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This Letter Of Agreement - DELAWARE INVESTMENTS GLOBAL DIVIDEND & INCOME FUND, INC - 6-1-2000

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This Letter Of Agreement - DELAWARE INVESTMENTS GLOBAL DIVIDEND & INCOME FUND, INC - 6-1-2000 Powered By Docstoc
					May 22, 2000

Delaware Group Global 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 Global 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 GLOBAL 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                               $4.50 PER CALL
(Calls to Banks, Brokers and Nominees included in base fee)   (Includes phone #
                                                              look up and up to
                                                              three call backs)


INCOMING PHONE CALLS                                          $3.50 PER CALL

EXTENSION FEE                                                 $1,000.00 PER
                                                              EXTENSION
                              INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between DELAWARE GROUP GLOBAL 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 Sub-
Adviser 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 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.

                                                         -2-
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,                              DELAWARE GROUP GLOBAL
          a series of Delaware Management Business Trust            DIVIDEND AND INCOME FUND, INC.
                                                                    on behalf of the Funds listed
                                                                    on Appendix A




          By: /s/ David K. Downes                                   By: /s/ Wayne A. Stork
             -------------------------------                           ----------------------------
          Name: David K. Downes                                        Name: Wayne A. Stork
          Title:   President                                           Title: Chairman




          Attest: /s/ David P. O'Connor                             Attest: Michael T. Pellegrino
                 ---------------------------                               ------------------------
          Name: David P. O'Connor                                   Name: Michael T. Pellegrino
          Title: Vice President                                     Title: Assistant Vice President
          Assistant Secretary                                              Assistant Secretary




                                                        -4-
                                               EXHIBIT A

THIS EXHIBIT to the Investment Management Agreement between DELAWARE GROUP GLOBAL
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)
    Fund Name                                   Effective Date                   Annual Rate
    ---------                                   --------------                   -----------
    Delaware Group Global                       January 1, 1999                     0.70%
    Dividend and Income Fund, Inc.




                                                    -5-
                                     SUB-ADVISORY AGREEMENT

AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, a series of Delaware
Management Business Trust (the "Investment Manager"), and DELAWARE
INTERNATIONAL ADVISERS LTD. ("Sub-Adviser").

                                               WITNESSETH:

WHEREAS, DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC., a Maryland
corporation ("Company"), has been organized and operates as an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Investment Manager and the Company have entered into an agreement ("Investment
Management Agreement") whereby the Investment Manager will provide investment advisory services to the
Company; and

WHEREAS, the Investment Management Agreement permits the Investment Manager to hire one or more sub-
advisers to assist the Investment Manager in providing investment advisory services to the Company; and

WHEREAS, the Investment Manager and the Sub-Adviser are registered investment advisers under the
Investment Advisers Act of 1940, as amended, and engage in the business of providing investment management
services.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto
intending to be legally bound, it is agreed as follows:

1. The Investment Manager hereby employs the Sub-Adviser, subject always to the Investment Manager's
control and supervision, to manage the investment and reinvestment of that portion of the Company's assets as
the Investment Manager shall designate from time to time and to furnish the Investment Manager with investment
recommendations, asset allocation advice, research, economic analysis and other investment services with respect
to securities in which the Company may invest, subject to the direction of the Board and officers of the Company
for the period and on the terms hereinafter set forth. The Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser shall regularly make decisions
as to what securities to purchase and sell on behalf of the Company with respect to that portion of the Company's
assets designated by the Investment Manager, shall effect the purchase and sale of such investments in
furtherance of the Company's objectives and policies and shall furnish the Board of Directors of the Company
with such information and reports regarding its activities as the Investment Manager deems appropriate or as the
Directors of the Company may reasonably request in the performance of its duties and obligations under this
Agreement. The Sub-Adviser shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus
of the Company and with the instructions and directions of the Investment Manager and of the Board of Directors
of the Company and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue
Code of 1986 and all other applicable federal and state laws and regulations consistent with the provisions of
Section 15(c) of the 1940 Act.
2. Under the terms of the Investment Management Agreement, 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 stock, including
issuance and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling
and holding of shareholders' meetings; miscellaneous office expenses; brokerage commissions; custodian fees;
legal and accounting fees; taxes; and federal and state registration fees. Without limiting the foregoing, except as
the Investment Manager and the Sub-Adviser may agree in writing from time to time, the Sub-Adviser shall have
no responsibility for record maintenance and preservation obligations under
Section 31 of the 1940 Act.

Directors, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds
which have employed the Sub-Adviser as sub-adviser or investment manager. Directors, officers and employees
of the Sub-Adviser who are Directors, officers and/or employees of the Company, shall not receive any
compensation from the Company for acting in such dual capacity.

In the conduct of the respective business of the parties hereto and in the performance of this Agreement, the
Company, the Investment Manager and the Sub-Adviser may share facilities common to each, which may include
legal and accounting personnel, with appropriate proration of expenses between and among them.

3. (a) Subject to the primary objective of obtaining the best execution, the Sub-Adviser may place orders for the
purchase and sale of portfolio securities and other instruments with such broker/dealers who provide statistical,
factual and financial information and services to the Company, to the Investment Manager, to the Sub-Adviser or
to any other fund for which the Investment Manager or Sub-Adviser provides investment advisory services
and/or with broker/dealers who sell shares of the Company or who sell shares of any other fund for which the
Investment Manager or Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of
the funds for which the Investment Manager or Sub-Adviser provides 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 Sub-Adviser may cause the
Company 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 Sub-Adviser 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 Sub-
Adviser's overall responsibilities with respect to the Company and to other funds and other advisory accounts for
which the Investment Manager or the Sub-Adviser exercises investment discretion.

4. As compensation for the services to be rendered to the Company by the Sub-Adviser under the provisions of
this Agreement, the Investment Manager shall pay to the Sub-Adviser an annual fee equal to 40% of the
management fees paid to the Investment Manager.

If this Agreement is terminated prior to the end of any calendar month, the Sub-Advisory fee shall be prorated for
the portion of any month in which this Agreement is in effect according to the proportion which the number of
calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and
shall be payable within 10 days after the date of termination.

