Exhibit No. EX-99(9)(a)
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
DEFINITIONS..................................................................2
ARTICLE I - CUSTODY PROVISIONS...............................................4
1. Appointment of Custodian................................................4
2. Custody of Cash and Securities..........................................4
3. Settlement of Series Transactions.......................................9
4. Lending of Securities..................................................10
5. Persons Having Access to Assets of the Series..........................10
6. Standard of Care; Scope of Custodial Responsibilities..................11
7. Appointment of Subcustodians...........................................12
8. Overdraft Facility and Security for Payment............................13
9. Tax Obligations........................................................13
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES...............................15
1. Delegation.............................................................15
2. Changes to Appendix C..................................................15
3. Reports to Board.......................................................15
4. Monitoring System......................................................15
5. Standard of Care.......................................................15
6. Use of Securities Depositories.........................................15
ARTICLE III - INFORMATION SERVICES..........................................16
1. Risk Analysis..........................................................16
2. Monitoring of Securities Depositories..................................16
3. Use of Agents..........................................................16
4. Exercise of Reasonable Care............................................16
5. Liabilities and Warranties.............................................16
ARTICLE IV - GENERAL PROVISIONS.............................................17
1. Compensation...........................................................17
2. Insolvency of Foreign Custodians.......................................18
3. Liability for Depositories.............................................18
4. Damages................................................................18
5. Indemnification; Liability of the Series...............................18
6. Force Majeure..........................................................19
7. Termination............................................................19
8. Inspection of Books and Records........................................20
9. Miscellaneous..........................................................20
APPENDIX A - Authorized Persons.............................................23
APPENDIX B - Fund Officers..................................................24
APPENDIX C - Selected Countries.............................................26
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AMENDED AND RESTATED
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
This AGREEMENT is effective as of May 16, 2002, and is between Delaware
Investments Family of Funds, registered investment companies listed on Appendix
D hereto (each a "Fund") on behalf of certain of their respective series as
listed on Appendix D (individually and collectively the "Series") and MELLON
BANK, N.A., (the "Custodian") a national banking association with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian desire to amend and restate the
terms of their existing Custody Agreement effective November 1, 2000 and to
continue the Custody Agreement in the manner described below;
WHEREAS, the Funds are authorized to issue shares in separate series
with each such series representing interests in a separate portfolio of
securities and other assets, and the Funds have made the Series listed on
Appendix D subject to this Agreement (each such series, together with all other
series subsequently established by the Funds and made subject to the Agreement
in accordance with terms hereof, shall be referred to as a "Series" and
collectively as the "Series");
WHEREAS, the Funds and the Custodian desire to set forth their agreement
with respect to the custody of the Series' Securities and cash and the
processing of Securities transactions;
WHEREAS, the Board desires to delegate certain of its responsibilities
for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of
Rule 17f-5 to the Custodian as a Foreign Custody Manager; and
WHEREAS, the Custodian agrees to accept such delegation with respect to
Assets, including those held by Foreign Custodians in the Selected Countries as
set forth in jurisdictions listed on Appendix C as set forth in Article II;
WHEREAS, the Custodian agrees to perform the function of a Primary
Custodian under Rule 17f-7;
NOW THEREFORE, the Funds and the Custodian agree as follows:
DEFINITIONS
The following words and phrases, unless the context requires otherwise, shall
have the following meanings:
1. "ACT": the Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to time.
2. "AGREEMENT": this agreement and any amendments.
3. "ASSETS": any of the Series' investments, including foreign
currencies and investments for which the primary market is
outside the United States, and such cash and cash equivalents
as are reasonably necessary to effect the Series' transactions
in such investments.
4. "AUTHORIZED PERSON": the Chairman of each Fund's Board, its
President, and any Executive Vice President, Senior Vice
President, Vice President, Secretary, Treasurer, Assistant
Secretary, Assistant Treasurer, Controller or Assistant Vice
President or any other person, whether or not any such person
is an officer or employee of a Fund, duly authorized by the
Board to add or delete jurisdictions pursuant to Article II and
to give Instructions on behalf of a Series which is listed in
the Certificate annexed hereto as Appendix A or such other
Certificate as may be received by the Custodian from time to
time.
5. "BOARD": the Board of Directors (or the body authorized to
exercise authority similar to that of the board of directors of
a corporation) of each Fund.
6. "BOOK-ENTRY SYSTEM": the Federal Reserve/Treasury book-entry
system for United States and federal agency Securities, its
successor or successors and its nominee or nominees.
7. "BUSINESS DAY": any day on which the Series, the Custodian, the
Book-Entry System and appropriate clearing corporation(s) are
open for business.
8. "CERTIFICATE": any notice, instruction or other instrument in
writing, authorized or required by this Agreement to be given
to the Custodian, which is actually received by the Custodian
and signed on behalf of a Series by an Authorized Person or
Persons designated by the Board to issue a Certificate.
9. "ELIGIBLE SECURITIES DEPOSITORY": the meaning of the term set
forth in Rule 17f-7(b)(1).
10. "FOREIGN CUSTODIAN": (a) 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 the
country's government or an agency of the country's government;
(b) a majority-owned direct or indirect subsidiary of a U.S.
Bank or bank-holding company; or (c) any entity other than a
Securities Depository with respect to which exemptive or
no-action relief has been granted by the Securities and
Exchange Commission. For the avoidance of doubt, the term
"Foreign Custodian" shall not include Euroclear, Clearstream,
Bank One or any other transnational system for the central
handling of securities or equivalent book-entries regardless
of whether or not such entities or their service providers are
acting in a custodial capacity with respect to Assets,
Securities or other property of the Series.
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11. "INSTRUCTIONS": directions and instructions to the Custodian
from an Authorized Person in writing by facsimile or electronic
transmission subject to the Custodian's practices or any other
method specifically agreed upon, provided that the Custodian
may, in its discretion, accept oral directions and instructions
from an individual it reasonably believes to be an Authorized
Person and may require confirmation in writing.
