney New South Wales 2000 AUSTRALIA AUSTRIA Creditanstalt - Bankverein Schottengasse 6 A - 1011, Vienna AUSTRIA The Chase Manhattan Bank, N.A. Buenos Aires The Chase Manhattan Bank Australia Limited Sydney Credit Lyonnais Vienna BANGLADESH Standard Chartered Bank 18-20 Motijheel C.A. Box 536, Dhaka-1000 BANGLADESH BELGIUM Generale Bank 3 Montagne Du Parc 1000 Bruxelles BELGIUM Barclays Bank of Botswana Limited Barclays House Khama Crescent Gaborone BOTSWANA Standard Chartered Bank Dhaka Credit Lyonnais Bank Brussels BOTSWANA Barclays Bank of Botswana Gaborone BRAZIL Banco Chase Manhattan, S.A. Chase Manhattan Center Rua Verbo Divino, 1400 Sao Paulo, SP 04719-002 BRAZIL The Royal Bank of Canada Royal Bank Plaza Toronto Ontario M5J 2J5 CANADA Canada Trust Canada Trust Tower BCE Place 161 Bay at Front Toronto Ontario M5J 2T2 CANADA Banco Chase Manhattan S.A. Sao Paulo CANADA Royal Bank of Canada Toronto Royal Bank of Canada Toronto CHILE The Chase Manhattan Bank, N.A. Agustinas 1235 Casilla 9192 Santiago CHILE Cititrust Colombia S.A. Sociedad Fiduciaria Carrera 9a No 99-02 Santafe de Bogota, DC COLOMBIA The Chase Manhattan Bank, N.A. Santiago COLOMBIA Cititrust Colombia S.A. Sociedad Fiduciaria Santafe de Bogota CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Na Prikope 14 115 20 Praha 1 CZECH REPUBLIC DENMARK Den Danske Bank 2 Holmens Kanala DK 1091 Copenhagen DENMARK National Bank of Egypt 24 Sherif Street Cairo EGYPT Komercni Banka, A.S., Praha Den Danske Bank Copenhagen EGYPT National Bank of Egypt Cairo EUROBONDS Cedel S.A. 67 Boulevard Grande Duchesse Charlotte LUXEMBOURG A/c The Chase Manhattan Bank, N.A. London A/c No. 17817 EURO CDS First Chicago Clearing Centre 27 Leadenhall Street London EC3A 1AA UNITED KINGDOM Merita Bank KOP Aleksis Kiven 3-5 00500 Helsinki FINLAND Banque Paribas Ref 256 BP 141 3, Rue D'Antin 75078 Paris Cedex 02 FRANCE Chase Bank A.G. Alexanderstrasse 59 ECU:Lloyds Bank PLC International Banking Division London For all other currencies: see relevant country ECU:Lloyds Bank PLC Banking Division London For all other currencies: see relevant country Merita Bank KOP Helsinki FINLAND FRANCE Societe Generale Paris GERMANY Chase Bank A.G. Frankfurt Postfach 90 01 09 60441 Frankfurt/Main GERMANY GHANA Barclays Bank of Ghana Barclays House High Street Accra GHANA Barclays Bank Plc 1 Kolokotroni Street 10562 Athens GREECE Barclays Bank Accra GREECE National Bank of Greece S.A. Athens A/c Chase Manhattan Bank, N.A., London A/c No. 040/7/921578-68 The Chase Manhattan Bank, N.A. Hong Kong HONG KONG The Chase Manhattan Bank, N.A. 40/F One Exchange Square 8, Connaught Place Central, Hong Kong HONG KONG HUNGARY Citibank Budapest Rt. Vaci Utca 19-21 1052 Budapest V HUNGARY The Hongkong and Shanghai Banking Corporation Limited 52/60 Mahatma Gandhi Road Bombay 400 001 INDIA Deutsche Bank AG, Bombay Branch Securities & Custody Services Kodak House 222 D.N. Road, Fort Bombay 400 001 INDIA INDONESIA The Hongkong and Shanghai Banking Corporation Limited World Trade Center J1. Jend Sudirman Kav. 29-31 Jakarta 10023 INDONESIA IRELAND Citibank Budapest Rt. Budapest INDIA The Hongkong and Shanghai Banking Corporation Limited Bombay Deutsche Bank Bombay The Chase Manhattan Bank, N.A. Jakarta Bank of Ireland Allied Irish Bank International Financial Services Centre Dublin 1 Harbourmaster Place Dublin 1 IRELAND Bank Leumi Le-Israel B.M. 19 Herzl Street 61000 Tel Aviv ISRAEL The Chase Manhattan Bank, N.A. Piazza Meda 1 20121 Milan ITALY The Chase Manhattan Bank, N.A. 1-3 Marunouchi 1-Chome Chiyoda-Ku Tokyo 100 JAPAN Arab Bank Limited P O Box 950544-5 Amman Shmeisani JORDAN Bank Leumi Le-Israel B.M. Tel Aviv ISRAEL ITALY The Chase Manhattan Bank, N.A. Milan JAPAN The Chase Manhattan Bank, N.A. Tokyo JORDAN Arab Bank Limited Amman KENYA Barclays Bank of Kenya Third Floor Queensway House Nairobi Kenya Barclays Bank of Kenya Nairobi LUXEMBOURG Banque Generale du Luxembourg S.A. 50 Avenue