                                                        -2-
5. The services to be rendered by the Sub-Adviser to the Company under the provisions of this Agreement are
not to be deemed to be exclusive, and the Sub-Adviser 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;
provided, however, except for advisory arrangements implemented prior to the date of this Agreement, during the
term of this Agreement the Sub-Adviser will not, without the written consent of the Investment Manager, which
consent will not be unreasonably withheld, render such services to an investment company (or portfolio thereof)
which the Investment Manager reasonably determines would be in competition with and which has investment
policies similar to those of the Company.

6. Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, 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.

The Investment Manager agrees that it shall not use the Sub-Adviser's name or otherwise refer to the Sub-
Adviser in any materials distributed to third parties, including the Company's shareholders, without the prior
written consent of the Sub-Adviser.

7. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of
its duties as Sub-Adviser to the Company, the Sub-Adviser shall not be subject to liability to the Company, to
the Investment Manager 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.

8. (a) This Agreement shall be executed and become effective as of the date written below if approved by the
vote of a majority of the outstanding voting securities of the Company. It shall continue in effect for a period of
two years and may be renewed thereafter only so long as such renewal and continuance is specifically approved
at least annually by the Board of Directors or by the vote of a majority of the outstanding voting securities of the
Company 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.

                                                         -3-
(b) No amendment to this Agreement shall be effective 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 Company. Notwithstanding the foregoing, the Agreement may be amended without the approval of a majority
of the outstanding voting securities of the Company 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.

(c) This Agreement may be terminated by the Investment Manager or the Company at any time, without the
payment of a penalty, on sixty days' written notice to the Sub-Adviser, of the Investment Manager's or the
Company's intention to do so, in the case of the Company 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 Company. The Sub-
Adviser may terminate this Agreement at any time, without the payment of a penalty on sixty days' written notice
to the Investment Manager and the Company 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 Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof, prorated
to the date of termination. This Agreement shall automatically terminate in the event of its assignment. This
Agreement shall automatically terminate upon the termination of the Investment Management Agreement.

9. This Agreement shall extend to and bind the successors of the parties hereto.

10. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities";
"interested person"; and "assignment" shall have the meaning defined in the Investment Company Act of 1940.

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 INTERNATIONAL ADVISERS LTD.                       DELAWARE MANAGEMENT COMPANY,
                                                                     a series of Delaware
                                                                     Management Business Trust

          By: /s/David G. Tilles                                     By: /s/David K. Downes
             ------------------------------------                       ----------------------------
          Name: David G. Tilles                                      Name: David K. Downes
          Title: Managing Director & C.I.O.                          Title: President



          Attest: /s/John Emberson                                   Attest: /s/ David P. O'Connor
                 --------------------------------                           ------------------------




Agreed to and accepted as of the day and year first above written:

                                     DELAWARE GROUP GLOBAL
                                  DIVIDEND AND INCOME FUND, INC.

                                       By: /s/Wayne A. Stork
                                          ----------------------------

                                       Atest: /s/ David P. O'Connor
                                             -------------------------




                                                        -4-
                   REGISTRAR,
     TRANSFER AGENCY AND SERVICE AGREEMENT
                     between
DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND, INC.
                       and
      STATE STREET BANK AND TRUST COMPANY
                              TABLE OF CONTENTS


ARTICLE   1 TERMS OF APPOINTMENT; DUTIES OF THE BANK      1
ARTICLE   2 FEES AND EXPENSES                             3
ARTICLE   3 REPRESENTATIONS AND WARRANTIES OF THE BANK    3
ARTICLE   4 REPRESENTATIONS AND WARRANTIES OF THE FUND    4
ARTICLE   5 DATA ACCESS AND PROPRIETARY INFORMATION       5
ARTICLE   6 INDEMNIFICATION                               6
ARTICLE   7 STANDARD OF CARE                              8
ARTICLE   8 COVENANTS OF THE FUND AND THE BANK            8
ARTICLE   9 TERMINATION OF AGREEMENT                      9
ARTICLE   10 ASSIGNMENT                                   9
ARTICLE   11 AMENDMENT                                   10
ARTICLE   12 MASSACHUSETTS LAW TO APPLY                  10
ARTICLE   13 FORCE MAJEURE                               10
ARTICLE   14 CONSEQUENTIAL DAMAGES                       11
ARTICLE   15 MERGER OF AGREEMENT                         11
ARTICLE   16 SURVIVAL                                    11
ARTICLE   17 SEVERABILITY                                11
ARTICLE   18 COUNTERPARTS                                11
                 REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

This Transfer Agency and Stock Transfer Services Agreement (the "Agreement"), dated as of _____________,
is between Delaware Group Global Dividend & Income Fund, Inc., a Maryland corporation (the "Fund") and
State Street Bank and Trust Company, a national banking association (the "Bank").

WHEREAS, the Fund desires to appoint the Bank as its registrar, transfer agent, dividend disbursing agent and
agent in connection with certain other activities and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:

Article 1 Terms of Appointment; Duties of the Bank

1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the
Bank to act as, and the Bank agrees to act as, registrar, transfer agent for the Fund's authorized and issued
shares of its common stock ("Shares"), dividend disbursing agent and agent in connection with any dividend
reinvestment plan as set out in the prospectus of the Fund or in its periodic reports, as of the date of this
Agreement.

1.02 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by agreement between the Fund and the Bank,
the Bank shall:

(i) Issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate
Shareholder account
(ii) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation in
accordance with time periods set forth in applicable SEC Regulations;

(iii) Prepare and transmit payments for dividends and distributions declared by the Fund;

(iv) Act as agent for Shareholders pursuant to the dividend reinvestment and cash purchase plan as amended
from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and
the Bank in substantially the form attached as Exhibit A hereto;

(v) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt
by the Bank of indemnification satisfactory to the Bank and protecting the Bank and the Fund, and the Bank at its
option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and
without such indemnity.

