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Service Agreement - DELAWARE INVESTMENTS DIVIDEND & INCOME FUND, INC - 6-3-2005

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Service Agreement - DELAWARE INVESTMENTS DIVIDEND & INCOME FUND, INC - 6-3-2005 Powered By Docstoc
					EXHIBIT (d)(3) MELLON INVESTOR SERVICES LLC SERVICE AGREEMENT AND FEE SCHEDULE FOR TRANSFER AGENT SERVICES TO Delaware Group Dividend and Income Fund, Inc. Date: December 8, 2000 TRANSFER AGENT AGREEMENT

MELLON INVESTOR SERVICES LLC T A AGREEMENT THIS TRANSFER AGENT AGREEMENT between Delaware Group Dividend and Income Fund, Inc., a Maryland corporation ("Client"), and Mellon Investor Services LLC, a New Jersey limited liability company ("Mellon Investor Services"), is dated as of December 8, 2000. 1. Appointment. Client appoints Mellon Investor Services as its transfer agent, registrar and dividend disbursing and dividend reinvestment agent and Mellon Investor Services accepts such appointment in accordance with the following terms and conditions for all authorized shares of each class of stock listed in Exhibit A hereto (the "Shares"). 2. Term of Agreement. (a) This Agreement shall commence on the date hereof and shall continue for a term of three years. This Agreement shall remain in effect after the initial three year period until terminated. Either party may terminate this Agreement upon sixty (60) days written notice to the other party. (b) In the event this Agreement is terminated by Client, Client's notice must include a certified resolution of the Board of Directors of Client to such effect, instructions as to the disposition of records, as well as any additional documentation reasonably requested by Mellon Investor Services. Except as otherwise expressly provided in this Agreement, the respective rights and duties of Client and Mellon Investor Services under this Agreement shall cease upon termination of the appointment. 3. Duties of Mellon Investor Services. Mellon Investor Services shall, subject to payment of Mellon Investor Services' fees and expenses as set forth in the Exhibits hereto, provide to Client the customary services provided by a transfer agent, registrar and dividend disbursing and dividend reinvestment agent, including the services listed in Exhibit B hereto. 4. Representations and Warranties of Client. Client represents, warrants and covenants to Mellon Investor Services that: (a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the Shares issued and outstanding on the date hereof 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 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 shall have been duly registered under the Securities Act of 1933, as amended, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Securities Exchange Act of 1934, as amended, or shall be exempt from such registration; (d) Client has paid or caused to be paid all taxes, if any, which were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof; (e) The execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares hereunder, do not and 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 the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction or result in a material breach of, or constitute a material default under, any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with its terms, except as may be

MELLON INVESTOR SERVICES LLC T A AGREEMENT limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) Client agrees to provide the documentation and notifications listed in Exhibit C hereto. 5. Compensation and Expenses. Client shall compensate Mellon Investor Services for its services hereunder in accordance with the fee schedules listed in Exhibit D hereto. Such fees may be adjusted by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers (CPI-U) United States City Average, 1982-84=100, as published by the U.S. Department of Labor, Bureau of Labor Statistics. In accordance with Exhibit D hereto, Client shall reimburse Mellon Investor Services for all reasonable expenses, disbursements or advances incurred by it in accordance herewith. All amounts owed to Mellon Investor Services hereunder are due upon receipt of the invoice. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Client agrees to reimburse Mellon Investor Services for any attorney's fees and any other costs associated with collecting delinquent payments. Mellon Investor Services may suspend transfers and/or terminate this Agreement upon thirty (30) days prior written notice if (i) Client fails to pay fees hereunder or (ii) any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against Client, Client shall become insolvent, or shall cease paying its obligations as they become due or makes any assignment for the benefit of its creditors. 6. Scope of Agency. (a) Mellon Investor Services shall act solely as agent for Client under this Agreement and owes no duties hereunder to any other person. Mellon Investor Services 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 Mellon Investor Services. (b) Mellon Investor Services may rely upon, and shall be protected in acting or refraining from acting upon, (i) any Client communication authorized by this Agreement; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon Investor Services), predecessor Registrar or co-Registrar, and; (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper or document believed by Mellon Investor Services to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon Investor Services is authorized to refuse to make any transfer it deems improper. (c) Mellon Investor Services may consult with reputable legal counsel in respect of questions of law which arise in connection with the performance of Mellon Investor Services' duties under this Agreement, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Mellon Investor Services hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by Client to Mellon Investor Services orally, as permitted by any provision of this Agreement, shall be confirmed in writing by Client as soon as practicable. Mellon Investor Services 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 do not conform with the written confirmation received in accordance with this Section 6 (d). (e) Mellon Investor Services shall not be obligated to take any legal action hereunder; if, however, Mellon Investor Services determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon Investor Services' judgment subject or expose Mellon Investor Services to any expense or liability, Mellon Investor Services shall not be required to act unless Mellon Investor Services shall have been furnished with an indemnity satisfactory to Mellon Investor Services.

MELLON INVESTOR SERVICES LLC T A AGREEMENT 7. Indemnification. (a) Client shall indemnify Mellon Investor Services for, and hold it harmless against, any loss, liability, claim or expense ("Loss") arising out of or in connection with Mellon Investor Services' duties under this Agreement, including the costs and expenses of defending itself against any Loss, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon Investor Services' negligence, bad faith or willful misconduct (b) Mellon Investor Services shall indemnify Client for, and hold it harmless against, any Loss arising out of or in connection with Mellon Investor Services' duties under this Agreement, including the costs and expenses of defending itself against any Loss, to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon Investor Services' negligence, bad faith or willful misconduct. 8. Limitation of Liability. (a) In the absence of negligence, bad faith or intentional misconduct on its part, Mellon Investor Services shall not 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. In no event will Mellon Investor Services be liable for special, indirect, incidental or consequential loss or damages of any kind whatsoever (including but not limited to lost profits), even if Mellon Investor Services has been advised of the possibility of such damages. Any liability of Mellon Investor Services will be limited to the aggregate amount of fees paid by Client and each of Client's affiliates listed in Exhibit E hereto (the "Affiliated Funds") to Mellon Investor Services during the twelve (12) month period immediately prior to the event which gave rise to such liability (such aggregate amount of fees to be calculated without offsetting any damages paid to the Affiliated Funds by Mellon Investor Services pursuant to their respective agreements with Mellon Investor Services); provided, however, that if such event has occurred prior to the first anniversary of the date hereof, Mellon Investor Services' liability shall be limited to the average aggregate monthly fee paid by Client and the Affiliated Funds to Mellon Investor Services during the expired term of this Agreement, multiplied by twelve (12). (b) In the event any question or dispute arises with respect to Mellon Investor Services' duties hereunder, Mellon Investor Services shall not be required to act or be held liable or responsible for its failure or refusal to act until the question or dispute has been (i) judicially settled (and, if appropriate, either may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction that is binding on all parties interested in the matter and is no longer subject to review or appeal, or (ii) settled by a written document in form and substance satisfactory to Mellon Investor Services and executed by Client. In addition, Mellon Investor Services may require for such purpose, but shall not be obligated to require, the execution of such written settlement by parties that may have an interest in the settlement. 9. Force Majeure. Mellon Investor Services shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control, including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, civil disobedience, riots, rebellions, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, fires, earthquakes, storms, floods, acts of God or similar occurrences. 10. Market Data. Client acknowledges that Mellon Investor Services may provide real-time or delayed quotations and other market information and messages ("Market Data"), which Market Data is