12. "PRIMARY CUSTODIAN": the meaning set forth in Rule 17f-7(b)(2).
13. "PROSPECTUS": the Series' current prospectus and statement of
additional information relating to the registration of the
Series' Shares under the Securities Act of 1933, as amended.
14. "RISK ANALYSIS": the analysis required under Rule
17f-7(a)(1)(i)(A).
15. "RULES 17F-4, 17F-5 AND 17F-7": such Rules as promulgated under
Section 17(f) of the Act, as such rules (and any successor
rules or regulations) may be amended from time to time.
16. "SECURITY" or "SECURITIES": bonds, debentures, notes, stocks,
shares, evidences of indebtedness, and other securities,
commodities, interests and investments from time to time owned
by the Series.
17. "SECURITIES DEPOSITORY": a system for the central handling of
securities as defined in Rule 17f-4.
18. "SELECTED COUNTRIES": the jurisdictions listed on Appendix C as
such may be amended from time to time in accordance with
Article II.
19. "SHARES": shares of the Series, however designated.
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ARTICLE I
CUSTODY PROVISIONS
1. APPOINTMENT OF CUSTODIAN. The Board appoints, and the Custodian accepts
appointment as custodian of all the Securities and monies at the time owned by
or in the possession of the Series during the period of this Agreement.
2. CUSTODY OF CASH AND SECURITIES.
(a) Receipt and Holding of Assets. The Series will deliver or cause to be
delivered to the Custodian all Securities and monies owned by it at any
time during the period of this Agreement. The Custodian will not be
responsible for such Securities and monies until actually received. The
Board specifically authorizes the Custodian to hold Securities, Assets or
other property of the Series with any domestic subcustodian, or
Securities Depository, and Foreign Custodians or Eligible Securities
Depositories in the Selected Countries as provided in Article II.
Securities and monies of the Series deposited in a Securities Depository
or Eligible Securities Depositories will be reflected in an account or
accounts which include only assets held by the Custodian or a Foreign
Custodian for its customers.
(b) Disbursements of Cash and Delivery of Securities. The Custodian shall
disburse cash or deliver out Securities only for the purposes listed
below. Instructions must specify or evidence the purpose for which any
transaction is to be made and the Series shall be solely responsible to
assure that Instructions are in accord with any limitations or
restrictions applicable to the Series.
(1) In payment for Securities purchased for the applicable Series;
(2) In payment of dividends or distributions with respect to Shares;
(3) In payment for Shares which have been redeemed by the applicable
Series;
(4) In payment of taxes;
(5) When Securities are sold, called, redeemed, retired, or otherwise
become payable;
(6) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment;
(7) Upon conversion of Securities pursuant to their terms into other
securities;
(8) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
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(9) For the payment of interest, management or supervisory fees,
distributions or operating expenses;
(10) In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the applicable Series;
(11) In connection with any borrowings by the applicable Series or short
sales of securities requiring a pledge of Securities, but only
against receipt of amounts borrowed;
(12) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any
restrictions applicable to the Series;
(13) For the purpose of redeeming Shares of the capital stock of the
applicable Series and the delivery to, or the crediting to the
account of, the Custodian or the applicable Series' transfer agent,
such Shares to be purchased or redeemed;
(14) For the purpose of redeeming in kind Shares of the applicable Series
against delivery to the Custodian, its Subcustodian or the Series'
transfer agent of such shares to be so redeemed;
(15) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934 (the "Exchange Act") and a
member of The National Association of Securities Dealers, Inc.
("NASD"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Fund. The Custodian will act only in accordance with Instructions in
the delivery of Securities to be held in escrow and will have no
responsibility or liability for any such Securities which are not
returned promptly when due other than to make proper requests for
such return;
(16) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related
transactions;
(17) Upon the termination of this Agreement; and
(18) For other proper purposes as may be specified in Instructions issued
by an officer of the Fund which shall include a statement of the
purpose for which the delivery or payment is to be made, the amount
of the payment or specific Securities to be delivered, the name of
the person or persons to whom delivery or payment is to be made, and
a Certificate stating that the purpose is a proper purpose under the
instruments governing the Fund.