(b) In addition to and neither in lieu nor in contravention of the services set forth in the above paragraph (a), the
Bank shall: (i) perform all of the customary services of a registrar, transfer agent, dividend disbursing agent and
agent of the dividend reinvestment and cash purchase plan as described in this Article 1 consistent with those
requirements in effect as of the date of this Agreement. The detailed definition, frequency, limitations and
associated costs (if any) set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, and mailing
Shareholder reports to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts
where applicable, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal authorities for all registered Shareholders.
(c) The Bank shall provide additional services on behalf of the Fund (i.e., escheatment services) which may be
agreed upon in writing between the Fund and the Bank.

Article 2 Fees and Expenses

2.01 For the performance by the Bank pursuant to this Agreement, the Fund agrees to pay the Bank an annual
maintenance fee as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and the Bank.

2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Bank for out-of-
pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the Bank at the express request or with the
express consent of the Fund, will be reimbursed by the Fund.

2.03 The Fund agrees to pay all fees and reimbursable expenses within thirty days following the receipt of the
respective billing notice. Postage and the cost of materials for mailing of dividends, proxies, Fund reports and
other mailings to all Shareholder accounts shall be advanced to the Bank by the Fund at least seven (7) days
prior to the mailing date of such materials.

Article 3 Representations and Warranties of the Bank

The Bank represents and warrants to the Fund that:

3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth
of Massachusetts.

3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts.

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3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this
Agreement.

3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this
Agreement.

3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.

3.06 It is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended and is qualified to act as a transfer agent and registrar under the rules of the New York Stock
Exchange, and will maintain such registration and qualification during the term of this Agreement.

Article 4 Representations and Warranties of the Fund

The Fund represents and warrants to the Bank that:

4.01 It is a corporation duly organized and existing and in good standing under the laws of Maryland.

4.02 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this
Agreement.

4.03 All corporate proceedings required by said Charter and By-Laws have been taken to authorize it to enter
into and perform this Agreement.

4.04 It is a closed-end, diversified management investment company registered under the Investment Company
Act of 1940, as amended.

4.05 To the extent required by federal securities laws, a registration statement under the Securities Act of 1933,
as amended, is currently effective and appropriate state securities law filings have been made with respect to all
Shares of the Fund being offered for sale; information to the contrary will result in immediate notification to the
Bank.

                                                         4
4.06 It has made all required filings under federal and state securities laws and shall make all additional required
filings.

                              Article 5 Data Access and Proprietary Information

5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats,
interactive design techniques, and other information furnished to the Fund by the Bank as part of the Fund's ability
to access certain Company related data ("Customer Data") maintained by the Bank on databases under the
control and ownership of the Bank or other third ("Data Access Services") constitute copyrighted, trade secret,
or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank or other
third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees that it shall
treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as expressly permitted hereunder. The Fund agrees
for itself and its employees and agents:

(a) to use such programs and databases (i) solely from equipment at the locations agreed to between the Fund
and the Bank and
(ii) in accordance with the Bank's applicable user documentation;

(b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on
the computers set forth in 5.01(a) above any part of any Proprietary Information;

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(c) to refrain from obtaining unauthorized access to any programs, data or other information not owned by the
Fund, and if such access is accidentally obtained, to respect and safeguard the same Proprietary Information;

(d) to refrain from causing or allowing information transmitted from the Bank's computer to the Funds' terminal to
be retransmitted to any other computer terminal or other device except as expressly permitted by the Bank, (such
permission not to be unreasonably withheld);

(e) that the Fund shall have access only to those authorized transactions as agreed to between the Fund and the
Bank; and

(f) to honor reasonable written requests made by the Bank to protect at the Bank's expense the rights of the
Bank in Proprietary Information at common law and under applicable statues.

5.02 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in
order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other
information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is undertaken in conformity with security
procedures established by the Bank from time to time.

5.03 The Bank agrees to indemnify defend and hold harmless the Fund and its directors, officers, shareowners,
employees and representatives from and against any and all losses, claims, damages, liabilities and expenses,
including reasonable attorney's fees and costs, arising out of any infringement or misappropriation of third party
intellectual property rights related to the STS system.

                                                           6
Article 6 Indemnification

6.01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of
or attributable to:

(a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and without negligence or willful misconduct.

(b) The Fund's negligence, willful misconduct, or lack of good faith which arise out of the breach of any
representation or warranty of the Fund hereunder.

(c) The reliance on or use by the Bank or its agents or subcontractors of information, records, documents or
services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Fund [or any other person or firm at the request of the Fund including but not
limited to any previous transfer agent registrar].

(d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests
of the Fund reasonably believed to be genuine and authorized.

(e) The offer or sale of Shares in violation of any federal or state securities laws requiring that such shares be
registered or in violation of any stop order or other determination or ruling by any federal or state agency with
respect to the offer or sale of such Shares; and

6.02 At any time the Bank may apply to any officer of the Fund for instructions, and may consult with legal
counsel with respect to any matter arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Fund
for any action taken or omitted by it in reasonable and good faith reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be

                                                          7
protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided the Bank or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and subcontractors shall also be protected and indemnified by the
Fund in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.

6.03 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a
claim for which the Fund may be required to indemnify the Bank, the Bank shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund
shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its
own name or in the name of the Bank. The Bank shall in no case confess any claim or make any settlement or
compromise in any case in which the Fund may be required to indemnify the Bank except with the Fund's prior
written consent.

Article 7 Standard of Care

7.01 The Bank shall at all times act in good faith and agrees to use its best efforts within reasonable limits to
insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful
misconduct for that of its employees.

Article 8 Covenants of the Fund and the Bank

8.01 The Fund shall promptly furnish to the Bank the following:

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(a) [A certified copy of the resolution of the Board of Directors of the Fund authorizing the appointment of the
Bank and the execution and delivery of this Agreement.]

(b) A copy of the Articles of Incorporation and By-Laws of the Fund and all amendments thereto.

8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the
Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for
the preparation or use, and for keeping account of, such certificates, forms and devices.