J.F. Kennedy L-2951 LUXEMBOURG MALAYSIA The Chase Manhattan Bank, N.A. Pernas International Jalan Sultan Ismail 50250, Kuala Lumpur MALAYSIA Banque Generale du Luxembourg S.A. Luxembourg The Chase Manhattan Bank, N.A. Kuala Lumpur MAURITIUS Hongkong and Shanghai Banking Corporation Ltd Curepipe Road Curepipe MAURITIUS MEXICO The Chase Manhattan Bank, S.A. (Equities)Montes Urales no. 470, 4th Floor Col. Lomas de Chapultepec 11000 Mexico D.F. (Government Banco Nacional de Mexico, Bonds) Avenida Juarez No. 104 - 11 Piso 06040 Mexico D.F. MEXICO MOROCCO Banque Commerciale du Maroc 2 Boulevard Moulay Youssef Casablanca 20000 MOROCCO The Hongkong and Shanghai Banking Corporation Ltd. Curepipe No correspondent Bank No correspondent Bank Banque Commerciale du Maroc Casablanca NETHERLANDS ABN AMRO N.V. Securities Centre P O Box 3200 4800 De Breda NETHERLANDS NEW ZEALAND National Nominees Limited Level 2 BNZ Tower 125 Queen Street Auckland NEW ZEALAND NORWAY Den Norske Bank Kirkegaten 21 Oslo 1 NORWAY Citibank N.A. I.I. Chundrigar Road AWT Plaza Karachi PAKISTAN Deutsche Bank Unitowers I.I. Chundrigar Road Karachi PAKISTAN PERU Citibank, N.A. Camino Real 457 CC Torre Real - 5th Floor San Isidro, Lima 27 PERU Generale Bank Nederland N.V. Rotterdam National Bank of New Zealand Wellington Den Norske Bank Oslo PAKISTAN Citibank N.A. Karachi Deutsche Bank Karachi Citibank N.A. Lima PHILIPPINES The Hongkong and Shanghai Banking Corporation Limited Hong Kong Bank Centre 3/F San Miguel Avenue Ortigas Commercial Centre Pasig Metro Manila PHILIPPINES POLAND Bank Polska Kasa Opieki S.A. Curtis Plaza Woloska 18 02-675 Warsaw POLAND For Mutual Funds: Bank Handlowy W. Warsawie. S.A. Custody Dept. Capital Markets Centre Ul, Nowy Swiat 6/12 00-920 Warsaw POLAND Banco Espirito Santo & Comercial de Lisboa Servico de Gestaode Titulos R. Mouzinho da Silveira, 36 r/c 1200 Lisbon PORTUGAL The Hongkong and Shanghai Banking Corporation Limited Shanghai Branch Corporate Banking Centre Unit 504, 5/F Shanghai Centre 1376 Nanjing Xi Lu Shanghai THE PEOPLE'S REPUBLIC OF CHINA The Hongkong and Shanghai Banking Corporation Limited 1st Floor Central Plaza Hotel No.1 Chun Feng Lu Shenzhen THE PEOPLE'S REPUBLIC OF CHINA The Hongkong and Shanghai Banking Corporation Limited Manila Bank Polska Kasa Opieki S.A. Warsaw Bank Polska Kasa Opieki S.A. Warsaw PORTUGAL Banco Nacional Ultra Marino Lisbon SHANGHAI (CHINA) Citibank New York SHENZHEN (CHINA) The Chase Manhattan Bank, N.A. Hong Kong SINGAPORE The Chase Manhattan Bank, N.A. Shell Tower 50 Raffles Place Singapore 0104 SINGAPORE SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Michalska 18 815 63 Bratislava SLOVAK REPUBLIC SOUTH AFRICA Standard Bank of South Africa Standard Bank Chambers 46 Marshall Street Johannesburg 2001 SOUTH AFRICA SOUTH KOREA The Hongkong & Shanghai Banking Corporation Limited 6/F Kyobo Building #1 Chongro, 1-ka Chongro-Ku, Seoul SOUTH KOREA SPAIN The Chase Manhattan Bank, N.A. Calle Peonias 2 The Chase Manhattan Bank, N.A. Singapore Ceskoslovenska Obchodni Banka Slovak Republic Standard Bank of South Africa South Africa The Hongkong & Shanghai Banking Corporation Limited Seoul Banco Bilbao Vizcaya, Madrid 7th Floor La Piovera 28042 Madrid SPAIN SRI LANKA The Hongkong & Shanghai Banking Corporation Limited Unit #02-02 West Block, World Trade Center Colombo 1, SRI LANKA SWEDEN Skandinaviska Enskilda Banken Kungstradgardsgatan 8 Stockholm S-106 40 SWEDEN The Hongkong & Shangai Banking Corporation Limited Colombo Svenska Handelsbanken Stockholm SWITZERLAND Union Bank of Switzerland 45 Bahnhofstrasse 8021 Zurich SWITZERLAND TAIWAN The Chase Manhattan Bank, N.A. 115 Min Sheng East Road - Sec 3, 9th Floor Taipei TAIWAN Republic of China The Chase Manhattan Bank, N.A. Bubhajit Building 20 North Sathorn Road Silom, Bangrak Bangkok 10500 THAILAND Union Bank of Switzerland Zurich No correspondent Bank THAILAND The Chase Manhattan Bank, N.A. Bangkok TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de 70-72 Avenue Habib Bourguiba Tunisie, Tunisia P.O. Box 520 1080 Tunis Cedex Tunisia The Chase Manhattan Bank, N.A. Emirhan Cad. No: 145 Atakule, A Blok Kat:11 80700-Dikilitas/Besiktas Istanbul Turkey The Chase Manhattan Bank, N.A. Woolgate House Coleman Street London EC2P 2HD UNITED KINGDOM The First National Bank of Boston Zabala 1463 Montevideo URUGUAY The Chase Manhattan Bank, N.A. 1 Chase Manhattan Plaza New York NY 10081 U.S.A. The Chase Manhattan Bank, N.A. Istanbul TURKEY U.K. The Chase Manhattan Bank, N.A. London URUGUAY The First National Bank of Boston Montevideo U.S.A. The Chase Manhattan Bank, N.A. New York VENEZUELA Citibank N.A. Carmelitas a Altagracia Edificio Citibank Caracas 1010 VENEZUELA ZAMBIA Barclays Bank of Zambia Kafue House Citibank N.A. Caracas Barclays Bank of Zambia Lusaka Cairo Road P.O.Box 31936 Lusaka ZAMBIA ZIMBABWE Barclays Bank of Zimbabwe Ground Floor Tanganyika House Corner of 3rd Street & Union Avenue Harare ZIMBABWE Barclays Bank of Zimbabwe Harare AMENDMENT, dated November 20, 1997 to the May 1, 1996 custody agreement ("Agreement"), between those registered investment companies listed on Schedule A to the Agreement (each a "Customer"), having a place of business at 1818 Market Street, Philadelphia, PA 19103 and The Chase Manhattan Bank ("Bank"), having a place of business at 270 Park Ave., New York, N.Y. 10017-2070. It is hereby agreed as follows: Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. Section 2. The Agreement is amended by deleting the mutual fund rider thereto and inserting, in lieu thereof, the following mutual fund rider: 1. Add a new Section 15 to the Agreement as follows: 15. COMPLIANCE WITH SEC RULE 17F-5 ("RULE 17F-5"). (a) Customer's board of directors (or equivalent body) (hereinafter "Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it, of the obligation to perform as Customer's "Foreign Custody Manager" (as that term is defined in Rule 17f-5(a)(2)) adopted under the Investment Company Act of 1940 ("Act"), as amended ("1940 Act"), the following responsibilities in a manner consistent with Rule 17f-5, to: (i) select Eligible Foreign Custodians (as that term is defined in Rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been made exempt pursuant to an SEC exemptive order); (ii) enter into written contracts with such Eligible Foreign Custodians that are banks or trust companies and with Eligible Foreign Custodians that are "Securities Depositories" (as defined in Rule 17f-5(a)(6)) and that are not Compulsory Depositories (as defined below) where the Depository has such a contract; and (iii) to monitor the appropriateness of maintaining Assets of the series of the Customer with such Eligible Foreign Custodians; provided that, Bank shall not be responsible for these duties with respect to any compulsory Securities Depository ("Compulsory Depository"). A Compulsory Depository shall mean a Securities Depository or clearing agency the use of which is compulsory because: (1) its use is required by law or regulation or (2) maintaining securities outside the depository is not consistent with prevailing custodial practices in the country which the Depository serves. Compulsory Depositories used by Chase as of the date hereof are set forth in Appendix 1-A hereto. Appendix 1-A may be amended on notice to Customer from time to time. In that connection, Bank shall notify Customer promptly of pending changes to Appendix 1-A. (b) In connection with the foregoing, Bank shall: (i) provide written reports to Customer's Board upon the placement of Assets with a particular Eligible Foreign Custodian and of any Material Change (as defined below) in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer's Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer's foreign custody arrangements (and until further notice from Customer such reports shall be provided within 30 days after Bank becomes aware of any