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(c) Actions Which May be Taken Without Instructions. Unless an Instruction to
the contrary is received, the Custodian shall:
(1) Collect all income due or payable, provided that the Custodian shall
not be responsible for the failure to receive payment of (or late
payment of) distributions or other payments with respect to
Securities or other property held in the account;
(2) Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Series for monitoring
or ascertaining any call, redemption or retirement dates with
respect to put bonds or similar instruments which are owned by the
Series and held by the Custodian or its nominees where such dates
are not published in sources routinely used by the Custodian. Nor
shall the Custodian have any responsibility or liability to the
Series for any loss by the Fund for any missed payments or other
defaults resulting therefrom, unless the Custodian received timely
notification from the Series specifying the time, place and manner
for the presentment of any such put bond owned by the Series and
held by the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability for the accuracy or
completeness of any notification the Custodian may furnish to the
Series with respect to put bonds or similar instruments, but shall
provide the Series with such information as may be received;
(3) Surrender Securities in temporary form for definitive Securities;
(4) Hold directly, or through a Securities Depository with respect to
Securities therein deposited, for the account of the applicable
Series all rights and similar Securities issued with respect to any
Securities held by the Custodian hereunder for that Series;
(5) Submit or cause to be submitted to the applicable Series or its
investment advisor as designated by the Fund information actually
received by the Custodian regarding ownership rights pertaining to
property held for the applicable Series;
(6) Deliver or cause to be delivered any Securities held for the
applicable Series in exchange for other Securities or cash issued or
paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(7) Deliver or cause to be delivered any Securities held for the
applicable Series to any protective committee, reorganization
committee or other person in connection with the reorganization,
refinancing, merger, consolidation or recapitalization or sale of
assets of any corporation, and receive and hold under the terms of
this Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to evidence
such delivery;
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(8) Make or cause to be made such transfers or exchanges of the assets
specifically allocated to the applicable Series and take such other
steps as shall be stated in Instructions to be for the purpose of
effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the
applicable Series;
(9) Deliver Securities upon the receipt of payment in connection with
any repurchase agreement related to such Securities entered into by
the Series;
(10) Deliver Securities owned by the applicable Series to the issuer
thereof or its agent when such Securities are called, redeemed,
retired or otherwise become payable; provided, however, that in any
such case the cash or other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the Custodian shall have
no responsibility to the Series for monitoring or ascertaining any
call, redemption or retirement dates with respect to the put bonds
or similar instruments which are owned by the Series and held by the
Custodian or its nominee where such dates are not published in
sources routinely used by the Custodian. Nor shall the Custodian
have any responsibility or liability to the Series for any loss by
the Series for any missed payment or other default resulting
therefrom unless the Custodian received timely notification from the
Series specifying the time, place and manner for the presentment of
any such put bond owned by the Series and held by the Custodian or
its nominee. The Custodian shall not be responsible and assumes no
liability to the Series for the accuracy or completeness of any
notification the Custodian may furnish to the applicable Series with
respect to put bonds or similar investments, but shall provide the
Fund with such information as may be received;
(11) Give the Series written notice (which may be electronic) of
Corporate Actions (defined below) whenever the Custodian receives
information concerning the property held hereunder which requires
discretionary action by the beneficial owners of such property
(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 such holders
("Corporate Actions"). 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 Custodian will endeavor to obtain Instructions from the
Series or its Authorized Persons. If Instructions are not received
in time for the Custodian to take timely action, or actual notice of
such Corporate Action was received too late to seek such
Instructions, the Custodian is authorized, but shall have no express
or implied duty or obligation, to (i) sell such rights entitlement
or fractional interest and to credit the Series with the proceeds or
(ii) take any other action it deems, in good faith, to be
appropriate. The Custodian shall be fully protected for acting in
accordance with, or failing to act in the absence of, Instructions
of the Series or its Authorized Persons and for taking such other
action as the Custodian is so authorized under the immediately
preceding sentence of this Subsection of the Agreement; and
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(12) The Custodian will send to the Series or the Authorized Persons all
proxies (if issued in the name of the Custodian's nominee or the
nominee of a central depository), notices and communications with
respect to securities in the Series as call for voting or relate to
legal proceedings within a reasonable time after sufficient copies
are received by the Custodian for forwarding to its clients. In
addition, the Custodian will follow coupon payments, redemptions,
exchanges or similar matters with respect to securities in the
Series and advise the Series or the Authorized Persons for the
Series of rights issued, tender offers or any other discretionary
rights with respect to such securities, in each case, of which the
Custodian has received notice from the issuer of the securities, or
as to which notice is published in publications routinely utilized
by the Custodian for this purpose.
(13) Endorse and collect all checks, drafts or other orders for the
payment of money received by the Custodian for the account of the
applicable Series; and
(14) Execute any and all documents, agreements or other instruments as
may be necessary or desirable for the accomplishment of the purposes
of this Agreement.
(d) Confirmation and Statements. Promptly after the close of business on each
day, the Custodian shall furnish each Series with confirmations and a
summary of all transfers to or from the account of the Series during the
day. Where securities purchased by a Series are in a fungible bulk of
securities registered in the name of the Custodian (or its nominee) or
shown on the Custodian's account on the books of a Securities Depository,
the Custodian shall by book-entry or otherwise identify the quantity of
those securities belonging to that Series. At least monthly, the
Custodian shall furnish each Series with a detailed statement of the
Securities and monies held for the Series under this Agreement.
(e) Registration of Securities. The Custodian is authorized to hold all
Securities, Assets, or other property of each Series in nominee name, in
bearer form or in book-entry form. The Custodian may register any
Securities, Assets or other property of each Series in the name of the
Series, in the name of the Custodian, any domestic subcustodian, or
Foreign Custodian, in the name of any duly appointed registered nominee
of such entity, or in the name of a Securities Depository or its
successor or successors, or its nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the Custodian
to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of a Securities Depository,
any Securities which it may hold for the account of applicable Series and
which may from time to time be registered in the name of applicable
Series.
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(f) Reporting and Recordkeeping. The ownership of the property whether
securities, cash and/or other property, and whether held by the Custodian
or a subcustodian or in a depository, clearing agency or clearing system,
shall be clearly recorded on the Custodian's books as belonging to the
Series and not for the Custodian's own interest. Where certificates are
legended or otherwise not fungible with publicly traded certificates (and
in other cases where the Custodian and the Series may agree), the Series
reserves the right to instruct the Custodian as to the name only in which
such securities shall be registered and the Custodian, to the extent
reasonably practicable, shall comply with such Instructions; provided,
however if Custodian reasonably determines that compliance with such
Instructions is not reasonably practicable or otherwise may conflict with
applicable law, rule or regulation, Custodian shall promptly notify
Series and shall comply with reasonable alternatives as to which the
parties may agree. The Custodian shall keep accurate and detailed
accounts of all investments, receipts, disbursements and other
transactions for the Series. All accounts, books and records of the
Custodian relating thereto shall be open to inspection and audit at all
reasonable times during normal business hours of the Custodian by any
person designated by the Series. All such books, records and accounts
shall be maintained and preserved in the form reasonably requested by the
Series and in accordance with the Act and the Rules and Regulations
thereunder, including, without limitation, Section 31 thereof and Rule
31a-1 and 31a-2 thereunder. All books, records and accounts pertaining to
the Series, which are in the possession of the Custodian, shall be the
property of the Fund and such materials or (unless the delivery of
original materials is required pursuant to applicable law) legible copies
thereof in a format reasonably acceptable to the Fund, shall be
surrendered promptly upon request; provided, however, that the Custodian
shall be entitled to retain a copy or the original of any such books,
records and accounts as may be required or permitted by applicable law
and the Custodian's own policies and procedures. The Custodian will
supply to the Series from time to time, as mutually agreed upon, a
statement in respect to any property in the Series held by the Custodian
or by a subcustodian.