MELLON INVESTOR SERVICES LLC T A AGREEMENT provided to Mellon Investor Services by certain national securities exchanges and associations who assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Client agrees and acknowledges that Mellon Investor Services shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof. 11. Notices. All notices, demands and other communications shall be in writing and sent or delivered to the addresses indicated on the signature page hereof. Notice will be effective on the date that it is received. 12. Nondisclosure. Mellon Investor Services shall not disclose any "nonpublic personal information" (as such term is defined in Regulation S-P) pertaining to the Client's shareholders to any third party or use such information other than for the purposes of providing the services contemplated by this Agreement, other than as required or permitted by law, regulation or judicial or administrative order. 13 Miscellaneous. (a) Amendments. This Agreement may not be amended or modified in any manner except by a written agreement signed by both Mellon Investor Services and Client. (b) Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law. (c) Survival of Terms. The obligations of Client under Sections 5, 7 and 8 shall survive the termination of this Agreement. (d) Assignment. This Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay. Any attempted assignment in violation of the foregoing will be void. (e) Headings. The headings contained in this Agreement are for the purposes of convenience only and are not intended to define or limit the contents of this Agreement. (f) Severance. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to violate a law, it will be severed from the rest of the Agreement and ignored. (g) Counterparts. This Agreement may be executed manually in any number of counterparts, each of which such counterparts, when so executed and delivered, shall be deemed an original, and all such counterparts when taken together shall constitute one and the same original instrument. (h) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and merges all prior written or oral communications, understandings, and agreements with respect to the subject matter of this Agreement. The parties acknowledge that the Exhibits hereto are an integral part of this Agreement. (i) Benefits of this Agreement Nothing in this Agreement shall be construed to give any person or entity other than Mellon Investor Services and Client any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of Mellon Investor Services and Client.

MELLON INVESTOR SERVICES LLC T A AGREEMENT WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written. Delaware Group Dividend and Income Fund, Inc.
By: /s/ Michael P. Bishof -----------------------Name: Michael P. Bishof Title: Senior Vice President/Treasurer Address: One Commerce Square City, State: Philadelphia, PA 19103 TEL/FAX: 215-255-2852 / 215-255-1645

MELLON INVESTOR SERVICES LLC
By: Name: Title: /s/ Beverly A. Verrico ---------------------Beverly A. Verrico Vice President

NOTICE ADDRESS:
Address: City, State: TEL/FAX: E-Mail: WITH COPY TO: 85 Challenger Road, Overpeck Centre ---------------------------------------City, State: Ridgefield Park, New Jersey 07660 ---------------------------------------Attn: Legal Department ---------------------------------------TEL/FAX: 201-373-7155 / 201-373-7166 ---------------------------------------Address: 44 Wall Street - 7th Floor New York, NY 10005 917-320-6234 / 917-320-6309/10 bverrico@chasemellon.com

MELLON INVESTOR SERVICES LLC EXHIBIT A STOCK SUBJECT TO THE AGREEMENT
Number of Authorized Shares Issued and Outstanding (including Treasury Shares) ------------------14,307,000 Number of Authorized Shares Reserved for Future Issuance Under Existing Agreements -----------------0

Class of Stock --------------1. Common Stock

Number of Authorized Shares ------------------500,000,000

2. 3. 4.

MELLON INVESTOR SERVICES LLC EXHIBIT B SERVICES TO BE PROVIDED Account Maintenance Functions o Opening new accounts o Posting debits and credits o Maintaining certificate history o Placing and releasing stop transfer notations o Consolidating accounts o Coding accounts requiring special handling (e.g. "bad address," "do not mail," "VIP," etc.) o Processing address changes o Responding to shareholder correspondence o Providing a dedicated 800 phone number for shareholder inquiries o Obtaining and posting Taxpayer Identification Number certifications pursuant to IDTCA regulations o Maintaining closed accounts for the purpose of research and tax reporting o Purging closed accounts that meet selective criteria o Providing unlimited on-line access to shareholder records o Training on system access Certificate Issuance Functions o Qualifying under the rules of the NYSE and AMEX to act in the dual capacity as transfer agent and registrar o Maintaining mail and window facilities for the receipt of transfer requests o Maintaining and securing unissued certificate inventory and supporting documents o Examining issuance or transfer requests to ensure that proper authority is being exercised o Verifying (to the extent possible) that surrendered certificates are genuine and have not been altered o Verifying that original issuances are properly authorized and have necessary regulatory approval o Verifying that Shares issued equal the amount surrendered o Verifying that no stop orders are held against the surrendered certificates o Issuing and registering new certificates o Recording canceled and issued certificates by registration, certificate number and Shares o Canceling surrendered certificates and storing for two years o Delivering completed transfers

o Processing restricted and legal transfers upon presentment of appropriate supporting documentation o Preparing Daily Transfer or Management Summary Journals o Replacing lost, destroyed or stolen certificates provided that Mellon Investor Services is in receipt of (a) evidence acceptable to it of the loss, theft or destruction, and (b) a surety bond acceptable to Mellon Investor Services sufficient to indemnify and hold it and Client harmless (charge imposed on shareholder)

MELLON INVESTOR SERVICES EXHIBIT B -------------------------------------------------------------------------------Proxy and Annual Meeting Functions o Identifying broker/nominee account requirements to determine amount of sets of material needed Preparing and mailing proxy material and Annual Report to registered shareholders Suppressing the mailing of multiple Annual Reports to households requesting it

o

o

o Tabulating proxies (both scanner and manual) returned by shareholders o Identifying shareholders who will attend the Annual Meeting o Providing Inspector(s) of Election for the Annual Meeting o Supporting efforts of any proxy solicitor o Preparing list of record date holders o Preparing report of final vote o Providing remote access to proxy tabulation system o Maintaining an automated link with DTC and ADP to receive transmissions of broker votes o Processing omnibus proxies for respondent banks Dividend Disbursement Functions o Preparing and mailing checks o Reconciling checks o Preparing payment register in list or microfiche form o Withholding and filing taxes for non-resident aliens and others o Filing federal tax information returns o Processing "B" and "C" Notices received from the IRS o Mailing required statements (Form 1099) to registered holders o Maintaining stop files and issuing replacement checks o Maintaining payment orders and addresses o Maintaining records to support escheat filings o ACH, Direct Deposit Services Dividend Reinvestment Services o Opening and maintaining participant accounts

o Processing reinvestments where appropriate o Preparing participant statements of account, after each transaction, showing activity for current period o Processing liquidations and terminations according to plan specifications o Providing periodic investment reports to Client o Preparing Form 1099B to report sale proceeds Other Services Associated with this Agreement o Preparing shareholder listings and labels o Preparing analytical reports o Mailing quarterly or periodic reports