8.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as
it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank
relating to the services to be performed by the Bank hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered
promptly to the Fund on and in accordance with its request.

8.04 The Bank and the Fund agree that all books, records, information and data pertaining to the business of the
other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by
law.

8.05 In cases of any requests or demands for the inspection of the Shareholder records of the Fund other than
requests for records of shareholders pursuant to standard subpoenas from state or federal government authorities
(e.g., in divorce or criminal actions), in cases of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to secure instructions from an authorized
officer of the Fund as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.

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Article 9 Termination of Agreement

9.01 This Agreement may be terminated by either party upon [one hundred twenty (120)] days written notice to
the other.

9.02 Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of
records and material will be borne by the Fund. Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated with such termination.

Article 10 Assignment

10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted
successors and assigns.

10.03 The Bank may, without further consent on the part of the Fund, subcontract for the performance hereof
with (i) EquiServe Limited Partnership., a Delaware limited partnership ("EquiServe"), which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934 ("Section 17A(c)(2)") and
qualified to act as a transfer agent and registrar under NYSE rules, or (ii) EquiServe Trust Company, N.A. or (iii)
an EquiServe affiliate duly registered as a transfer agent pursuant to Section 17A(c)(2) and qualified to act as a
transfer agent and registrar under NYSE rules, provided, however, that in the case of either (i) or (ii), the Bank
shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts
and omissions.

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Article 11 Amendment

11.01 This Agreement may be amended or modified by a written agreement executed by both parties and
authorized or approved by a resolution of the Board of Directors of the Fund.

Article 12 Massachusetts Law to Apply

12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the
laws of The Commonwealth of Massachusetts.

Article 13 Force Majeure

13.01 In the event either party is unable to perform its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such
failure to perform or otherwise from such causes.

Article 14 Consequential Damages

14.01 Neither party to this Agreement shall be liable to the other party for consequential damages under any
provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder.

Article 15 Merger of Agreement

15.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior
agreement with respect to the subject hereof whether oral or written.

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Article 16 Survival

16.01 All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or
protection of proprietary rights and trade secrets shall survive the termination of this Agreement.

Article 17 Severability

17.01 If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Article 18 Counterparts

18.01 This Agreement may be executed by the parties hereto on any number of counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on
their behalf by and through their duly authorized officers, as of the day and year first above written.

                     DELAWARE GROUP GLOBAL DIVIDEND AND INCOME
                                     FUND, INC.

                                                 BY:

ATTEST:



                                  State Street Bank and Trust Company

                                                 BY:

Charles V. Rossi Vice President

ATTEST:
                                     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.

                                                         -7-
C. The preparation of expense and budget figures for each Company, including the maintenance of detailed
records 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.

                                                       -11-
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 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.

                                                     -13-
Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

                              DELAWARE SERVICE COMPANY, INC.

                               By: /s/David K. Downes
                                  -------------------------------------
                                  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.

                               By: /s/ Wayne A. Stork
                                  -------------------------------------
                                  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              )
                                                                        :   ss.
                                         COUNTY OF NEW YORK             )




On this 24th day of May, 1996, before me personally came Rosemary Stidmon, to me known, who being by me
duly sworn, did depose and say that she resides in New Providence, NJ at 31 Sagamore Drive; that she is a Vice
President of THE CHASE MANHATTAN BANK, (National Association), the corporation described in and
which executed the foregoing instrument; that she knows the seal of said corporation, that the seal affixed to said
instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation,
and that she signed her name thereto by like order.

Sworn to before me this 24th
day of May, 1996.

                                                    /s/ Laiyee Ng
                                                    -------------
                                                    Laiyee Ng
                                                    Notary




Schedule A
Delaware Pooled Trust, Inc. - Global Fixed Income Portfolio Delaware Pooled Trust, Inc. - International Equity
Portfolio Delaware Pooled Trust, Inc. - Labor Select International Equity Portfolio Delaware Pooled Trust, Inc. -
Real Estate Investment Trust Portfolio Delaware Pooled Trust, Inc. - High Yield Portfolio Delaware Pooled
Trust, Inc. - International Fixed Income Portfolio Delaware Pooled Trust, Inc. - Defensive Equity Utility Portfolio
Delaware Group Global & International Funds, Inc. - International Equity Fund Delaware Group Global &
International Funds, Inc. - Global Assets Fund Delaware Group Global & International Funds, Inc. - Global
Bond Fund Delaware Group Global & International Funds, Inc. - Emerging Markets Fund Delaware Group
Premium Fund, Inc. - International Equity Series Delaware Group Premium Fund, Inc. - Equity Income Series
Delaware Group Premium Fund, Inc. - High Yield Series Delaware Group Premium Fund, Inc. - Capital
Reserves Series Delaware Group Premium Fund, Inc. - Money Market Series Delaware Group Premium Fund,
Inc. - Growth Series Delaware Group Premium Fund, Inc. - Multiple Strategy Series Delaware Group Premium
Fund, Inc. - Value Series Delaware Group Premium Fund, Inc. - Emerging Growth Series Delaware Group
Premium Fund, Inc. - Global Bond Series Delaware Group Delchester High-Yield Bond Fund, Inc. Delaware
Group Delaware Fund, Inc. - Delaware Fund Delaware Group Delaware Fund, Inc. - Devon Fund Delaware
Group Value Fund, Inc.
Delaware Group DelCap Fund, Inc.
Delaware Group Dividend & Income Fund, Inc. Delaware Group Advisor Funds, Inc. - Enterprise Fund
Delaware Group Advisor Funds, Inc. - U.S. Growth Fund Delaware Group Advisor Funds, Inc. - World
Growth Fund Delaware Group Advisor Funds, Inc. - New Pacific Fund Delaware Group Advisor Funds, Inc. -
Federal Bond Fund Delaware Group Advisor Funds, Inc. - Corporate Income Fund

March, 1996 Schedule B

                                   SUB-CUSTODIANS EMPLOYED BY

              THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY

        COUNTRY           SUB-CUSTODIAN                            CORRESPONDENT BANK


        ARGENTINA The Chase Manhattan Bank, N.A.                   The Chase Manhattan Bank, N.A.
                  Arenales 707, 5th Floor                          Buenos Aires
                  De Mayo 130/140
                  1061Buenos Aires
                  ARGENTINA