such Material Change. For purposes of the foregoing, a Material Change shall include, but shall not be limited to, Bank's decision to remove Customer's Assets from a particular Eligible Foreign Custodian, an event that has a material adverse affect on an Eligible Foreign Custodian's financial or operational strength, any non-compliance by an Eligible Foreign Custodian with a "Material Term" of Bank's subcustodian agreement with such Eligible Foreign Custodian (as defined below) or any failure by an Eligible Foreign Custodian to meet the requirements for its status as such under Rule 17f-5. A Material Term shall mean a term which provides that (a) the Customer will be adequately indemnified or its Assets adequately insured, or an adequate combination thereof, in the event of loss; (b) the Assets of the Series will not be subject to any right, charge, security interest, lien or claim of any kind in favor of an Eligible Foreign Custodian or such Eligible Foreign Custodian's creditors, except a claim of payment for their safe custody or administration, or in the case of cash deposits, liens or rights in favor of creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; (c) beneficial ownership for the Assets of the Series will be freely transferable without the payment of money or value other than for safe custody or administration of the Assets of the Series; (d) adequate records will be maintained identifying the Assets as belonging to the Customer or the Series or as being held by a third party for the benefit of the Customer or the Series; (e) the independent auditors for the Customer will be given access to those records or confirmation of the contents of those records; and (f) the Customer will receive periodic reports with respect to the safekeeping of the Series' Assets, including, but not necessarily limited to, notification of any transfer to or from the Customer's account or a third party account containing Assets held for the benefit of the Customer. In addition, in the event that a contract with an Eligible Foreign Custodian does not include any or all of the terms described in (a) through (f) of this paragraph 15(b)(i), a Material Term shall mean a term which, in the Bank's judgment, if not complied with, would cause the contract not to provide the same or greater level of care and protection for Customer's Assets than if the contract contained the provisions described in (a) through (f) of this paragraph 15(b)(i). (ii) exercise such reasonable care, prudence and diligence in performing as Customer's Foreign Custody Manager as a person having responsibility for the safekeeping of Assets would exercise; (iii) in selecting an Eligible Foreign Custodian, first have determined that Assets placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Assets, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv); (iv) determine that the written contract with the Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a Securities Depository or clearing agency, such contract, the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for Assets based on the standards applicable to custodians in the relevant market. (v) have established a system to monitor the continued appropriateness of maintaining Assets with particular Eligible Foreign Custodians based on the standards set forth herein and of the governing contractual arrangements based on the standards set forth in Rule 17f-5(c)(2), as it may be amended from time to time. Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract which either contains the terms described in Rule 17f-5 (c)(2)(i) or which, in lieu of any or all of the terms described in Rule 17f-5(c)(2)(i), contains such other provisions which the Bank determines will provide in their entirety, the same or a greater level of care and protection for the Customer's Assets as the provisions of Rule 17f-5(c)(2)(i) in their entirety. The written contract shall be in such form as deemed appropriate by Bank. In addition, with respect to Eligible Foreign Custodians that are noncompulsory Securities Depositories, reliance may be had on such a contract, the rules or established practices and procedures of such Depository or any combination thereof. (c) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of Assets hereunder complies with the rules, regulations, interpretations and exemptive orders promulgated by or under the authority of the SEC which are applicable to Fund's business or which have been granted to Fund. Bank shall advise Customer of any exemptive orders which it obtains which may have an impact on Bank's relationship with Customer. (d) Bank represents to Customer that it is a U.S. Bank as defined in Rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed and maintained in Bank's custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer's Foreign Custody Manager. Nothing contained herein shall require Bank, on Customer's behalf, to make any selection regarding countries in which Customer invests or to engage in any monitoring of Customer's decision to invest in any particular country in which Bank selects , contracts and monitors Eligible Foreign Custodians, as Customer's Foreign Custody Manager pursuant to the Agreement. (e) Bank shall provide to Customer such information as is specified in Appendix 1-B hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures, but is not intended to influence Customer's investment decisions; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information except to the extent that Bank was negligent in selecting the sources of such information. 2. Add the following after the first sentence of Section 3 of the Agreement: At the request of Customer, Bank may, but need not, add to Schedule A an Eligible Foreign Custodian that is either a bank or a non-Compulsory Depository where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects not to add any such entity. 3. Add the following language to the end of Section 3 of the Agreement: The term Subcustodian as used herein shall mean the following: (a) a "U.S. Bank," which shall mean a U.S. bank as defined in Rule 17f-5(a)(7); and (b) with respect to Securities for which the primary market is outside the U.S. an "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, (ii) a majority- owned direct or indirect subsidiary of a U.S. Bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States; (iii) a Securities Depository or clearing agency (other than a Compulsory Depository), incorporated or organized under the laws of a country other than the United States, that acts as a system for the central handling of securities or equivalent book-entries in that country and that is regulated by a foreign financial regulatory autho rity as defined under section 2(a)(50) of the 1940 Act, (iv) a Securities Depository or clearing agency organized under the laws of a country other than the United States that acts as a transnational system ("Transnational Depository") for the central handling of securities or equivalent book-entries, and (v) any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. The term Subcustodian as used in Section 12(a)(i) (except the last sentence thereof) shall not include any Eligible Foreign Custodians as to which Bank has not acted as Foreign Custody Manager, any Compulsory Depository and any Transnational Depository. 4. Add the following after the word "administration" at the end of Subsection 4(d)(i): "or, in the case of cash deposits, liens or rights in favor of creditors of Subcustodian arising under bankruptcy, insolvency, or similar laws". 