(g) Segregated Accounts. Upon receipt of Instructions, the Custodian will,
from time to time establish segregated accounts on behalf of the
applicable Series to hold and deal with specified assets as shall be
directed.
3. SETTLEMENT OF SERIES TRANSACTIONS.
(a) Customary Practices. Settlement of transactions may be effected in
accordance with trading and processing practices customary in the
jurisdiction or market where the transaction occurs. The Fund
acknowledges that this may, in certain circumstances, require the
delivery of cash or Securities (or other property) without the concurrent
receipt of Securities (or other property) or cash. In such circumstances,
the Custodian shall have no responsibility for nonreceipt of payments (or
late payment) or nondelivery of Securities or other property (or late
delivery) by the counterparty.
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(b) Contractual Income. Unless the parties agree to the contrary, the
Custodian shall credit the applicable Series, in accordance with the
Custodian's standard operating procedure, with income and maturity
proceeds on securities on contractual payment date net of any taxes or
upon actual receipt. To the extent the Custodian credits income on
contractual payment date, the Custodian may reverse such accounting
entries to the contractual payment date if the Custodian reasonably
believes that such amount will not be received.
(c) Contractual Settlement. Unless the parties agree to the contrary, the
Custodian will attend to the settlement of securities transactions in
accordance with the Custodian's standard operating procedure, on the
basis of either contractual settlement date accounting or actual
settlement date accounting. To the extent the Custodian settles certain
securities transactions on the basis of contractual settlement date
accounting, the Custodian may reverse to the contractual settlement date
any entry relating to such contractual settlement if the Custodian
reasonably believes that such amount will not be received.
4. LENDING OF SECURITIES. The Custodian may lend the assets of the Series in
accordance with the terms and conditions of a separate securities lending
agreement.
5. PERSONS HAVING ACCESS TO ASSETS OF THE SERIES.
(a) No trustee or agent of the Fund, and no officer, director, employee or
agent of the Fund's investment adviser, of any sub-investment adviser of
the Fund, or of the Fund's administrator, shall have physical access to
the assets of the Series held by the Custodian or be authorized or
permitted to withdraw any investments of the Fund, nor shall the
Custodian deliver any assets of the Series to any such person. No
officer, director, employee or agent of the Custodian who holds any
similar position with the Fund's investment adviser, with any
sub-investment adviser of the Fund or with the Fund's administrator shall
have access to the assets of the Series.
(b) Nothing in this Section 5 shall prohibit any duly authorized officer,
employee or agent of the Fund, or any duly authorized officer, director,
employee or agent of the investment adviser, of any sub-investment
adviser of the Series or of the Series' administrator, from giving
Instructions to the Custodian or executing a Certificate so long as it
does not result in delivery of or access to assets of the Series
prohibited by paragraph (a) of this Section 5.
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6. STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES.
(a) Standard of Care. Custodian shall be required to exercise reasonable care
with respect to its duties under this Agreement unless otherwise
provided.
(1) Notwithstanding any other provision of this Agreement, the Custodian
shall not be liable for any loss or damage, including counsel fees,
resulting from its action or omission to act or otherwise, except
for any such loss or damage arising out of the negligence or willful
misconduct of the Custodian.
(2) The Custodian may, with respect to questions of law, apply for and
obtain the advice and opinion of counsel to the Fund or of its own
counsel, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. Where counsel is engaged under this provision, the Fund
shall bear the costs thereof subject to its approval in advance,
which approval may not be unreasonably withheld.
(b) Scope of Duties. Without limiting the generality of the foregoing, the
Custodian shall be under no duty or obligation to inquire into, and shall
not be liable for:
(1) The acts or omissions of any agent appointed pursuant to
Instructions of the Fund or its investment advisor including, but
not limited to, any broker-dealer or other entity to hold any
Securities or other property of the Fund as collateral or otherwise
pursuant to any investment strategy.
(2) The validity of the issue of any Securities purchased by the Series,
the legality of the purchase thereof, or the propriety of the amount
paid therefor;
(3) The legality of the sale of any Securities by the Series or the
propriety of the amount for which the same are sold;
(4) The legality of the issue or sale of any Shares, or the sufficiency
of the amount to be received therefor;
(5) The legality of the redemption of any Shares, or the propriety of
the amount to be paid therefor;
(6) The legality of the declaration or payment of any distribution of
the Series;
(7) The legality of any borrowing for temporary administrative or
emergency purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not represented
by any check, draft, or other instrument for the payment of money,
received by it on behalf of the Series until the Custodian actually
receives and collects such money.
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(d) Amounts Due from Transfer Agent. The Custodian shall not be required to
effect collection of any amount due to the Series from the Series'
transfer agent nor be required to cause payment or distribution by such
transfer agent of any amount paid by the Custodian to the transfer agent.
(e) Collection Where Payment Refused. The Custodian shall not be required to
take action to effect collection of any amount, if the Securities upon
which such amount is payable are in default, or if payment is refused
after due demand or presentation, unless and until it shall be directed
to take such action and it shall be assured to its satisfaction of
reimbursement of its related costs and expenses.
(f) No Duty to Ascertain Authority. The Custodian shall not be under any duty
or obligation to ascertain whether any Securities at any time delivered
to or held by it for the Series are such as may properly be held by the
Series under the provisions of its governing instruments or Prospectus.
(g) Reliance on Instructions. The Custodian shall be entitled to rely upon
any Instruction, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be genuine and to
be signed by an officer or Authorized Person of the Series. Where the
Custodian is issued Instructions orally, the Custodian, in its
discretion, may accept oral Instructions from any Authorized Person with
respect to (i) Corporate Actions (as defined under Section 2(c)(11)
above) and (ii) adjustments or corrections to purchase and sale
transaction Instructions previously received by the Custodian, in either
case, for the Account(s). In the event the Custodian accepts oral
Instructions from any Authorized Person, the Custodian shall call an
Authorized Person, other than the party issuing said Instructions, to
confirm such Instructions prior to taking any action in accordance with
any such oral Instructions. The Series acknowledges that if written
confirmation is requested, the validity of the transactions or
enforceability of the transactions authorized by the Series shall not be
affected if such confirmation is not received or is contrary to oral
Instructions given. The Custodian shall be under no duty to question any
direction of an Authorized Person to review any property held in the
account, to make any suggestions with respect to the investment of the
assets in the account, or to evaluate or question the performance of any
Authorized Person. The Custodian shall not be responsible or liable for
any diminution of value of any securities or other property held by the
Custodian.
7. APPOINTMENT OF SUBCUSTODIANS. The Custodian is hereby authorized to appoint
one or more domestic subcustodians (which may be an affiliate of the Custodian)
to hold Securities and monies at any time owned by the Series. The Custodian is
also hereby authorized when acting pursuant to Instructions to: 1) place assets
with any Foreign Custodian located in a jurisdiction which is not a Selected
Country and with Euroclear, Clearstream, Banc One or any other transnational
depository; and 2) place assets with a broker or other agent as subcustodian in
connection with futures, options, short selling or other transactions. When
acting pursuant to such Instructions, the Custodian shall not be liable for the
acts or omissions of any subcustodian so appointed.
12
8. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event that the Custodian
receives Instructions to make payments or transfers of monies on behalf of the
Series for which there would be, at the close of business on the date of such
payment or transfer, insufficient monies held by the Custodian on behalf of the
Series, the Custodian may, in its sole discretion, provide an overdraft (an
"Overdraft") to the Series in an amount sufficient to allow the completion of
such payment or transfer. Any Overdraft provided hereunder: (a) shall be payable
on the next Business Day, unless otherwise agreed by the Series and the
Custodian; and (b) shall accrue interest from the date of the Overdraft to the
date of payment in full by the Series at a rate as set forth in Article IV,
Section 1(b) or as agreed upon from time to time. The Custodian and the Series
acknowledge that the purpose of such Overdraft is to temporarily finance the
purchase of Securities for prompt delivery in accordance with the terms hereof,
to meet unanticipated or unusual redemptions, to allow the settlement of foreign
exchange contracts or to meet other unanticipated Series expenses. The Custodian
shall promptly notify the Series (an "Overdraft Notice") of any Overdraft. To
secure payment of any Overdraft, the Series hereby grants to the Custodian a
continuing security interest in and right of setoff (subject to notice as
provided in this Agreement) against the Securities and cash in the Series'
account from time to time in the full amount of such Overdraft. Without limiting
the foregoing, the Custodian shall be entitled to take such other actions(s) or
exercise such other options, powers and rights as the Custodian now or hereafter
has as a secured creditor under the Pennsylvania Uniform Commercial Code or any
other applicable law.
9. TAX OBLIGATIONS. For purposes of this Agreement, "Tax Obligations" shall mean
taxes, withholding, certification and reporting requirements, claims for
exemptions or refund, interest, penalties, additions to tax and other related
expenses. To the extent that the Custodian has received relevant and necessary
information with respect to the Account, the Custodian shall perform the
following services with respect to Tax Obligations:
(a) the Custodian shall file claims for exemptions or refunds with respect to
withheld foreign (non-U.S.) taxes in instances in which such claims are
appropriate;
(b) the Custodian shall withhold appropriate amounts, as required by U.S. tax
laws, with respect to amounts received on behalf of nonresident aliens;
and
(c) the Custodian shall provide to the Fund or the Authorized Person such
information received by the Custodian which could, in the Custodian's
reasonable belief, assist the Fund or the Authorized Person in the
submission of any reports or returns with respect to Tax Obligations. The
Fund shall inform the Custodian in writing as to which party or parties
shall receive information from the Custodian.
13
The Custodian shall provide such other services with respect to Tax Obligations,
including preparation and filing of tax returns and reports and payment of
amounts due (to the extent funded), as requested by the Fund and agreed to by
the Custodian in writing. The Custodian shall have no independent obligation to
determine the existence of any information with respect to, or the extent of,
any Tax Obligations now or hereafter imposed on the Fund or the Account by any
taxing authority. Except as specifically provided herein or agreed to in writing
by the Custodian, the Custodian shall have no obligations or liability with
respect to Tax Obligations including, without limitation, any obligation to file
or submit returns or reports with any taxing authorities other than tax reclaims
as provided above.
In making payments to service providers pursuant to Instructions, the Fund
acknowledges that the Custodian is acting as a paying agent and not as the
payor, for tax information reporting and withholding purposes.
14
ARTICLE II
FOREIGN CUSTODY MANAGER SERVICES
1. DELEGATION. The Board delegates to, and the Custodian hereby agrees to accept
responsibility as the Fund's Foreign Custody Manager for selecting, contracting
with and monitoring Foreign Custodians in Selected Countries set forth in
Appendix C (except as noted therein) in accordance with Rule 17f-5(c).
2. CHANGES TO APPENDIX C. Appendix C may be amended by written agreement from
time to time to add or delete jurisdictions by written agreement signed by an
Authorized Person of the Series and the Custodian, but the Custodian reserves
the right to delete jurisdictions upon reasonable notice to the Series.
3. REPORTS TO BOARD. Custodian shall provide written reports notifying the Board
of the placement of Assets with a particular Foreign Custodian and of any
material change in a Series' foreign custody arrangements. Such reports shall be
provided to the Board at least quarterly, except as otherwise agreed by the
Custodian and the Fund.