        AUSTRALIA The Chase Manhattan Bank                         The Chase Manhattan Bank
                  Australia Limited                                Australia Limited
                  36th Floor                                       Sydney
                  World Trade Centre
                  Jamison Street
                  Sydney
                  New South Wales 2000
                  AUSTRALIA

        AUSTRIA     Creditanstalt - Bankverein                     Credit Lyonnais
                    Schottengasse 6                                Vienna
                    A - 1011, Vienna
                    AUSTRIA

        BANGLADESH Standard Chartered Bank                          Standard Chartered Bank
                  18-20 Motijheel C.A.                              Dhaka
                  Box 536,
                  Dhaka-1000
                  BANGLADESH

        BELGIUM     Generale Bank                                   Credit Lyonnais Bank
                    3 Montagne Du Parc                              Brussels
                    1000 Bruxelles
                    BELGIUM

        BOTSWANA    Barclays Bank of Botswana Limited               Barclays Bank of Botswana
                    Barclays House                                  Gaborone
                    Khama Crescent
                    Gaborone
                    BOTSWANA
BRAZIL     Banco Chase Manhattan, S.A.             Banco Chase Manhattan S.A.
           Chase Manhattan Center                  Sao Paulo
           Rua Verbo Divino, 1400
           Sao Paulo, SP 04719-002
           BRAZIL

CANADA     The Royal Bank of Canada                Royal Bank of Canada
           Royal Bank Plaza                        Toronto
           Toronto
           Ontario   M5J 2J5
           CANADA

           Canada Trust                            Royal Bank of Canada
           Canada Trust Tower                      Toronto
           BCE Place
           161 Bay at Front
           Toronto
           Ontario M5J 2T2
           CANADA

CHILE      The Chase Manhattan Bank, N.A.          The Chase Manhattan Bank, N.A.
           Agustinas 1235                          Santiago
           Casilla 9192
           Santiago
           CHILE

COLOMBIA    Cititrust Colombia S.A.                 Cititrust Colombia S.A.
            Sociedad Fiduciaria                     Sociedad Fiduciaria
            Carrera 9a No 99-02                     Santafe de Bogota
            Santafe de Bogota, DC
            COLOMBIA

CZECH REPUBLIC
         Ceskoslovenska Obchodni Banka, A.S.       Komercni Banka, A.S.,
         Na Prikope 14                             Praha
         115 20 Praha 1
         CZECH REPUBLIC

DENMARK    Den Danske Bank                         Den Danske Bank
           2 Holmens Kanala DK 1091                Copenhagen
           Copenhagen
           DENMARK

EGYPT      National Bank of Egypt                  National Bank of Egypt
           24 Sherif Street                        Cairo
           Cairo
           EGYPT

EUROBONDS Cedel S.A.                               ECU:Lloyds Bank PLC
          67 Boulevard Grande Duchesse Charlotte   International Banking Division
          LUXEMBOURG                               London
          A/c The Chase Manhattan Bank, N.A.       For all other currencies: see
          London                                   relevant country
          A/c No. 17817

EURO CDS    First Chicago Clearing Centre           ECU:Lloyds Bank PLC
            27 Leadenhall Street                    Banking Division London
            London EC3A 1AA                         For all other currencies: see
            UNITED KINGDOM                          relevant country

FINLAND     Merita Bank KOP                         Merita Bank KOP
            Aleksis Kiven 3-5                       Helsinki
            00500 Helsinki
            FINLAND

FRANCE     Banque Paribas                          Societe Generale
           Ref 256                                 Paris
           BP 141
           3, Rue D'Antin
           75078 Paris
           Cedex 02
           FRANCE

GERMANY     Chase Bank A.G.                        Chase Bank A.G.
            Alexanderstrasse 59                    Frankfurt
          Postfach 90 01 09
          60441 Frankfurt/Main
          GERMANY

GHANA     Barclays Bank of Ghana                  Barclays Bank
          Barclays House                          Accra
          High Street
          Accra
          GHANA

GREECE    Barclays Bank Plc                       National Bank of Greece S.A.
          1 Kolokotroni Street                    Athens
          10562 Athens                            A/c Chase Manhattan Bank, N.A.,
          GREECE                                  London
                                                  A/c No. 040/7/921578-68

HONG KONG The Chase Manhattan Bank, N.A.         The Chase Manhattan Bank, N.A.
          40/F One Exchange Square               Hong Kong
          8, Connaught Place
          Central, Hong Kong
          HONG KONG

HUNGARY   Citibank Budapest Rt.                  Citibank Budapest Rt.
          Vaci Utca 19-21                        Budapest
          1052 Budapest V
          HUNGARY

INDIA     The Hongkong and Shanghai              The Hongkong and Shanghai
          Banking Corporation Limited            Banking Corporation Limited
          52/60 Mahatma Gandhi Road              Bombay
          Bombay 400 001
          INDIA

          Deutsche Bank AG, Bombay Branch        Deutsche Bank
          Securities & Custody Services          Bombay
          Kodak House
          222 D.N. Road, Fort
          Bombay 400 001
          INDIA

INDONESIA The Hongkong and Shanghai              The Chase Manhattan Bank, N.A.
          Banking Corporation Limited            Jakarta
          World Trade Center
          J1. Jend Sudirman Kav. 29-31
          Jakarta 10023
          INDONESIA

IRELAND   Bank of Ireland                         Allied Irish Bank
          International Financial Services Centre Dublin
          1 Harbourmaster Place
          Dublin 1
          IRELAND

ISRAEL    Bank Leumi Le-Israel B.M.              Bank Leumi Le-Israel B.M.
          19 Herzl Street                        Tel Aviv
          61000 Tel Aviv
          ISRAEL

ITALY     The Chase Manhattan Bank, N.A.         The Chase Manhattan Bank, N.A.
          Piazza Meda 1                          Milan
          20121 Milan
          ITALY