MELLON INVESTOR SERVICES EXHIBIT B If requested, the following services are subject to additional fee:
Abandoned Property Services Information Agency Secondary Offerings or Closings Confidential Proxy Voting Intranet / Internet / Telephone Voting Corporate Stock Buy-Backs Escrow Services Special Cash/Stock Dividends/Splits Proxy Solicitation Logistics Services Rights Agency Specialized Reportings Employee Stock Purchase Plan Administration Employee Stock Option Plan Administration Simultaneous Exercise Sell Program Bank/Broker Distributions Special Shareholder Meeting Consulting Custodian Services Direct Equity Programs & Dividend Reinvestment Programs Exchange/ Tender Offers and Processing StockWatch (Beneficial Ownership Identification) The Edge (Internet Chat Room Surveillance) Storing Cancelled Certificates (Beyond Initial Two Years) Foreign Tax Reclaim Processing

MELLON INVESTOR SERVICES EXHIBIT C DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MELLON INVESTOR SERVICES LLC UPON EXECUTION OF THIS AGREEMENT Client shall provide Mellon Investor Services an executed copy of this Agreement, along with the following: 1. An adequate supply of Share certificates. 2. A copy of the resolutions adopted by the Board of Directors of Client appointing Mellon Investor Services as Transfer Agent and/or Registrar and Dividend Disbursing Agent, as the case may be, duly certified by the Secretary or Assistant Secretary of Client under the corporate seal. 3. A copy of the Certificate of Incorporation of Client, and all amendments thereto, certified by the Secretary of State of the state of incorporation. 4. A copy of the By-laws of Client as amended to date, duly certified by the Secretary of Client under the corporate seal. 5. A certificate of the Secretary or an Assistant Secretary of Client, under its corporate seal, stating that: a) this Agreement has been executed and delivered pursuant to the authority of Client's Board of Directors; b) the attached specimen Share certificate(s) are in substantially the form submitted to and approved by Client's Board of Directors for current use and the attached specimen Share certificates for each Class of Stock with issued and outstanding Shares are in the form previously submitted to and approved by Client's Board of Directors for past use; c) the attached list of existing agreements pursuant to which Shares have been reserved for future issuance specifying the number of reserved Shares subject to each such existing agreement and the substantive provisions thereof, is true and complete, or no Shares have been reserved for future issuance; d) each shareholder list provided is true and complete (such certification may state that it is based upon the certification of the predecessor Transfer Agent or predecessor Registrar that prepared the list) or no Shares are outstanding; e) the name of each stock exchange upon which any of the Shares are listed and the number and identity of the Shares so listed; f) the name and address of each co-Transfer Agent, Registrar (other than Mellon Investor Services) or coRegistrar for any of the Shares and the extent of its appointment, or there are no co-Transfer Agents, Registrars (other than Mellon Investor Services) or co-Registrars for any of the Shares; and

MELLON INVESTOR SERVICES EXHIBIT C g) the officer(s) of Client, who executed this Agreement as well as any certificates or papers delivered to Mellon Investor Services pursuant to this 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 all documentation are genuine; and upon which is subscribed a certificate of an officer of Client, other than the officer executing the certificate of the Secretary, stating that the person who executed the certificate of the Secretary was validly elected to, and is the Secretary or an Assistant Secretary of Client and that his signature on the certificate is genuine. 6. A shareholder list, preferably in machine readable format, certified as true and complete by the person preparing the list, for the issued and outstanding Shares, setting forth as to each holder, his/her 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, the Share certificate numbers and the existence of any stop orders or other transfer restrictions. 7. Opinion of counsel for Client (including internal counsel), addressed to Mellon Investor Services, to the effect that: a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; b) the Shares issued and outstanding on the date hereof 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 have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; c) the execution and delivery of this Agreement do not and 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 the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with it terms, except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally. 8. A completed Internal Revenue Service Form 2678.

MELLON INVESTOR SERVICES EXHIBIT C NOTIFICATION OF CHANGES Client shall promptly notify Mellon Investor Services of the following: 1. Any change in the name of Client, amendment of its certificate of incorporation or its by-laws; 2. Any change in the title of a Class of Stock from that set forth in Column 1 of Exhibit A; 3. Any change in the Number of Authorized Shares from that set forth in Column 2 of Exhibit A; 4. 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 listed in Column 4 of Exhibit A hereto; 5. Any change in the number of outstanding Shares subject to stop orders or other transfer limitations; 6. The listing or delisting of any Shares on any stock exchange; 7. The appointment after the date hereof of any co-Transfer Agent, Registrar (other than Mellon Investor Services) or any co-Registrar for any of the Shares; 8. The merger of Client into, or the consolidation of Client with, or the sale or other transfer of the assets of Client substantially as an entirety to, another person; or the merger or consolidation of another person into or with Client; and 9. Any other change in the affairs of Client of which Mellon Investor Services must have knowledge to perform properly its duties under this Agreement.

EXHIBIT D MELLON INVESTOR SERVICES LLC FEE SCHEDULE -------------------------------------------------------------------------------Delaware Group Dividend and Income Fund, Inc. -------------------------------------------------------------------------------INITIAL TERM OF AGREEMENT:..................THREE (3) YEARS FEES NOT SUBJECT TO INCREASE:........................TWO (2) YEARS (During initial term only) -------------------------------------------------------------------------------SERVICE FEES -------------------------------------------------------------------------------FLAT MONTHLY FEE.........................................$2,250.00

PER REINVESTMENT STATEMENT FEE...............................$0.30 THE ABOVE FEE WILL BE CHARGED FOR ALL SERVICES LISTED IN EXHIBIT B AND WILL BE SUBJECT TO THE FOLLOWING ANNUAL ALLOWANCES:
-------------------------------------------------------------------------------Number of open accounts maintained.............................600 Number of certificates and / or book-entry credits.............100 Number of options/restricted/legal items processed..............50 Number of dividends paid, per fund..............................12 Number of quarterly report mailings............................N/A Number of other mailings per year (one enclosure)................1 Number of enclosures--annual meeting mailing.....................4 Number of shareholder telephone inquiries.......................75 Number of shareholder written inquiries.........................50 Number of lists, labels, reports, analyses.......................8 Number of Inspectors of Election.................................2 Number of respondent bank omnibus proxies.......................10 Number of DWAC transactions.....................................10 --------------------------------------------------------------------------------

TO THE EXTENT THE ABOVE ANNUAL ALLOWANCES ARE EXCEEDED, THE FOLLOWING FEES WILL APPLY:
-------------------------------------------------------------------------------For each account maintained above 600 (per year)...........$ 5.50 For each option/restricted/legal items processed...........$ 20.00 For each certificate issued or book-entry credit posted....$ 2.00 For each shareholder telephone inquiry.....................$ 5.25 For each shareholder written inquiry.......................$ 10.00 Mailings...................................................See Attached Lists / Labels / Analyses..................................See Attached For each additional Inspector of Election..................$ 500.00 For each respondent bank omnibus proxy.....................$ 100.00 For each additional DWAC transaction.......................$ 25.00 --------------------------------------------------------------------------------