4. MONITORING SYSTEM. In each case in which the Custodian has exercised
delegated authority to place Assets with a Foreign Custodian, the Custodian
shall establish a system, to re-assess or re-evaluate selected Foreign
Custodians, at least annually in accordance with Rule 17f-5(c)(3).
5. STANDARD OF CARE. In exercising the delegated authority under this Article II
of the Agreement, the Custodian agrees to exercise reasonable care, prudence and
diligence such as a person having responsibility for the safekeeping of the
Assets would exercise in like circumstances. Contracts with Foreign Custodians
shall provide for reasonable care for Assets based on the standards applicable
to Foreign Custodians in the Selected Country. In making this determination, the
Custodian shall consider the provisions of Rule 17f-5(c)(2).
6. USE OF SECURITIES DEPOSITORIES. In exercising its delegated authority, the
Custodian may assume, unless instructed in writing to the contrary, that the
Board or the Series' investment adviser has determined, pursuant to Rule 17f-7,
to place and maintain foreign assets with any Securities Depository as to which
the Custodian has provided such Series with a Risk Analysis.
7. NOTICE OF CHANGE OF SUBCUSTODIANS. Custodian shall promptly advise or provide
notice to the Series of any change to its subcustodial network.
15
ARTICLE III
INFORMATION SERVICES
1. RISK ANALYSIS. The Custodian will provide the Series with a Risk Analysis
with respect to Securities Depositories operating in the countries listed in
Appendix C. If the Custodian is unable to provide a Risk Analysis with respect
to a particular Securities Depository, it will notify the Fund on behalf of the
Series. Each Risk Analysis shall indicate whether the particular Securities
Depository has been determined by the Custodian, in exercise of its standard of
care, to be an Eligible Securities Depository. If a new Securities Depository
commences operation in one of the Appendix C countries, the Custodian will
provide the Fund on behalf of the Series with a Risk Analysis within a
reasonably practicable time after such Securities Depository becomes
operational. If a new country is added to Appendix C, the Custodian will provide
the Fund on behalf of the Series with a Risk Analysis with respect to each
Securities Depository in that country within a reasonably practicable time after
the addition of the country to Appendix C.
2. MONITORING OF SECURITIES DEPOSITORIES. The Custodian will monitor on a
continuing basis the custody risks associated with maintaining assets with each
Securities Depository for which it has provided the Fund on behalf of the Series
with a Risk Analysis as required under Rule 17f-7. The Custodian will promptly
notify Fund on behalf of the Series or its investment adviser of any material
change in these risks.
3. USE OF AGENTS. The Custodian may employ agents, including, but not limited to
Foreign Custodians, to perform its responsibilities under Sections 1 and 2
above.
4. EXERCISE OF REASONABLE CARE. The Custodian will exercise reasonable care,
prudence, and diligence in performing its responsibilities under this Article
III. With respect to the Risk Analyses provided or monitoring performed by an
agent, the Custodian will exercise reasonable care in the selection of such
agent, and shall be entitled to rely upon information provided by agents so
selected in the performance of its duties and responsibilities under this
Article III.
5. LIABILITIES AND WARRANTIES. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to information provided to it by third parties.
Due to the nature and source of information, and the necessity of relying on
various information sources, most of which are external to the Custodian, the
Custodian shall have no liability for direct or indirect use of such
information.
16
ARTICLE IV
GENERAL PROVISIONS
1. COMPENSATION.
(a) The Fund will compensate the Custodian for its services rendered under
this Agreement in accordance with the fees set forth in a separate Fee
Schedule which schedule may be modified by the Custodian upon not less
than sixty days prior written notice to the Fund.
(b) The Fund may earn interest on balances, including disbursement balances
and balances arising from purchase and sale transactions. For each month
during which the Custodian holds property for the Fund, there shall be an
adjustment to the custody fees, calculated as follows. For each day of
the month in which the closing cash balance of the Fund is more than
zero, such cash balance amount will earn interest calculated by taking
the amount of the idle balance multiplied by the Overnight Federal Funds
Rate (defined below) minus .50% divided by 365 days. The amount of
interest credit shall be known as the "Daily Credits." Alternatively, for
each day of the month in which the closing balance of the Fund is less
than zero (an "overdraft"), the overdraft amount will be subject to a
charge as follows: (i) with respect to domestic assets, the charge will
be calculated by taking the amount of the overdraft multiplied by the
Overnight Federal Funds Rate (defined below) plus .50% divided by 365
days; or (ii) with respect to non domestic assets, the charge will be
calculated by taking the amount of the overdraft multiplied by the rate
applicable to the appropriate foreign market. The amount of interest
charge shall be known as "Daily Charges." The net of the Daily Credits
and Daily Charges for a particular month will be credited or debited, as
the case may be, to the Monthly Notification for the applicable period.
Monthly credit balances will roll forward to offset future Custodian fees
and expenses. Unused Daily Credits will expire at calendar year end.
Credit balances may not be transferred. They are used exclusively to
offset Custodian fees and expenses and shall not be applied against
investment or other related expenses. A Daily Charge shall not apply to
the extent that an overdraft is solely due to Custodian error.
The term "Overnight Federal Funds Rate" shall mean, for any month, the
average of daily "Federal Funds Rates" for such month. In turn, the daily
Federal Funds Rates shall mean, for any day, the weighted average of the
rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers on such day, as
published by the Federal Reserve Bank of New York on the business day
next succeeding such day.
(c) The Custodian will ▇▇▇▇ the Fund as soon as practicable after the end of
each calendar month. The Fund will promptly pay to the Custodian the
amount of such billing.
17
(d) If not paid directly or timely by the Fund, the Custodian may, with the
prior approval of the Fund which may not be unreasonably withheld, charge
against assets held on behalf of the Series compensation and any expenses
incurred by the Custodian in the performance of its duties pursuant to
this Agreement. The Custodian shall also be entitled subject to like
approval by the Fund to charge against assets of the Series the amount of
any loss, damage, liability or expense incurred with respect to the
Series, including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement. The expenses which
the Custodian may charge include, but are not limited to, the expenses of
domestic subcustodians and Foreign Custodians incurred in settling
transactions.
