EX-99.g.1
Final Execution Version Delaware Funds
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
THIS AGREEMENT, effective as of the 20th day of July, 2007, and is by and
between each investment company listed on Appendix D (referred to herein
individually as the "Fund" and collectively, as the "Funds") and MELLON BANK,
N.A. (referred to herein as the "Custodian") a national banking association with
its principal place of business at One Mellon Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. As a matter of administrative convenience, this
Agreement is entered into by and between the Custodian and multiple Funds, each
on behalf of their respective Series (as hereinafter defined). Nevertheless,
this Agreement shall be construed to constitute a separate Agreement between
each such Fund, on behalf of its Series, and the Custodian. As such, the term
Fund is used in the singular herein.
W I T N E S S E T H:
WHEREAS, the Fund is authorized to issue shares in separate series with
each such series representing interests in a separate portfolio of securities
and other assets, and the Fund has made the Series listed on Appendix D subject
to this Agreement (each such series, together with all other series subsequently
established by the Fund and made subject to the Agreement in accordance with the
terms hereof, shall be referred to as a "Series" and collectively as the
"Series");
WHEREAS, the Fund 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;
WHEREAS, the Custodian agrees to accept such delegation with respect to
Assets; and
WHEREAS, the Custodian agrees to perform the function of a Primary
Custodian under Rule 17f-7;
NOW THEREFORE, the Fund 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 Securities and other assets and investments of the Fund
and/or Series, 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 Fund's and/or Series' transactions in
such investments.
4. "Authorized Person": any person, whether or not any such person is an
officer or employee of the Fund, duly authorized by the Fund 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/Trustees (or the body authorized to
exercise authority similar to that of the board of directors of a corporation)
of the 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 Countries": the jurisdictions listed on Appendix C for which
the Custodian makes available Foreign Custodians, as such list may be amended
from time to time in accordance with Article II.
11. "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 to act as an eligible foreign
custodian under Rule 17f-5. 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.
12. "Foreign Custody Manager": the meaning set forth in Rule 17f-5(a)(3).
13. "Instructions": (i) all directions to the Custodian from an Authorized
Person pursuant to the terms of this Agreement; (ii) all directions by or on
behalf of the Fund to the Custodian in its corporate capacity (or any of its
affiliates) with respect to contracts for foreign exchange; (iii) all directions
by or on behalf of the Fund pursuant to an agreement with Custodian (or any of
its affiliates) with respect to benefit disbursement services or information or
transactional services provided via a web site sponsored by the Custodian (or
any of its affiliates) (e.g., the "Workbench web site") and (iv) all directions
by or on behalf of the Fund pursuant to any other agreement or procedure between
the Custodian (or any of its affiliates) and the Fund, if such agreement or
procedure specifically provides that authorized persons thereunder are deemed to
be authorized to give instructions under this Agreement. Instructions shall be
in writing, transmitted by first class mail, overnight delivery, private
courier, facsimile, or shall be an electronic transmission subject to the
Custodian's policies and procedures, other institutional delivery systems or
trade matching utilities as directed by an Authorized Person and supported by
the Custodian, or other methods agreed upon in writing by the Fund and
Custodian. The Custodian may, in its discretion, accept oral directions and
instructions from an Authorized Person and may require confirmation in writing.
However, where the Custodian acts on an oral direction prior to receipt of a
written confirmation, the Custodian shall not be liable if a subsequent written
confirmation fails to conform to the oral direction.
14. "Primary Custodian": the meaning set forth in Rule 17f-7(b)(2).
15. "Prospectus": a Series' current registration statement, including the
prospectus and statement of additional information, relating to the registration
of the Shares under the Securities Act of 1933, as amended, and the Act.
16. "Risk Analysis": the analysis required under Rule 17f-7(a)(1)(i)(A).
17. "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.
18. "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.
19. "Securities Depository": a system for the central handling of
securities as defined in Rule 17f-4.
20. "Shares": shares of each Series, however designated.
ARTICLE I. - CUSTODY PROVISIONS
1. Appointment of Custodian. The Board appoints the Custodian, and the
Custodian accepts appointment, as custodian of all the Assets at the time owned
by or in the possession of the Series during the period of this Agreement. The
Board shall not appoint any other custodian for any Assets of any Series during
the Initial Term.