EXHIBIT D MELLON INVESTOR SERVICES LLC FEE SCHEDULE EXPENSES AND OTHER CHARGES Fees and Out of Pocket Expenses. All charges and fees, out of pocket costs, expenses and disbursements of Mellon Investor Services are due and payable by Client upon receipt of an invoice from Mellon Investor Services. Client shall pay for estimated postage by mail date. The cost of stationery and supplies, such as transfer sheets, dividend checks, etc., together with any disbursement for telephone, postage, mail insurance, travel for annual meeting, link-up charges for ADP/IECA, tape charges from DTC, etc. are billed in addition to the above fees. For companies who participate in the Direct Registration System (DRS), Mellon Investor Services will provide a "sell" feature for liquidation of book-entry shares held on behalf of a shareholder. Upon receipt of a sell request by the registered shareholder, Mellon Bank, N.A. will process the request and remit the proceeds to the shareholder in the form of a check (less the appropriate fees). The charge for each such sale is $15 00 plus $0.12 per share. Initial Fee. A fee of $WAIVED is payable at signing of the Service Agreement for the additional activities associated with the acceptance of this appointment. Initial public offerings (IPO'S) will include the issuance of up to 100 additional certificates/bookentry debits. Certificates/bookentries issued/processed in excess of that amount will be charged at $2.00 per certificate/debit. Secondary offerings will be assessed at the time of the appointment. Termination Fee. In the event Client terminates this Agreement, the Client shall pay Mellon Investor Services a fee of two dollars ($2.00) per registered shareholder account, per fund then maintained for the Client on Mellon Investor Services' records, subject to a minimum fee of three thousand five hundred dollars ($3,500.00) for each fund. This fee, subject to change upon written notification to the Client by Mellon Investor Services, is separate from any other amounts payable by the Client to Mellon Investor Services incidental to such termination, such as, the cost to produce and ship records, reports and unused certificate stock to a successor agent. It is also separate from any other fees for services under this Agreement, which would be accrued and payable by the Client to Mellon Investor Services prior to such termination. Mellon Investor Services may withhold the Client's records, reports and unused certificate stock from a successor agent pending the Client's payment in full of its fees and expenses owed under this Agreement. Conversion. There is usually no charge for converting the Client's files to Mellon Investor Services' system with the exception of outstanding check history from the current agent's file. A review of the current rules and formats will be made to determine if any situation exists which will require extraordinary effort to complete the conversion. Any charge will be discussed with the Client prior to work commencing. Interest. In the event Client shall default in the payment of any such charges, such defaulted sums shall bear interest or finance charges at the maximum applicable legal rate and all costs and expenses of effecting collection of any said sums, including a reasonable attorney's fee, shall be paid by Client. Legal, Technological Expenses. Certain legal expenses may be incurred in resolving matters not anticipated in the normal course of business, This may result in a separate charge to cover our expenses in resolving such matters; provided that any legal expenses charged to the Client shall be reasonable. In the event any Federal regulation and/or state or local law are enacted which require Mellon Investor Services to make any technological improvements and/or modifications to our current system, Client shall reimburse Mellon Investor Services, on a pro rata basis proportionate to the Client's registered shareholder base, for the costs associated with making such required technological improvements and/or modifications. Other Services. Fees for any services not specified, such as maintaining mail lists, storing canceled certificates after the initial two year period, escheating unclaimed property to the states, stock splits, exchanges, tenders, solicitation mailings and coding of dividend reinvestment and ACH accounts, etc.,

MELLON INVESTOR SERVICES LLC FEE SCHEDULE will be based on Mellon Investor Services' standard fees at the time of the request or, if no standard fees have been established, an appraisal of the work to be performed

MELLON INVESTOR SERVICES LLC FEE SCHEDULE LISTS / LABELS / ANALYSES LISTS
Per name listed..............................................$0.05 LABELS Per label printed............................................$0.05 ANALYSES Per name passed on data base.................................$0.02 Per name listed in report....................................$0.05

(MINIMUM charge for each of the above services is $250.00.) OUT-OF-POCKET EXPENSES Any expenses of this nature, which include but are not limited to telephone, facsimile transmissions, postage, insurance, messenger, stationery, etc., will be billed in addition to the above stated fees. Estimated Postage is payable in advance.

MELLON INVESTOR SERVICES LLC FEE SCHEDULE MAILING SERVICES ADDRESSING
Addressing mailing medium (per name)..........................$0.05 AFFIXING Affixing labels (per label)...................................$0.03 INSERTING Inserting Enclosures (Machine) 1st 2nd 3rd 4th Enclosure Enclosure Enclosure Enclosure (per (per (per (per piece).............................$0.050 piece).............................$0.025 piece).............................$0.020 piece).............................$0.015

Inserting Enclosures (Manual) Charge will be determined based on analysis of work to be performed. (MINIMUM charge for each of the above services is $250.00.) OUT-OF-POCKET EXPENSES Any expenses of this nature, which include but are not limited to telephone, facsimile transmissions, postage, insurance, messenger, stationery, etc., will be billed in addition to the above stated fees. Estimated Postage is payable in advance.

MELLON INVESTOR SERVICES LLC DOCUMENTATION CHECKLIST Delaware Group Dividend and Income Fund, Inc. APPOINTMENT DOCUMENTATION LIST
--------------------------------------------------------------------------------------------------------DOCUMENT RECEIVED DATE COMMENTS --------------------------------------------------------------------------------------------------------1. Service Agreement |_| date Execute, return to Mellon Investo Services --------------------------------------------------------------------------------------------------------2. Certificate of Incorporation |_| --------------------------------------------------------------------------------------------------------3. By-Laws, with Amendments |_| --------------------------------------------------------------------------------------------------------4. Board Resolution Appointing CMSS |_| --------------------------------------------------------------------------------------------------------5. Opinion of Counsel, addressed to CMSS |_| --------------------------------------------------------------------------------------------------------6. Specimen Stock Certificate |_| Obtain from Bank Note Company --------------------------------------------------------------------------------------------------------7. Secretary's Certificate |_| See Exhibit C. Sec. 5, a-g --------------------------------------------------------------------------------------------------------8 Specimen Signature of Authorized Officers |_| Form Enclosed --------------------------------------------------------------------------------------------------------9 Form 2678; Employer Appointment of Agent |_| IRS Form, enclosed ---------------------------------------------------------------------------------------------------------

See Exhibit C for details IPO CLOSING CHECK LIST - N/A
--------------------------------------------------------------------------------------------------------DOCUMENT RECEIVED DATE COMMENTS --------------------------------------------------------------------------------------------------------1. Registration Statement |_| --------------------------------------------------------------------------------------------------------2. Listing Application |_| --------------------------------------------------------------------------------------------------------3. Prospectus |_| --------------------------------------------------------------------------------------------------------4. Authorization from Company to accept |_| Issuance Instructions from Underwriter --------------------------------------------------------------------------------------------------------5. Issuance Instructions |_| --------------------------------------------------------------------------------------------------------6. Text of Restrictive Legend, if any |_| --------------------------------------------------------------------------------------------------------7. Delivery Instructions |_| --------------------------------------------------------------------------------------------------------8. Cross receipt, Company & Underwriter |_| --------------------------------------------------------------------------------------------------------9. Closing Memo |_| ---------------------------------------------------------------------------------------------------------

MELLON INVESTOR SERVICES LLC DOCUMENTATION CHECKLIST --------------------------------------------------------------------------------------------------------------------------------------------------------------MELLON INVESTOR SERVICES LLC AUTHORIZED AND SPECIMEN SIGNATURES --------------------------------------------------------------------------------