2. INSOLVENCY OF FOREIGN CUSTODIANS. The Custodian shall be responsible for
losses or damages suffered by the Series arising as a result of the insolvency
of a Foreign Custodian only to the extent that the Custodian failed to comply
with the standard of care set forth in Article II with respect to the selection
and monitoring of such Foreign Custodian.
3. LIABILITY FOR DEPOSITORIES. The Custodian shall not be responsible for any
losses resulting from the deposit or maintenance of Securities, Assets or other
property of the Series with a Securities Depository.
4. DAMAGES. Under no circumstances shall the Custodian be liable for any
indirect, consequential or special damages with respect to its role as Foreign
Custody Manager, Custodian or information vendor.
5. INDEMNIFICATION; LIABILITY OF THE SERIES.
(a) The Fund shall indemnify and hold the Custodian harmless from all
liability and expense, including reasonable counsel fees and expenses,
arising out of the performance of the Custodian's obligations under this
Agreement except as a result of the negligence or willful misconduct of
the Custodian, any agent or sub-custodian appointed by the Custodian, or
any of its or their directors, officers, agents, nominees, or employees,
in the performance of any function hereunder, or any other failure to
comply with the standard of care required by this Agreement.
(b) The Custodian shall indemnify and hold the Fund harmless from all
liability and expense, including reasonable counsel fees and expenses, as
a result of the negligent action, negligent inaction, or willful
misconduct of the Custodian, any agent or sub-custodian appointed by the
Custodian, or any of its or their directors, officers, agents, nominees,
or employees, in the performance of any function hereunder, or any other
failure to comply with the standard of care required by this Agreement,
or (ii) as a result of any burglary, robbery, hold-up, theft, or
mysterious disappearance, including loss by damage or destruction.
(c) The Series and the Custodian agree that the obligations of the Fund under
this Agreement shall not be binding upon any of the Directors, Trustees,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Series, individually, but are binding only upon
the assets and property of the Fund.
18
6. FORCE MAJEURE. Notwithstanding anything in this Agreement to the contrary,
the Custodian shall not be liable for any losses resulting from or caused by
events or circumstances beyond its reasonable control, including, but not
limited to, losses resulting from nationalization, strikes, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation, destruction or
similar action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, taxes, levies or other charges
affecting the Series' property; or the breakdown, failure or malfunction of any
utilities or telecommunications systems; or any order or regulation of any
banking or securities industry including changes in market rules and market
conditions affecting the execution or settlement of transactions; or acts of
war, terrorism, insurrection or revolution; or any other similar event.
7. TERMINATION.
(a) The Fund may terminate this Agreement by giving the custodian sixty (60)
days notice in writing, specifying the date of such termination. The
Custodian may terminate this Agreement by giving the Fund one hundred
eighty (180) days notice in writing, specifying the date of such
termination. In the event notice is given by the Fund, it shall be
accompanied by a Certificate evidencing the vote of the Fund's Board to
terminate this Agreement and designating a successor.
(b) In the event notice of termination is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the Custodian a
Certificate evidencing the vote of the Board designating a successor
custodian. In the absence of such designation, following a reasonable
period of time for the Fund's Board to act, the Custodian may apply to a
court of competent jurisdiction to designate a successor custodian, which
shall be a person qualified to so act under the Act or the Series. If the
Fund fails to designate a successor custodian, the Fund shall, upon the
date specified in the notice of termination, and upon the delivery by the
Custodian of all Securities and monies then owned by the Series, be
deemed to be its own custodian and the Custodian shall thereby be
relieved of all duties and or the Series responsibilities under this
Agreement other than the duty with respect to Securities held in the
Book-Entry System which cannot be delivered to the Series.
(c) Upon termination of the Agreement, the Custodian shall, upon receipt of a
notice of acceptance by the successor custodian, deliver to the successor
all Securities and monies then held by the Custodian on behalf of the
Series, after or subject to the deduction therefrom of all fees, expenses
and other amounts owed under any provision of this Agreement.
(d) Following termination, Custodian will promptly forward income received
with respect to the Series and tax reclaim payments for tax reclaims
filed prior to termination to a designated successor custodian.
19
(e) In the event of a dispute following the termination of this Agreement,
all relevant provisions shall be deemed to continue to apply to the
obligations and liabilities of the parties.
8. INSPECTION OF BOOKS AND RECORDS. The books and records of the Custodian shall
be open to inspection and audit at reasonable times by officers and auditors
employed by the Fund at its own expense and with prior written notice to the
Custodian, and by the appropriate employees of the Securities and Exchange
Commission.
9. MISCELLANEOUS.
(a) Appendix A is a Certificate signed by the Secretary of the Fund setting
forth the names and the signatures of Authorized Persons. The Fund shall
furnish a new Certificate when the list of Authorized Persons is changed
in any way. Until a new certification is received, the Custodian shall be
fully protected in acting upon Instructions from Authorized Persons as
set forth in the last delivered Certificate.
(b) Appendix B is a Certificate signed by the Secretary, Treasurer or
Assistant Treasurer of the Fund setting forth the names and the
signatures of the present officers of the Fund. The Fund agrees to
furnish to the Custodian a new Certificate when any changes are made.
Until a new Certificate is received, the Custodian shall be fully
protected in relying upon the last delivered Certificate.
(c) Any required written notice or other instrument shall be sufficiently
given if addressed to the Custodian or the Fund as the case may be and
delivered to it at its offices at:
The Custodian:
Mellon Bank, N.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Funds:
Delaware Investments
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇ ▇'▇▇▇▇▇▇
With a copy to:
Delaware Investments
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. General Counsel
20
or at such other place as the parties may from time to time
designate to the other in writing.
(d) This Agreement may not be amended or modified except by a written
agreement executed by both parties.