5. Delete all of Subsection 4(e) after the word "located" in (ii) thereof and add the word "and" between "Subcustodian" and "(ii)". ********************* IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. Customer By: /s/ Michael P. Bishof Name: Michael P. Bishof Title: Senior Vice President/ Treasurer Date: Nov. 20, 1997 THE CHASE MANHATTAN BANK By: /s/ Rosemary M. Stidmon Name: Rosemary M. Stidmon Title: Vice President Date: Nov. 20, 1997 APPENDIX A Delaware Group Adviser Funds, Inc. U.S. Growth Fund Overseas Equity Fund New Pacific Fund Delaware Group Equity Funds I, Inc. Delaware Fund Devon Fund Delaware Group Equity Funds II, Inc. Blue Chip Fund Quantum Fund Delaware Group Equity Funds IV, Inc. DelCap Fund Capital Appreciation Fund Delaware Group Equity Funds V, Inc. Retirement Income Fund Small Cap Value Fund Delaware Pooled Trust, Inc. The International Equity Portfolio The International Fixed Income Portfolio The Global Equity Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Emerging Markets Portfolio Delaware Group Global & International Funds, Inc. Emerging Markets Series Global Assets Series Global Bond Series Global Equity Series International Equity Series International Small Cap Series APPENDIX A CON'T Delaware Group Premium Fund, Inc. Convertible Securities Series Devon Series Emerging Markets Series Quantum Series Strategic Income Series Global Bond Series DelCap Series International Equity Series Delaware Series Value Series Voyageur Mutual Funds III, Inc. Tax-Efficient Equity Fund Dated: November 20, 1997 Appendix 1-A COMPULSORY DEPOSITORIES Argentina Caja de Valores Equity, Corporate & Government Debt Corporate Debt, Money Market & Semi-Government Debt Equity Australia Austraclear Ltd. CHESS (Clearing House Electronic Subregister System) RITS (Reserve Bank Information and Transfer System) Austria Oesterreichische Kontrolbank AG Government Debt Equity, Corporate + Government Debt Equity + Corporate Debt Belgium CIK (Caisse Interprofessionnelle de Depots et de Virements de Titres) Banque Nationale de Belgique Treasury Bills + Government Debt Equity Brazil BOVESPA (Bolsa de Valores de Sao Paolo) BVRJ (Bolsa de Valores de Rio de Janeiro) Equity Canada CDS (Canadian Depository for Securities) SSCCRC (Shanghai Securities Central Clearing and Registration Corp.) SSCC (Shenzhen Securities Registration Co., Ltd.) SCP (Securities Center) TKD (Trh Kratkododich Dlluhopisu or Short-Term Bond Market) Equity, Corporate + Government Debt China, Shanghai Equity China, Shenzhen Equity Czech Republic Equity + Long-Term Government Debt Treasury Bills + Money Market Denmark VP (Vaerdipapircentralen) Misr Clearing & Sec. Dep. EVK (Estonian Central Depository for Securities Ltd.) Cedel & Euroclear CSR (Central Share Registry Finland) Helsinki Money Market Center Ltd. Equity, Corporate + Government Debt Equity Equity Egypt Estonia Euromarket Finland Euro-Debt Equity + Government Debt Money Market France SICOVAM (Banque de France) Equity + Corporate Debt. France SATURNE (Banque de France) DKV (Deutscher Kassenverein) Apothetirio Titlon A.E. Bank of Greece Government Debt. Germany Equity, Corporate + Government Debt Equity Government Debt Equity Greece Hong Kong CCASS (Central Clearing and Settlement System) CMU (Central Moneymarkets Unit) Hungary Keler Ltd. Corporate + Government Debt Equity + Government Debt Equity Government Debt Ireland CREST GSO (Gilt Settlement Office) Israel TASE Clearing House (Tel Aviv Stock Exchange Clearing House) Monte Titoli Bank of Italy Equity, Corporate + Government Debt Italy Equity + Corporate Debt Government Debt Registered Government Debt Equity + Government Debt Equity Japan Bank of Japan Latvia LCD (Latvian Central Depository) Midclear (Custodian and Clearing Center of Lebanon and the Middle East) Cedel MCD (Malaysian Central Depository Snd Bhd) CDS (Central Depository System) Indeval (Institucion para el Deposito de Valores) Maroclear Bank Al'Maghrib Lebanon Luxembourg Malaysia Equity Equity Mauritius Equity Mexico Equity, Corporate + Government Debt. Morocco Equity + Corporate Debt Government Debt Equity, Corp. + Govt. D Money Market Premium Bonds Netherlands NECIGEF/KAS Associate NV De Nederlandsche Bank N.V. Netherlands NIEC (Nederlands Interpforessioneel Effectencentrum