THE FOLLOWING ARE THE AUTHORIZED AND SPECIMEN SIGNATURES OF THE COMPANY Delaware Group Dividend and Income Fund, Inc.
ADDRESS -------------------------------------------------------------------------------TYPE NAME CHAIRMAN OF SIGNATURE THE BOARD -------------------------------------------------------------------------------TYPE NAME PRESIDENT SIGNATURE -------------------------------------------------------------------------------TYPE NAME VICE SIGNATURE PRESIDENT -------------------------------------------------------------------------------TYPE NAME VICE SIGNATURE PRESIDENT -------------------------------------------------------------------------------TYPE NAME TREASURER SIGNATURE -------------------------------------------------------------------------------TYPE NAME ASSISTANT SIGNATURE TREASURER -------------------------------------------------------------------------------TYPE NAME ASSISTANT SIGNATURE TREASURER -------------------------------------------------------------------------------TYPE SECRETARY SIGNATURE -------------------------------------------------------------------------------TYPE NAME ASSISTANT SIGNATURE SECRETARY -------------------------------------------------------------------------------TYPE NAME ASSISTANT SIGNATURE SECRETARY -------------------------------------------------------------------------------TYPE NAME GENERAL SIGNATURE COUNSEL -------------------------------------------------------------------------------TYPE NAME SIGNATURE --------------------------------------------------------------------------------

I,____________ SECRETARY OF____________________ DO HEREBY CERTIFY THAT THE ABOVE SIGNATURES ARE TRUE SPECIMENS OF THE SIGNATURES OF THE OFFICERS OF THIS CORPORATION WHO NOW HOLD THE OFFICE SET FORTH OPPOSITE THEIR RESPECTIVE NAMES
DATED__________ CORPORATE SEAL __________________________________ SECRETARY

--------------------------------------------------------------------------------

MELLON INVESTOR SERVICES LLC Exhibit E --------------------------------------------------------------------------------

LIST OF AFFILIATED FUNDS Delaware Group Global Dividend and Income Fund, Inc. ("DGF") Voyageur Arizona Municipal Income Fund, Inc. ("VAZ") Voyageur Colorado Insured Municipal Income Fund, Inc. ("VCF") Voyageur Florida Insured Municipal Income Fund ("VFL") Voyageur Minnesota Municipal Income Fund, Inc. ("VMN") Voyageur Minnesota Municipal Income Fund II, Inc. ("VMM") Voyageur Minnesota Municipal Income Fund III, Inc. ("VYM")

EXHIBIT (d)(4)(i) SCHEDULE B FUND ADMINISTRATION AND ACCOUNTING AGREEMENT COMPENSATION SCHEDULE EFFECTIVE AS OF MAY 19, 2005 DELAWARE INVESTMENTS CLOSED-END FUNDS The Company shall pay the Accounting Agent a monthly fee at an annual rate of 0.04% 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, or the American Stock Exchange, as the case may be, 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. In addition, the Accounting Agent shall be entitled to reimbursement of out-of-pocket expenses paid on behalf of the Company. In addition to the foregoing, in the conduct of the business of the parties to this Agreement and in the performance of this Agreement, each party will bear its allocable portion of expenses common to each. AGREED AND ACCEPTED: DELAWARE SERVICE COMPANY, INC. By: _____________________________________ Name: Douglas L. Anderson Title: Senior Vice President/Operations DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III, INC. By: _______________________________________________ Name: Jude T. Driscoll Title: Chairman/President/Chief Executive Officer

EXHIBIT (d)(5)(iii) AMENDMENT, dated July 1, 2001 to the May 1, 1996 Global Custody Agreement ("Agreement"), between those registered investment companies listed on Schedule A to the Agreement (each a "Customer"), having a place of business at One Commerce Square, 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 Investment Company Rider dated November 20, 1997 thereto and inserting, in lieu thereof, the following Rider: I 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 where Bunk has not acted as Foreign Custody Manager with respect to the selection thereof Bank shall notify Customer in the event that it elects to add any such entity II Add the following language to the end of Section 3 of the Agreement: (i) 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 I7f-5(a)(7); and (b) an "Eligible Foreign Custodian," which, as defined in rule 17f-5(a)(l) and (5), shall mean (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country's government or an agency thereof, and (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 Saws of a country other than the United States In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC (ii) The term "securities depository" as used herein shall mean the following when referring to a securities depository located: (a) outside the US., an "Eligible Securities Depository" which, in turn, shall have the same meaning as in rule 17f7(b)(l)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt by an SEC exemptive order, rule or other appropriate SEC action, except that prior to the compliance date with rule 17f-7 for a particular securities depository the term "securities depository" shall be as defined in (a)(l)(ii)-(iii) of the 1997 amendments to rule 17f-5 (b) in the U S , a "securities depository" as defined in SEC rule 17f-4(a) (iii) For purposes of clarity, it is understood and agreed that the term Subcustodian shall not include any securities depository. For purposes of the provisions of the Agreement imposing liability on Bank, the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. III Add new Section 16 to the Agreement as follows: 16 Compliance with Securities and Exchange Commission 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)(3)), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(l), as the same may be amended from time to time, or that have otherwise been exempted by SEC exemptive order, rule or other appropriate SEC action) to hold Customer's Foreign Assets, and (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)). (b) In connection with the foregoing, Bank shall: (i) provide written reports notifying Customer's Board of the placement of Foreign Assets with particular Eligible Foreign Custodians and of any material change 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 but until further notice from Customer requesting a different schedule, such reports shall be provided not less than quarterly in summary form, with a more detailed report annually; (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 Foreign Assets would exercise; (iii) in selecting an Eligible Foreign Custodian, first have determined that Foreign 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)(l)(i)-(iv); (iv) determine that the written contract with the Eligible Foreign Custodian requires that the Eligible Foreign Custodian will provide reasonable care for Foreign Assets based on the standards applicable to custodians in the relevant market as provided in rule 17f-5(c)(2); and (v) have established a system to monitor the continued appropriateness of maintaining Foreign Assets with particular Eligible Foreign Custodians and performance of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford Foreign Assets reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign Assets Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank (c) Except as expressly provided herein and in Section 17 hereof, Customer shall be solely responsible to assure that the maintenance of Foreign Assets hereunder complies with the rules, regulations, interpretations and exemptive orders promulgated by or under the authority of the SEC. (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 Investment Company Act of 1940, as amended (the "1940 Act") as the same may be amended from time to time; (2) its Board (or other governing body) has determined that it is reasonable to rely on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board (or other governing body) or its investment adviser shall have determined that Customer may maintain Foreign Assets in each country in which Customer's Foreign Assets shall be held hereunder and determined to accept the risks arising therefrom (including, but not limited to, a country's financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and the like) (collectively ("Country 2

Risk")) Nothing contained herein shall require Bank to make any selection on behalf of Customer that would entail consideration of Country Risk and, except as may be provided in (e) below, to engage in any monitoring of Country Risk (e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1-A hereto Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information IV Add the following language to the end of the First sentence of Section 4(d) of the Agreement: "or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws." V Add a new Section 17 to the Agreement as follows: 17 Compliance with Securities and Exchange Commission rule 17f-7 ("rule 17f-7") (a) Bank shall, for consideration by Customer, provide an analysis in accordance with rule 17f-7(a)(l)(i)(A) of the custody risks associated with maintaining Customer's Foreign Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer's Foreign Assets at such Depository) and at which any Foreign Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank's Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its Foreign Assets held. Bank shall monitor the custody risks associated with maintaining Customer's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks (b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 17(a) above. (c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 1-B hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Appendix I-B hereto, and as the same may be amended on notice to Customer from time to time) (d) Bank need not commence performing any of the duties set forth in this Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is prepared to commence such duties prior to such date as to particular depositories ********************** IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written Customer THE CHASE MANHATTAN BANK