JAPAN     The Chase Manhattan Bank, N.A.         The Chase Manhattan Bank, N.A.
          1-3 Marunouchi 1-Chome                 Tokyo
          Chiyoda-Ku
          Tokyo 100
          JAPAN

JORDAN    Arab Bank Limited                      Arab Bank Limited
          P O Box 950544-5                       Amman
          Amman
          Shmeisani
          JORDAN
KENYA      Barclays Bank of Kenya              Barclays Bank of Kenya
           Third Floor                         Nairobi
           Queensway House
           Nairobi
           Kenya

LUXEMBOURG
          Banque Generale du Luxembourg S.A.   Banque Generale du Luxembourg
          50 Avenue J.F. Kennedy               S.A.
          L-2951 LUXEMBOURG                    Luxembourg

MALAYSIA   The Chase Manhattan Bank, N.A.      The Chase Manhattan Bank, N.A.
           Pernas International                Kuala Lumpur
           Jalan Sultan Ismail
           50250, Kuala Lumpur
           MALAYSIA

MAURITIUS Hongkong and Shanghai Banking        The Hongkong and Shanghai Banking
          Corporation Ltd                      Corporation Ltd.
          Curepipe Road                        Curepipe
          Curepipe
          MAURITIUS

MEXICO    The Chase Manhattan Bank, S.A.        No correspondent Bank
(Equities)Montes Urales no. 470, 4th Floor
          Col. Lomas de Chapultepec
          11000 Mexico D.F.

(Government Banco Nacional de Mexico,           No correspondent Bank
Bonds)      Avenida Juarez No. 104 - 11 Piso
            06040 Mexico D.F.
            MEXICO

MOROCCO    Banque Commerciale du Maroc          Banque Commerciale du Maroc
           2 Boulevard Moulay Youssef           Casablanca
           Casablanca 20000
           MOROCCO

NETHERLANDS
          ABN AMRO N.V.                         Generale Bank
          Securities Centre                     Nederland N.V.
          P O Box 3200                          Rotterdam
          4800 De Breda
          NETHERLANDS

NEW ZEALAND
          National Nominees Limited             National Bank of New Zealand
          Level 2 BNZ Tower                     Wellington
          125 Queen Street
          Auckland
          NEW ZEALAND

NORWAY     Den Norske Bank                     Den Norske Bank
           Kirkegaten 21                       Oslo
           Oslo 1
           NORWAY

PAKISTAN   Citibank N.A.                        Citibank N.A.
           I.I. Chundrigar Road                 Karachi
           AWT Plaza
           Karachi
           PAKISTAN

           Deutsche Bank                        Deutsche Bank
           Unitowers                            Karachi
           I.I. Chundrigar Road
           Karachi
           PAKISTAN

PERU       Citibank, N.A.                      Citibank N.A.
           Camino Real 457                     Lima
           CC Torre Real - 5th Floor
           San Isidro, Lima 27
           PERU
PHILIPPINES
          The Hongkong and Shanghai              The Hongkong and Shanghai
          Banking Corporation Limited            Banking Corporation Limited
          Hong Kong Bank Centre 3/F              Manila
          San Miguel Avenue
          Ortigas Commercial Centre
          Pasig Metro Manila
          PHILIPPINES

POLAND     Bank Polska Kasa Opieki S.A.           Bank Polska Kasa Opieki S.A.
           Curtis Plaza                           Warsaw
           Woloska 18
           02-675 Warsaw
           POLAND
           For Mutual Funds:
           Bank Handlowy W. Warsawie. S.A.       Bank Polska Kasa Opieki S.A.
           Custody Dept.                         Warsaw
           Capital Markets Centre
           Ul, Nowy Swiat 6/12
           00-920 Warsaw
           POLAND

PORTUGAL   Banco Espirito Santo & Comercial     Banco Nacional Ultra Marino
           de Lisboa                            Lisbon
           Servico de Gestaode Titulos
           R. Mouzinho da Silveira, 36 r/c
           1200 Lisbon
           PORTUGAL

SHANGHAI   The Hongkong and Shanghai             Citibank
(CHINA)    Banking Corporation Limited           New York
           Shanghai Branch
           Corporate Banking Centre
           Unit 504, 5/F Shanghai Centre
           1376 Nanjing Xi Lu
           Shanghai
           THE PEOPLE'S REPUBLIC OF CHINA

SHENZHEN   The Hongkong and Shanghai            The Chase Manhattan Bank, N.A.
(CHINA)    Banking Corporation Limited          Hong Kong
           1st Floor
           Central Plaza Hotel
           No.1 Chun Feng Lu
           Shenzhen
           THE PEOPLE'S REPUBLIC OF CHINA

SINGAPORE The Chase Manhattan Bank, N.A.        The Chase Manhattan Bank, N.A.
          Shell Tower                           Singapore
          50 Raffles Place
          Singapore 0104
          SINGAPORE

SLOVAK REPUBLIC
          Ceskoslovenska Obchodni Banka, A.S.   Ceskoslovenska Obchodni Banka
          Michalska 18                          Slovak Republic
          815 63 Bratislava
          SLOVAK REPUBLIC

SOUTH AFRICA
          Standard Bank of South Africa         Standard Bank of South Africa
          Standard Bank Chambers                South Africa
          46 Marshall Street
          Johannesburg 2001
          SOUTH AFRICA

SOUTH KOREA
          The Hongkong & Shanghai               The Hongkong & Shanghai
          Banking Corporation Limited           Banking Corporation Limited
          6/F Kyobo Building                    Seoul
          #1 Chongro, 1-ka Chongro-Ku,
          Seoul
          SOUTH KOREA

SPAIN      The Chase Manhattan Bank, N.A.       Banco Bilbao Vizcaya,
           Calle Peonias 2                      Madrid
           7th Floor
           La Piovera
           28042 Madrid
           SPAIN

SRI LANKA The Hongkong & Shanghai               The Hongkong & Shangai
          Banking Corporation Limited           Banking Corporation Limited
          Unit #02-02 West Block,               Colombo
          World Trade Center
          Colombo 1,
          SRI LANKA