(e) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the
written consent of the Custodian, or by the Custodian without the written
consent of the Fund authorized or approved by a vote of the Board,
provided, however, that the Custodian may assign the Agreement or any
function thereof to any corporation or entity which directly or
indirectly is controlled by, or is under common control with, the
Custodian and any other attempted assignment without written consent
shall be null and void.
(f) Nothing in this Agreement shall give or be construed to give or confer
upon any third party any rights hereunder.
(g) The Custodian represents that it is a U.S. Bank within the meaning of
paragraph (a)(7) of Rule 17f-5.
(h) The Fund acknowledges and agrees that, except as expressly set forth in
this Agreement, the Fund is solely responsible to assure that the
maintenance of the Series' Securities and cash hereunder complies with
applicable laws and regulations, including without limitation the Act and
the rules and regulations promulgated thereunder and applicable
interpretations thereof or exemptions therefrom. The Fund represents that
it has determined that it is reasonable to rely on Custodian to perform
the responsibilities delegated pursuant to this Agreement.
(i) This Agreement shall be construed in accordance with the laws of The
Commonwealth of Pennsylvania.
(j) The captions of the Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(k) Each party represents to the other that it has all necessary power and
authority, and has obtained any consent or approval necessary to permit
it, to enter into and perform this Agreement and that this Agreement does
not violate, give rise to a default or right of termination under or
otherwise conflict with any applicable law, regulation, ruling, decree or
other governmental authorization or any contract to which it is a party
or by which any of its assets is bound.
(l) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
21
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.
DELAWARE INVESTMENTS FAMILY OF FUNDS ON
BEHALF OF EACH SERIES SET FORTH ON
APPENDIX D ATTACHED HERETO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President/CEO/CFO
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President
22
APPENDIX A
FUND OFFICERS
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., the Assistant Secretary of each of those
registered investment companies listed on Appendix D hereto (each a "Fund") on
behalf of certain of their respective series as listed on Appendix D
(individually and collectively the "Series") do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Instructions on behalf of each Series and the specimen
signatures set forth opposite their respective names are their true and correct
signatures:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President/Chief
Operating Officer/Chief Financial
Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executive Vice President/General
Counsel/Chief Administrative Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President/Compliance
Director ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Deputy General
Counsel/Assistant Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇ ▇. Maestro Senior Vice President/Deputy General
Counsel/Secretary ▇▇▇▇▇▇▇▇ ▇. Maestro
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Senior Vice President/Associate General
Counsel/Assistant Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ Senior Vice President/Associate General
Counsel/Assistant Secretary ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
---------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Assistant Secretary
Dated:
▇▇
▇▇▇▇▇▇▇▇ ▇
AUTHORIZED SIGNATURE LIST
ACCOUNT Delaware Investments Family of Funds
INFORMATION
=====================================================
AUTHORIZATION Mellon Bank, N.A. is directed to accept trades,
currency and corporate action instructions from the
individuals whose signatures appear below.
Dated: April 23, 2002
=====================================================
SPECIMEN NAME SIGNATURE
SIGNATURES
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, SVP ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, VP ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, VP ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AVP ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, AVP ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇▇▇▇, AVP ▇▇▇▇▇ ▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, AVP ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AVP ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AVP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇▇▇▇▇▇, AVP ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
Except where specifically noted, the authorities and powers herein are provided
for all portfolios managed by Delaware Management Company whose assets are
maintained at Mellon Bank, N.A.
AUTHORIZED SIGNATURE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ DATE 4/23/02
------------------------------- ------------------------
24
APPENDIX C
SELECTED COUNTRIES
Argentina Lebanon
Australia Luxembourg
Austria Malaysia
Bahrain Mauritius
Bangladesh Mexico
Belgium Morocco
Bermuda Namibia
Bolivia The Netherlands
Botswana New Zealand
Brazil Norway
Canada ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ The Philippines
Costa Rica* Poland
Croatia Portugal
Czech Republic Romania
Denmark Russia*
Ecuador Singapore
Egypt Slovakia
Estonia* Slovenia
Finland South Africa
France Spain
Germany Sri Lanka
Ghana Sweden
Greece Switzerland
Hong Kong Taiwan
Hungary Thailand
India Trinidad & Tobago*
Indonesia Tunisia*
Ireland Turkey
Israel United Kingdom
Italy Uruguay
Japan Venezuela
Jordan Vietnam
Kenya Zambia
Korea, Republic of Zimbabwe
"*Note, Custodian will not act as a Foreign Custody Manager with respect to
assets held in this country. Holding assets and use of Mellon's usual
subcustodian in this country is subject to Instructions by the Fund and its
execution of a separate letter-agreement pertaining to custody and market
risks."
25
APPENDIX D
LIST OF FUNDS
VOYAGEUR INSURED FUNDS
Delaware Minnesota Insured Fund
Delaware Tax-Free Arizona Insured Fund
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
Delaware Tax-Free Minnesota Intermediate Fund
VOYAGEUR INVESTMENT TRUST
Delaware Tax-Free California Insured Fund
Delaware Tax-Free Florida Fund
Delaware Tax-Free Florida Insured Fund
Delaware Tax-Free Missouri Insured Fund
Delaware Tax-Free Oregon Insured Fund
VOYAGEUR MUTUAL FUNDS
Delaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free Arizona Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
VOYAGEUR MUTUAL FUNDS II
Delaware Tax-Free Colorado Fund
VOYAGEUR MUTUAL FUNDS III
Delaware Core Equity Fund (formerly Delaware Growth Stock Fund)
Delaware Select Growth Fund
VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Minnesota Fund
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
26
DELAWARE GROUP EQUITY FUNDS III
Delaware Small-Cap Growth Fund
Delaware Health Care Fund
DELAWARE GROUP INCOME FUNDS
Delaware Core Bond Fund
DELAWARE POOLED TRUST
The Core Plus Fixed Income Portfolio
27