By: /s/ David K. Downes -----------------------Name: Title: Date: July 1, 2001

By: -----------------------Name: Title: Date: July 1, 2001

3

(d) Bank need not commence performing any of the duties set forth in this Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is prepared to commence such duties prior to such date as to particular depositories. ********************** IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above Customer THE CHASE MANHATTAN BANK

By: ______________ Name: Title: Date: July 1, 2001

By: /s/ Rosemary M, Stidmon -----------------------Name: Rosemary M, Stidmon Title: Vice President Date: July 1, 2001

4

Appendix 1-A Information Regarding Country Risk 1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Foreign Assets into a country the following information (check items applicable):
A |x| i Opinions of local counsel concerning: 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 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. Whether applicable foreign law would restrict the Customer's ability to recover assets that axe lost while under the control of an Eligible Foreign Custodian located in the country. Written information concerning: The likelihood of expropriation, confiscation of Customer's assets nationalization, freezes, or

|x|

ii

|x|

iii

B. |x| i.

|x|

ii.

Whether difficulties in converting Customer's cash equivalents to U.S. dollars axe reasonably foreseeable.

and

cash

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, (vi) market settlement risk, (vii) Eligible Securities Depositories (including Depositor evaluation), if any 2 Bank shall furnish the following additional information: Market flashes, including with respect to changes in the information in market reports

Appendix 1-B ELIGIBLE SECURITIES DEPOSITORIES

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INS --------------------------------------------------------------------------------------------------------Argentina CVSA Equity, Corporate Debt, (Caja de Valores S.A.,) --------------------------------------------------------------------------------------------------------Argentina CRYL Government Debt (Central de Registration y Liquidacion de Instruments de Endeudamiento Publico) --------------------------------------------------------------------------------------------------------Australia Austraclear Limited Corporate Debt, Money M --------------------------------------------------------------------------------------------------------Australia CHESS Equity (Clearing House Electronic Sub-register System) --------------------------------------------------------------------------------------------------------Australia RITS Government Debt (Reserve Bank of Australia/Reserve Bank Information and Transfer System) --------------------------------------------------------------------------------------------------------Austria OeKB Equity, Corporate Debt, (Oesterreichische Kontrollbank AG) --------------------------------------------------------------------------------------------------------Belgium CIK Equity, Corporate Debt (Caisse interprofessionnelle de Depots et de Virements de Titres S.A.) --------------------------------------------------------------------------------------------------------Belgium NBB Corporate Debt, Governm (National Bank of Belgium) --------------------------------------------------------------------------------------------------------Brazil CBLC Equity (Companhia Brasileira de Liquidacao e Custodia) --------------------------------------------------------------------------------------------------------Brazil CETIP (Central de Custodia e Liquidacuo Financiera de Titulos Corporate Debt Privados) --------------------------------------------------------------------------------------------------------Brazil SELIC Government Debt (Sistema Especial de Liquidacao e Custodia) --------------------------------------------------------------------------------------------------------Bulgaria BNB Government Debt (Bulgaria National Bank) --------------------------------------------------------------------------------------------------------Bulgaria CDAD Equity, Corporate Debt (Central Depository A.D) --------------------------------------------------------------------------------------------------------Canada CDS Equity, Corporate, Gove (The Canadian Depository for Securities Limited) --------------------------------------------------------------------------------------------------------Chile DCV Equity, Corporate Debt, (Deposito Central de Valores S.A) --------------------------------------------------------------------------------------------------------China, SSCCRC Equity ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 2 June 4, 2001 Network Management

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INST --------------------------------------------------------------------------------------------------------Shanghai (Shanghai Securities Central Clearing and Registration Corporation) --------------------------------------------------------------------------------------------------------China, Shenzhen SSCC Equity (Shenzhen Securities Clearing Company, Limited) --------------------------------------------------------------------------------------------------------Colombia DCV Government Debt (Deposito Central dc Valores) --------------------------------------------------------------------------------------------------------Colombia DECEVAL Equity, Corporate Debt, (Deposito Centralizado de Valores de Colombia S.A.) --------------------------------------------------------------------------------------------------------Croatia SDA Equity, Government Debt (Central Depository Agency Inc. - Stredisnja depozitama agencija d.d.) --------------------------------------------------------------------------------------------------------Croatia MOF Short-term debt issued (Ministry of Finance of the Republic of Croatia) --------------------------------------------------------------------------------------------------------Croatia CNB Short-term debt issued Croatia. (Croatian National Bank) --------------------------------------------------------------------------------------------------------Czech Republic SCP Equity, Corporate Debt, (Stredisko cennych papiru - Ceska republica) --------------------------------------------------------------------------------------------------------Czech Republic CNB Government Debt (Czech National Bank) --------------------------------------------------------------------------------------------------------Denmark VP Equity, Corporate Debt, (Vaerdipapircentralen A/S) --------------------------------------------------------------------------------------------------------Egypt MCSD Equity, Corporate Debt (Misr for Clearing, Settlement and Depository, S.A.E.) --------------------------------------------------------------------------------------------------------Estonia ECDS Equity, Corporate Debt, (Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium) --------------------------------------------------------------------------------------------------------Finland APK Equity, Corporate Debt, (Finnish Central Securities Depository Limited) --------------------------------------------------------------------------------------------------------France Euroclear France Equity, Corporate Debt, --------------------------------------------------------------------------------------------------------Germany Clearstream Equity, Corporate Debt, (Clearstream Banking AG) --------------------------------------------------------------------------------------------------------Greece CSD Equity, Corporate Debt (Central Securities Depository S.A.) --------------------------------------------------------------------------------------------------------Greece BoG Government Debt ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 3 June 4, 2001 Network Management

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INST --------------------------------------------------------------------------------------------------------(Bank of Greece) --------------------------------------------------------------------------------------------------------Hong Kong HKSCC Equity (Hong Kong Securities Clearing Company Limited) --------------------------------------------------------------------------------------------------------Hong Kong CMU Corporate Debt, Governm (Central Moneymarkets Unit) --------------------------------------------------------------------------------------------------------Hungary KELER Equity, Corporate Debt, (Central Clearing House and Depository (Budapest) Ltd Kozponti Elszamolohaz es Ertektar (Budapest)Rt) --------------------------------------------------------------------------------------------------------India NSDL Equity, Corporate Debt, (National Securities Depository Limited) --------------------------------------------------------------------------------------------------------India CDSL Equity (Central Depository Services (India) Limited) --------------------------------------------------------------------------------------------------------India RBI Government Debt (Reserve Bank of India) --------------------------------------------------------------------------------------------------------Indonesia KSEI Equity, Corporate Debt (PT Kustodian Sentral Efek Indonesia) --------------------------------------------------------------------------------------------------------Ireland CREST Equity, Corporate Debt (CRESTCo Limited) --------------------------------------------------------------------------------------------------------Israel TECH Equity, Corporate Debt, (Tel Aviv Stock Exchange Clearing House) --------------------------------------------------------------------------------------------------------Italy Monte Titoli S.p.A. Equity, Corporate Debt, --------------------------------------------------------------------------------------------------------Ivory Coast DC/BR Equity (Le Depositaire Central / Banque de Reglement) --------------------------------------------------------------------------------------------------------Jamaica JCSD Equity, Corporate Debt, (Jamaica Central Securities Depository) --------------------------------------------------------------------------------------------------------Japan JASDEC Equity, Convertible Deb (Japan Securities Depository Center) --------------------------------------------------------------------------------------------------------Japan BoJ Registered Government D (Bank of Japan) --------------------------------------------------------------------------------------------------------Kazahkstan CSD Equity (Central Securities Depository CJSC) --------------------------------------------------------------------------------------------------------Kenya CBCD Government Debt (Central Bank Central Depository) ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 4 June 4, 2001 Network Management