SWEDEN     Skandinaviska Enskilda Banken        Svenska Handelsbanken
           Kungstradgardsgatan 8                Stockholm
           Stockholm S-106 40
           SWEDEN

SWITZERLAND
          Union Bank of Switzerland             Union Bank of Switzerland
          45 Bahnhofstrasse                     Zurich
          8021 Zurich
          SWITZERLAND

TAIWAN     The Chase Manhattan Bank, N.A.       No correspondent Bank
           115 Min Sheng East Road - Sec 3,
           9th Floor
           Taipei
           TAIWAN
           Republic of China

THAILAND   The Chase Manhattan Bank, N.A.       The Chase Manhattan Bank, N.A.
           Bubhajit Building                    Bangkok
           20 North Sathorn Road
           Silom, Bangrak
           Bangkok 10500
           THAILAND

TUNISIA    Banque Internationale Arabe de Tunisie Banque Internationale Arabe de
           70-72 Avenue Habib Bourguiba           Tunisie, Tunisia
           P.O. Box 520
           1080 Tunis Cedex
           Tunisia

TURKEY     The Chase Manhattan Bank, N.A.        The Chase Manhattan Bank, N.A.
           Emirhan Cad. No: 145                  Istanbul
           Atakule, A Blok Kat:11
           80700-Dikilitas/Besiktas
           Istanbul
           Turkey

U.K.       The Chase Manhattan Bank, N.A.         The Chase Manhattan Bank, N.A.
           Woolgate House                         London
           Coleman Street
           London   EC2P 2HD
           UNITED KINGDOM

URUGUAY    The First National Bank of Boston      The First National Bank of Boston
           Zabala 1463                            Montevideo
           Montevideo
           URUGUAY

U.S.A.     The Chase Manhattan Bank, N.A.         The Chase Manhattan Bank, N.A.
           1 Chase Manhattan Plaza                New York
           New York
           NY 10081
           U.S.A.

VENEZUELA Citibank N.A.                           Citibank N.A.
          Carmelitas a Altagracia                 Caracas
          Edificio Citibank
          Caracas 1010
          VENEZUELA

ZAMBIA     Barclays Bank of Zambia                Barclays Bank of Zambia
           Kafue House                            Lusaka
           Cairo Road
           P.O.Box 31936
           Lusaka
           ZAMBIA

ZIMBABWE   Barclays Bank of Zimbabwe             Barclays Bank of Zimbabwe
           Ground Floor                          Harare
           Tanganyika House
           Corner of 3rd Street & Union Avenue
           Harare
           ZIMBABWE
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 non-
compulsory 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                            THE CHASE MANHATTAN BANK

                 By: /s/ Michael P. Bishof                         By: /s/ Rosemary M. Stidmon

                 Name: Michael P. Bishof                           Name: Rosemary M. Stidmon

                 Title: Senior Vice President/                     Title: Vice President
                        Treasurer

                 Date: Nov. 20, 1997                               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

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

Australia   Austraclear Ltd.                    Corporate Debt, Money
                                                Market & Semi-Government
Debt

            CHESS                               Equity
            (Clearing House Electronic Sub-
            register System)

            RITS                                Government Debt
            (Reserve Bank Information and
            Transfer System)

Austria     Oesterreichische Kontrolbank AG     Equity, Corporate +
                                                Government Debt

Belgium     CIK                                 Equity + Corporate
            (Caisse Interprofessionnelle de     Debt
            Depots et de Virements de Titres)

            Banque Nationale de Belgique        Treasury Bills +
                                                Government Debt

Brazil      BOVESPA                             Equity
            (Bolsa de Valores de Sao Paolo)

            BVRJ                                Equity
            (Bolsa de Valores de Rio de
            Janeiro)
Canada       CDS                                Equity, Corporate +
             (Canadian Depository for           Government Debt
             Securities)

China,       SSCCRC                             Equity
Shanghai     (Shanghai Securities Central
             Clearing and Registration Corp.)

China,       SSCC                               Equity
Shenzhen     (Shenzhen Securities
             Registration Co., Ltd.)

Czech        SCP                                Equity + Long-Term
Republic     (Securities Center)                Government Debt

             TKD                                Treasury Bills +
             (Trh Kratkododich Dlluhopisu or    Money Market
             Short-Term Bond Market)

Denmark      VP                                 Equity, Corporate +
             (Vaerdipapircentralen)             Government Debt

Egypt        Misr Clearing & Sec. Dep.          Equity

Estonia      EVK                                Equity
             (Estonian Central Depository for
             Securities Ltd.)

Euromarket   Cedel & Euroclear                  Euro-Debt

Finland      CSR                                Equity + Government
             (Central Share Registry Finland)   Debt

             Helsinki Money Market Center       Money Market
             Ltd.

France       SICOVAM                            Equity + Corporate
             (Banque de France)                 Debt.


France       SATURNE                            Government Debt.
             (Banque de France)

Germany      DKV                                Equity, Corporate +
             (Deutscher Kassenverein)           Government Debt

Greece       Apothetirio Titlon A.E.            Equity

             Bank of Greece                     Government Debt
Hong Kong     CCASS                             Equity
              (Central Clearing and
              Settlement System)

              CMU                               Corporate +
              (Central Moneymarkets Unit)       Government Debt

Hungary       Keler Ltd.                        Equity + Government
                                                Debt

Ireland       CREST                             Equity

              GSO                               Government Debt
              (Gilt Settlement Office)

Israel        TASE Clearing House               Equity, Corporate +
              (Tel Aviv Stock Exchange          Government Debt
              Clearing House)

Italy         Monte Titoli                      Equity + Corporate Debt

              Bank of Italy                     Government Debt

Japan         Bank of Japan                     Registered Government
                                                Debt

Latvia        LCD                               Equity + Government
              (Latvian Central Depository)      Debt

Lebanon       Midclear                          Equity
              (Custodian and Clearing Center
              of Lebanon and the Middle East)

