AMENDED AND RESTATED MUTUAL FUND
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CUSTODY AND SERVICES AGREEMENT
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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...............................................25
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AMENDED AND RESTATED
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MUTUAL FUND CUSTODY AND
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SERVICES AGREEMENT
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This AGREEMENT is effective as of May ___, 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
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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
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CUSTODY PROVISIONS
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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.
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.
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(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.
(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.
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(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.
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.
13
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.
14
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.
15
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.
16
(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.
17
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.
(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.
18
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
or at such other place as the parties may from time to time
designate to the other in writing.
19
(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.
20
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:
--------------------------------
Name:
Title:
MELLON BANK, N.A.
By:
-------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President
21
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, ____________________, the ________________ 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:
Name Signature
---- ---------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
By: ------------------------------
Name:
Title:
Dated:
▇▇
▇▇▇▇▇▇▇▇ ▇
FUND OFFICERS
I, _______________________, the ____________________ 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 serve in the following positions with the
Series and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the Fund's governing
instrument and the specimen signatures set forth opposite their respective names
are their true and correct signatures:
Name Position Signature
---- -------- ---------
Chairman of the Board
-----------------------------------
President
-----------------------------------
Treasurer
-----------------------------------
Secretary
-----------------------------------
Vice President and
Investment Officer
-----------------------------------
Vice President and
Investment Officer
-----------------------------------
By:
-----------------------------------
Secretary
Dated:
▇▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ 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."
24
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.
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
25