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INST --------------------------------------------------------------------------------------------------------Latvia LCD Equity, Corporate Debt, (Latvian Central Depository) --------------------------------------------------------------------------------------------------------Lebanon Midclear S.A.L. Equity (Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.) --------------------------------------------------------------------------------------------------------Lithuania CSDL Equity, Corporate Debt, (Central Securities Depository of Lithuania) --------------------------------------------------------------------------------------------------------Luxembourg CBL Equity (Clearstream Banking Luxembourg S.A.) --------------------------------------------------------------------------------------------------------Malaysia MCD Equity, Corporate Debt (Malaysian Central Depository Sdn., Bhd.) --------------------------------------------------------------------------------------------------------Malaysia BNM Government Debt (Bank Negara Malaysia) --------------------------------------------------------------------------------------------------------Mauritius CDS Equity, Corporate Debt (Central Depository and Settlement Company Limited) --------------------------------------------------------------------------------------------------------Mexico INDEVAL Equity, Corporate Debt, (S.D. INDEVAL S.A. de C.V.) --------------------------------------------------------------------------------------------------------Morocco Maroclear Equity, Corporate Debt, --------------------------------------------------------------------------------------------------------Netherlands NECIGEF Equity, Corporate Debt, (Nederlands Centraal Insituut voor Giraal Effectenverkeer B.V.) --------------------------------------------------------------------------------------------------------New Zealand NZCSD Equity, Corporate Debt, (New Zealand Central Securities Depository) --------------------------------------------------------------------------------------------------------Nigeria CSCS Equity, Corporate Debt, (Central Securities Clearing System Limited) --------------------------------------------------------------------------------------------------------Norway VPS Equity, Corporate Debt, (Verdipapirsentralen) --------------------------------------------------------------------------------------------------------Oman MDSRC Equity, Corporate Debt (The Muscat Depository and Securities Registration Company, S.A.O.C.) --------------------------------------------------------------------------------------------------------Pakistan CDC Equity, Corporate Debt (Central Depository Company of Pakistan Limited) --------------------------------------------------------------------------------------------------------Pakistan SBP Government Debt (State Bank of Pakistan) ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 5 June 4, 2001 Network Management

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INST --------------------------------------------------------------------------------------------------------Peru CAVALI Equity, Corporate Debt, (CAVALIICLV S.A.) --------------------------------------------------------------------------------------------------------Philippines PCD Equity (Philippine Central Depository, Inc.) --------------------------------------------------------------------------------------------------------Philippines ROSS Government Debt (Bangko Sentral ng Pilipinas / Register of Scripless Securities) --------------------------------------------------------------------------------------------------------Poland NDS Equity, Long-Term Gover (National Depository for Securities S.A.) --------------------------------------------------------------------------------------------------------Poland CRT Short-Term Government D (Central Registry of Treasury-Bills) --------------------------------------------------------------------------------------------------------Portugal INTERBOLSA Equity, Corporate Debt, (Sociedade Gestora de Sistemas de Liquidacao e de Sistemas Centralizados de Valores Mobiliarios, S.A.) --------------------------------------------------------------------------------------------------------Romania SNCDD Equity (National Company for Clearing, Settlement and Depository for Securities) --------------------------------------------------------------------------------------------------------Romania BSE Equity (Bucharest Stock Exchange) --------------------------------------------------------------------------------------------------------Russia VTB Equity, Corporate Debt, of Finance Bonds) (Vneshtorgbank) --------------------------------------------------------------------------------------------------------Russia NDC Equity, Corporate Debt, (National Depository Centre) --------------------------------------------------------------------------------------------------------Singapore CDP Equity, Corporate Debt (The Central Depository (Pte) Limited) --------------------------------------------------------------------------------------------------------Singapore MAS Government Debt (Monetary Authority of Singapore) --------------------------------------------------------------------------------------------------------Slovak Republic SCP Equity, Corporate Debt, (Stredisko cennych papierov SR Bratislava, a.s.) --------------------------------------------------------------------------------------------------------Slovak Republic NBS Government Debt (National Bank of Slovakia) --------------------------------------------------------------------------------------------------------Slovenia KDD Equity, Corporate Debt, (Centralna klirinsko depotna druzba d.d.) --------------------------------------------------------------------------------------------------------South Africa CDL Corporate Debt, Governm ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 6 June 4, 2001 Network Management

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INST --------------------------------------------------------------------------------------------------------(Central Depository (Pty) Limited) --------------------------------------------------------------------------------------------------------South Africa STRATE Equity

(Share Transactions Totally Electronic) --------------------------------------------------------------------------------------------------------South Korea KSD Equity, Corporate Debt, (Korea Securities Depository) --------------------------------------------------------------------------------------------------------Spain SCLV Equity, Corporate Debt (Servicio de Compensacion y Liquidacion de Valores. S.A.) --------------------------------------------------------------------------------------------------------Spain CBEO Government Debt (Banco de Espana / Central Book Entry Office) --------------------------------------------------------------------------------------------------------Sri Lanka CDS Equity, Corporate Debt (Central Depository System (Private) Limited) --------------------------------------------------------------------------------------------------------Sweden VPC Equity, Corporate Debt, (Vardepapperscentralen AB) --------------------------------------------------------------------------------------------------------Switzerland SIS Equity, Corporate Debt, (SIS SegalnterSettle AG) --------------------------------------------------------------------------------------------------------Taiwan TSCD Equity, Government Debt (Taiwan Securities Central Depository Co. Ltd.) --------------------------------------------------------------------------------------------------------Thailand TSD Equity, Corporate Debt, (Thailand Securities Depository Company Limited) --------------------------------------------------------------------------------------------------------Transnational DCC Euro-CDs (The Depository and Clearing Centre) --------------------------------------------------------------------------------------------------------Transnational Clearstream Euro-Debt , (Clearstream Banking. S.A.) --------------------------------------------------------------------------------------------------------Transnational Euroclear Euro-Debt --------------------------------------------------------------------------------------------------------Tunisia STICODEVAM Equity, Corporate Debt, (Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres) --------------------------------------------------------------------------------------------------------Turkey TAKASBANK Equity, Corporate Debt, (IMKB Takas ve Saklama Bankasi A.S.) --------------------------------------------------------------------------------------------------------United Arab DFM Equity, Corporate Debt, Emirates (Dubai Financial Market Clearing House) --------------------------------------------------------------------------------------------------------United CREST Equity, Corporate Debt, Kingdom (CRESTCo Limited) ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible For inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 7 June 4, 2001 Network Management