Luxembourg    Cedel                             Equity

Malaysia      MCD                               Equity
              (Malaysian Central Depository
              Snd Bhd)

Mauritius     CDS                               Equity
              (Central Depository System)

Mexico        Indeval                           Equity, Corporate +
              (Institucion para el Deposito     Government Debt.
              de Valores)

Morocco       Maroclear                         Equity + Corporate Debt

              Bank Al'Maghrib                   Government Debt

Netherlands   NECIGEF/KAS Associate NV          Equity, Corp. + Govt. D

              De Nederlandsche Bank N.V.        Money Market

Netherlands   NIEC                              Premium Bonds
              (Nederlands Interpforessioneel
              Effectencentrum B.V.)
New Zealand   Austraclear New Zealand           Equity, Corporate +
                                                Government Debt

Norway        VPS                               Equity, Corporate +
              (Verdipapirsentralen)             Government Debt

Oman          NONE

Pakistan      CDC                               Equity
              (Central Depository Company of
              Pakistan Ltd.)

Peru          CAVALI                            Equity
              (Caja de Valores)

Philippines   PCD                               Equity
              (Philippine Central Depository)

Poland        NDS                               Equity, Long-Term
              (National Securities              Government Debt +
              Depository)                       Vouchers

              CRT                               Treasury-Bills
              (Central Registry of Treasury-
              Bills)

Portugal      Interbolsa                        Equity, Corporate +
                                                Government Debt

Romania       SNCDD - RASDAQ                    Equity
              (National Company for Clearing,
              Settlement and Depository for
              Securities)

              Budapest Stock Exchange           Equity
              Registry

              National Bank of Romania          Treasury-Bills

Russia        MICEX                             GKO's
              (Moscow Interbank Currency        (Gosudarstvennye
              Exchange)                         Kratkosrochnye
                                                Obyazatelstva [T-
                                                Bills])

                                                OFZ's
                                                (Obligatsyi
                                                Federalnogo Zaima
                                                [Federal Loan Bonds])s

Singapore     CDP                               Equity + Corporate
              (Central Depository Pte. Ltd.)    Debt and Malaysian
                                                equities traded on CLOB
              Monetary Authority of Singapore   Government Debt

Slovak        SCP                               Equity + Government
Republic      (Stredisko Cennych Papiru)        Debt

              National Bank of Slovakia         Treasury-Bills

So. Africa    CD                                Corporate + Government
              (Central Depository)              Debt

So. Korea     KSD                               Equity, Corporate +
                                                Government Debt

Spain         SCLV                              Equity + Corporate
              (Servicio de Compensacion y       Debt.
              Liquidacion de Valores)

              CBEO                              Government Debt
              (Central Book Entry Office)

Sri Lanka     CDS                               Equity
              (Central Depository System
              (Private) Ltd.)

Sweden        VPC                               Equity, Corporate +
              (Vardepapperscentralen AB)        Government Debt

Switzerland   SEGA                              Equity, Corporate +
              (Schweizerische Effekten-Giro     Government Debt
              AG)

Taiwan        TSCD                              Equity + Government
              (Taiwan Securities Central        Debt
              Depository Co., Ltd.)

Thailand      TSDC                              Equity, Corporate +
              (Thailand Securities Depository   Government Debt
              Company Ltd.)

Tunisia       STICODEVAM                        Equity
              (Societe Tunisienne
              Interprofessionnelle pour la
              Compensation et le Depot des
              Valeurs Mobilieres)

              Ministry of Finance               Government Debt
                                                tradable on the stock
                                                exchange (BTNBs)

              Central Bank of Tunisia           Government Debt not
                                                tradable on the stock
                                                exchange (BTCs)
Turkey    Takas Bank                        Equity + Corporate
                                            Debt

          Central Bank of Turkey            Government Debt

United    CREST                             Equity + Corp. Debt
Kingdom
          CMO                               Sterling CDs & CP
          (Central Moneymarket Office)

          CGO                               Gilts
          (Central Gilts Office)

United    DTC                               Equity + Corporate
States    (Depository Trust Company)        Debt

          PTC                               Mortgage Back Debt
          (Participants Trust Company)

          Fed Book-Entry                    Government Debt.

Zambia    LuSE                              Equity + Government
          (LuSE Central Shares Depository   Debt
          Ltd.)
                                                   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.
                                            As of August 24, 1998

VIA UPS OVERNIGHT

The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, New York 11245

Attention: Global Custody Division

Re: Global Custody Agreement, Effective May 1, 1996 between The Chase Manhattan Bank and those
registered investment companies (and on behalf of certain series thereof), listed on Schedule A attached thereto

                                                 ("Agreement")


Ladies and Gentlemen:

Pursuant to the provisions of Section 1 of the Agreement, the undersigned (each, a "Fund"), hereby severally
appoints The Chase Manhattan Bank to provide custodial services to such Fund under and in accordance with
the terms of the Agreement and accordingly, requests that such Fund be added to Schedule A to the Agreement
effective August 24, 1998. Kindly acknowledge your agreement to provide such services and to add these Funds
to Schedule A by signing in the space provided below.

                              DELAWARE GROUP CASH RESERVE, INC.

                               By: /s/ David K. Downes
                                  -----------------------------------------
                                       David K. Downes
                                       Its: Executive Vice President
                                            Chief Operating Officer
                                            Chief Financial Officer




                        DELAWARE GROUP TAX-FREE MONEY FUND, INC.

                               By: /s/ David Downes
                                  -----------------------------------------
                                       David K. Downes
                                       Its: Executive Vice President
                                            Chief Operating Officer
                                            Chief Financial Officer




                      DELAWARE GROUP GLOBAL DIVIDEND AND INCOME
                                      FUND, INC.

                               By: /s/ David Downes
                                  -----------------------------------------
                                       David K. Downes
                                       Its: Executive Vice President
                                            Chief Operating Officer
                                            Chief Financial Officer




AGREED:

THE CHASE MANHATTAN BANK

                                     By: /s/Rosemary M. Stidmon
       -----------------------------
        Vice President




Its: