Exhibit No. EX-99(13)(a)(i)
AMENDMENT (the "Amendment") DATED February 7, 2006
TO THE REMARKETING AGREEMENT DATED MAY 14, 1993 AMONG
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II,
INC., DELAWARE MANAGEMENT COMPANY AND
CITIGROUP GLOBAL MARKETS, INC.
WHEREAS, Delaware Investments Minnesota Municipal Income Fund II, Inc.
(formerly, Voyageur Minnesota Municipal Income Fund II, Inc.), a Minnesota
corporation (the "Fund"), Delaware Management Company, a series of Delaware
Management Business Trust, a Delaware statutory trust (successor to Voyageur
Fund Managers), and Citigroup Global Markets, Inc. (formerly, Xxxxx Xxxxxx,
Xxxxxx Xxxxx & Co. Incorporated), a New York corporation ("Citigroup"), have
entered into a Remarketing Agreement (the "Agreement") dated as of May 14, 1993;
WHEREAS, Section 19 of the Agreement permits the parties to amend the
Agreement by a written instrument signed by all parties, so long as the
Agreement, as amended, is not inconsistent with the Articles of Incorporation of
the Fund (the "Articles") in effect as of the date of the Amendment; and
WHEREAS, pursuant to Article 5 of the Articles the Board of Directors of
the Fund has, by resolution at a meeting held on August 17-18, 2005, approved
Certificates of Designation to the Articles providing for the creation of two
new series of Municipal Income Preferred Shares, Series C and Series D (the "New
Series"), each a new series of the Fund's class of preferred shares ranking on
parity with the Fund's existing series of Municipal Income Preferred Shares,
Series A and Series B; and
WHEREAS, the parties wish to amend the Agreement to apply to the New
Series.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties hereto
amend the Agreement as follows:
1. The first "WHEREAS" clause in the Agreement is replaced in its entirety
as follows:
WHEREAS, the Fund has issued 600 Municipal Income Preferred Shares, Series
A ("Series A"), 600 Municipal Income Preferred Shares, Series B ("Series B"),
400 Municipal Income Preferred Shares, Series C ("Series C") and 300 Municipal
Income Preferred Shares, Series D ("Series D"), each par value $.01 per share
and with a liquidation preference of $50,000 per share plus accumulated but
unpaid dividends (collectively, the "Shares"), pursuant to and with the powers,
preferences and rights assigned to them in the Fund's Articles of Incorporation,
as amended to the date hereof and including the statements establishing and
fixing the rights and preferences of the Shares (the "Statements"), on file with
the Secretary of State of the State of Minnesota (together, the Fund's Articles
of Incorporation and the Statements are referred to herein as the "Articles").
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first written above and hereby executed this Amendment.
DELAWARE INVESTMENTS
MINNESOTA MUNICIPAL
INCOME FUND II, INC.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: President
DELAWARE MANAGEMENT
COMPANY, A SERIES OF
DELAWARE MANAGEMENT
BUSINESS TRUST
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: President
CITIGROUP GLOBAL
MARKETS, INC.
By: /s/Xxxxxx Novembre
Name: Xxxxxx Novembre
Title: Director