[LOGO OMITTED] JPMorgan INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
--------------------------------------------------------------------------------------------------------COUNTRY DEPOSITORY INST --------------------------------------------------------------------------------------------------------United Kingdom CMO Sterling & Euro CDs, Co (Central Moneymarkets Office) --------------------------------------------------------------------------------------------------------United States DTC Equity, Corporate Debt (Depository Trust Company) --------------------------------------------------------------------------------------------------------United States PTC Mortgage Back Debt (Participants Trust Company) --------------------------------------------------------------------------------------------------------United States FED Government Debt (The Federal Reserve Book-Entry System) --------------------------------------------------------------------------------------------------------Venezuela BCV Government Debt (Banco Central de Venezuela) --------------------------------------------------------------------------------------------------------Venezuela CVV Equity, Corporate Debt, (Caja Venezolana de Valores, S.A.) --------------------------------------------------------------------------------------------------------Vietnam SCC Equity, Corporate Debt, (Securities Custody Centre) --------------------------------------------------------------------------------------------------------Zambia CSD Equity, Government Debt (LuSE Central Shares Depository Limited) --------------------------------------------------------------------------------------------------------Zambia BoZ Government Debt (Bank of Zambia) ---------------------------------------------------------------------------------------------------------

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 8 June 4, 2001 Network Management

SCHEDULE A Delaware Group Adviser Funds Delaware New Pacific Fund Delaware Overseas Equity Fund Delaware U.S.Growth Fund Delaware Group Equity Funds I Delaware Balanced Fund Delaware Devon Fund Delaware Group Equity Funds II Delaware Decatur Equity Income Fund Delaware Growth and Income Fund Delaware Diversified Value Fund Delaware Social Awareness Fund Delaware Group Equity Funds III Delaware American Services Fund Delaware Focused Growth Fund Delaware Research Fund Delaware Small Cap Growth Fund Delaware Technology & Innovation Fund Delaware Trend Fund Delaware Group Equity Funds IV Delaware Growth Opportunities Fund Delaware Diversified Growth Fund Delaware Group Equity Funds V Delaware Small Cap Value Fund Delaware Retirement Income Fund Delaware Small Cap Contrarian Fund Delaware Group Foundation Funds Delaware Income Portfolio Delaware Balanced Portfolio Delaware Growth Portfolio Delaware S&P 500 Index Fund Delaware Group Global and International Funds Delaware Emerging Markets Fund Delaware Global Bond Fund Delaware Global Equity Fund Delaware International Equity Fund Delaware International Small Cap Fund Delaware Group Government Fund Delaware American Government Bond Fund

Delaware Group Income Funds Delaware Corporate Bond Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Strategic Income Fund Delaware Group Limited-Term Government Funds Delaware Limited-Term Government Fund Delaware Pooled Trust The All-Cap Growth Equity Portfolio The Diversified Core Fixed Income Portfolio The Emerging Markets Portfolio The Global Equity Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The International Equity Portfolio The International Fixed Income Portfolio The International Large-Cap Equity Portfolio The International Small-Cap Portfolio The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Small-Cap Growth Equity Portfolio The Small-Cap Value Equity Portfolio Delaware Group Premium Fund Balanced Series Convertible Securities Series Devon Series Emerging Markets Series Global Bond Series Growth and Income Series Growth Opportunities Series High Yield Series International Equity Series REIT Series Select Growth Series Small Cap Value Series Social Awareness Series Strategic Income Series Technology and Innovation Series Trend Series U.S. Growth Series

EXHIBIT (d)(5)(iv) JPMORGAN CHASE BANK GLOBAL CUSTODY AGREEMENT AMENDMENT NO. 1 TO SCHEDULE A THIS AMENDMENT, dated July 17, 2003, amends the Schedule A of the Global Custody Agreement, dated May 1, 1996 as amended on July 1, 2001 ("Agreement"), between those registered investment companies to the Agreement (each a "Customer"), having a place of business at 2005 Market Street, Philadelphia, PA 19103, and JPMorgan Chase Bank ("Bank"), having a place of business at 270 Park Ave., New York, N.Y. 10017-2070. Delaware Group Adviser Funds Delaware Diversified Income Fund Delaware U.S. Growth Fund Delaware Group Cash Reserve Delaware Cash Reserve Fund Delaware Group Equity Funds I Delaware Balanced Fund Delaware Devon Fund Delaware Group Equity Funds II Delaware Decatur Equity Income Fund Delaware Diversified Value Fund Delaware Growth and Income Fund Delaware Social Awareness Fund Delaware Group Equity Funds III Delaware American Services Fund Delaware Focused Growth Fund Delaware Focused Value Fund Delaware Technology and Innovation Fund Delaware Trend Fund Delaware Group Equity Funds IV Delaware Diversified Growth Fund Delaware Growth Opportunities Fund Delaware Group Equity Funds V Delaware Retirement Income Fund Delaware Small Cap Contrarian Fund Delaware Small Cap Value Fund Delaware Group Foundation Funds Delaware Balanced Allocation Portfolio Delaware Growth Allocation Portfolio Delaware Income Allocation Portfolio Delaware S&P 500 Index Fund Delaware Group Global & International Funds Delaware Emerging Markets Fund Delaware International Small Cap Value Fund Delaware International Value Equity Fund Delaware Group Government Fund Delaware American Government Bond Fund Delaware Group Income Funds

Delaware Corporate Bond Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Strategic Income Fund Delaware Group Limited-Term Government Funds Delaware Limited-Term Government Fund Delaware Group State Tax-Free Income Trust Delaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free Fund Delaware Tax-Free Insured Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund Delaware Tax-Free Money Fund

Delaware Pooled Trust The All-Cap Growth Equity Portfolio The Core Fixed Income Portfolio(1) The Core Plus Fixed Income Portfolio The Emerging Markets Portfolio The Global Equity Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The Intermediate Fixed Income Portfolio The International Equity Portfolio The International Fixed Income Portfolio The International Large-Cap Equity Portfolio The International SmallCap Portfolio The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Large-Cap Value Equity Portfolio The Mid-Cap Growth Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Small-Cap Growth Equity Portfolio The Small-Cap Value Equity Portfolio Delaware Investments Dividend and Income Fund, Inc. Delaware Investments Global Dividend and Income Fund, Inc. Delaware VIP Trust Delaware VIP Balanced Series Delaware VIP Capital Reserves Series Delaware VIP Cash Reserve Series Delaware VIP Emerging Markets Series Delaware VIP Global Bond Series Delaware VIP Large Cap Value Series Delaware VIP Growth Opportunities Series Delaware VIP High Yield Series Delaware VIP International Value Equity Series Delaware VIP REIT Series Delaware VIP Select Growth Series Delaware VIP Small Cap Value Series Delaware VIP Social Awareness Series Delaware VIP Trend Series Delaware VIP U.S. Growth Series Optimum Fund Trust Optimum Fixed Income Fund Optimum International Fund Optimum Large Cap Growth Fund Optimum Large Cap Value Fund Optimum Small Cap Growth Fund Optimum Small Cap Value Fund (1) The Core Fixed Income Portfolio of Delaware Pooled Trust will be liquidated on or about the end of July 2003. AGREED AND ACCEPTED: CUSTOMER
By: /s/ Michael P. Bishof ---------------------------------Name: Michael P. Bishof Title: Senior Vice President/Treasurer

JPMORGAN CHASE BANK
By: /s/ Rosemary M. Stidmon ---------------------------------Name: Rosemary M. Stidmon Title: Vice President

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