B.V.) New Zealand Austraclear New Zealand Equity, Corporate + Government Debt Equity, Corporate + Government Debt Norway VPS (Verdipapirsentralen) NONE CDC (Central Depository Company of Pakistan Ltd.) CAVALI (Caja de Valores) PCD (Philippine Central Depository) NDS (National Securities Depository) CRT (Central Registry of TreasuryBills) Oman Pakistan Equity Peru Equity Philippines Equity Poland Equity, Long-Term Government Debt + Vouchers Treasury-Bills Portugal Interbolsa Equity, Corporate + Government Debt Equity Romania SNCDD - RASDAQ (National Company for Clearing, Settlement and Depository for Securities) Budapest Stock Exchange Registry National Bank of Romania Equity Treasury-Bills GKO's (Gosudarstvennye Kratkosrochnye Obyazatelstva [TBills]) OFZ's (Obligatsyi Federalnogo Zaima [Federal Loan Bonds])s Russia MICEX (Moscow Interbank Currency Exchange) Singapore CDP (Central Depository Pte. Ltd.) Equity + Corporate Debt and Malaysian equities traded on CLOB Government Debt Monetary Authority of Singapore Slovak Republic SCP (Stredisko Cennych Papiru) National Bank of Slovakia Equity + Government Debt Treasury-Bills Corporate + Government Debt Equity, Corporate + Government Debt Equity + Corporate Debt. So. Africa CD (Central Depository) KSD So. Korea Spain SCLV (Servicio de Compensacion y Liquidacion de Valores) CBEO (Central Book Entry Office) Government Debt Sri Lanka CDS (Central Depository System (Private) Ltd.) VPC (Vardepapperscentralen AB) SEGA (Schweizerische Effekten-Giro AG) TSCD (Taiwan Securities Central Depository Co., Ltd.) TSDC (Thailand Securities Depository Company Ltd.) STICODEVAM (Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres) Ministry of Finance Equity Sweden Equity, Corporate + Government Debt Equity, Corporate + Government Debt Switzerland Taiwan Equity + Government Debt Thailand Equity, Corporate + Government Debt Tunisia Equity Government Debt tradable on the stock exchange (BTNBs) Government Debt not tradable on the stock exchange (BTCs) Central Bank of Tunisia Turkey Takas Bank Equity + Corporate Debt Government Debt Equity + Corp. Debt Sterling CDs & CP Central Bank of Turkey United Kingdom CREST CMO (Central Moneymarket Office) CGO (Central Gilts Office) United States DTC (Depository Trust Company) PTC (Participants Trust Company) Fed Book-Entry Zambia LuSE (LuSE Central Shares Depository Ltd.) Gilts Equity + Corporate Debt Mortgage Back Debt Government Debt. Equity + Government Debt Appendix 1-B Information Regarding Country Risk 1. To aid Customer's board in its determinations regarding Country Risk, Bank shall furnish board annually and upon the initial placing of Assets into a country the following information (check items applicable): A Opinions of local counsel concerning: ___ i. Whether applicable foreign law would restrict the access afforded Customer's independent public accountants to books and records kept by an eligible foreign custodian located in that country. ___ ii. Whether applicable foreign law would restrict the Customer's ability to recover its assets in the event of the bankruptcy of an Eligible Foreign Custodian located in that country. ___ iii. Whether applicable foreign law would restrict the Customer's ability to recover assets that are lost while under the control of an Eligible Foreign Custodian located in the country. B. Written information concerning: ___ i. The likelihood of expropriation, nationalization, freezes, or confiscation of Customer's assets. ___ ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars are reasonably foreseeable.] C. A market report with respect to the following topics: (i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) compulsory depositories (including depository evaluation). 2. To aid Customer's board in monitoring Country Risk, Bank shall furnish board the following additional information: Market flashes, including with respect to changes in the information in market reports.