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 Assets owned by it at any time during the
period of this Custody Agreement. The Custodian will not be responsible for
such Assets until actually received. The Board specifically authorizes the
Custodian to hold Assets or other property of the Series with any domestic
subcustodian or Securities Depository, and Foreign Custodians or Eligible
Securities Depositories in the Foreign Countries as provided in Article II,
as may be directed by the Fund or its investment adviser or subadviser, as
the case may be. Assets 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, readjustment or other similar
transactions;
(7) Upon conversion of Securities pursuant to their terms into other
securities;
(8) Upon exercise of subscription, purchase or other similar
rightsrepresented by Securities;
(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 Assets, 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;
(18) In connection with non-certificated investments including, but
not limited to: deposit obligations, repurchase agreements, and swap
transactions, loan participations, options and futures transactions and
other derivative investments;
(19) For other proper purposes as may be specified in Instructions
issued by an Authorized Person 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 Assets 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; and
(20) For delivery of Assets of the Fund as set forth under Article I,
Section 7.
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 Assets held in
the account;
(2) Present for payment and collect the amount payable upon all Assets
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 Series 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;
(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, including proxies pertaining
to Assets 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;
(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 information concerning such
notices received;
(11) 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;
(12) Report the Asset positions of a Series as of such dates as the
Fund and the Custodian may agree upon, in accordance with methods
consistently followed and uniformly applied. It is hereby expressly
acknowledged and agreed that any Asset values that may be reflected in any
such report shall be furnished by the Custodian solely on an accommodation
basis and is provided to or for the benefit of the Fund (or the Fund's
service provider or agent) as general information and is not intended to be
a comprehensive summary or report of the value of the Assets comprising a
Series. No representation is made by the Custodian as to the accuracy or
completeness of any such values. The Custodian does not undertake any duty
or responsibility to notify or otherwise provide any updates or other
revisions with respect to any such values. It is hereby further expressly
acknowledged and agreed that the Custodian shall not be liable for any
loss, cost, damage, expense, liability or claim directly or indirectly
relating to any such values reflected on any such report for a Series
provided by the Custodian; and
(13) Execute any and all documents, agreements or other instruments
and take all actions 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 Business Day, the Custodian shall furnish each Series with
confirmations and a summary of all transfers to or from the account of the
Series during such Business 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 other Assets held for the Series under this
Custody 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 Fund
or 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 domestic subcustodian, Foreign
Custodian or Securities Depository, any Securities which the Custodian may
hold for the account of the applicable Series and which may from time to
time be registered in the name of the Fund or the applicable Series.
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 the Custodian reasonably determines that compliance with such
Instructions is not reasonably practicable or otherwise may conflict with
applicable law, rule or regulation, the Custodian shall promptly notify the
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 of 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. Error! Bookmark not defined.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 Assets
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.
b. Contractual Income. The Custodian shall credit the applicable
Series, in accordance with the Custodian's standard operating procedure,
with income and maturity proceeds on Securities on the contractual payment
dates 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. 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 one or more separate securities
lending agreements, approved by the Fund.
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 Series, 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. The 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 or any agent, subcustodian or Foreign Custodian appointed
by the Custodian.
(2) The Custodian may consult with the Custodian's or the Fund's
counsel with respect to any matter arising in connection with this
Agreement, and the Custodian shall not be liable nor accountable for any
action taken or omitted by it in good faith in accordance with the advice
of such counsel. To the extent possible, the Custodian shall notify the
Fund at any time the Custodian believes it needs advice of the Fund's
counsel with regard to the Custodian's responsibilities and duties pursuant
to this Agreement. If the Custodian wishes to seek and rely on legal advice
from counsel that is neither the Custodian's counsel nor the Fund's
counsel, and the Custodian seeks to be reimbursed for the counsel fees,
then the Custodian must notify and seek prior approval of the affected
Fund, which shall not be unreasonably withheld. The Custodian shall in no
event be liable to a Fund or any Fund shareholder or beneficial owner for
any action reasonably taken or omitted pursuant to such advice.
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 Assets of the
Fund as collateral or otherwise pursuant to any investment strategy.
(2) The title, genuineness or 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; or
(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.
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, if payment is
refused after due demand or presentation, or with respect to any insolvency
or similar proceeding, 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 Assets 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 Authorized Person of the Series. Where the Custodian is issued
Instructions orally, the Series acknowledge 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 fully protected in acting in accordance with all such
Instructions and in failing to act in the absence thereof. The Custodian
shall be under no duty to question any direction of an Authorized Person
with respect to the portion of the account over which such Authorized
Person has authority, to review any property held in the account, to make
any suggestions with respect to the investment and reinvestment 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 Assets held by the Custodian or its
subcustodians pursuant to Instructions. In following Instructions, the
Custodian shall be fully protected and shall not be liable for the acts or
omissions of any person or entity not selected or retained by the Custodian
in its sole discretion, including but not limited to, any broker-dealer or
other entity designated by the Fund or Authorized Person to hold Assets of
the account as collateral or otherwise pursuant to an investment strategy.
7. Appointment of Subcustodians; Transfer of Assets to Subcustodians or
Brokers. The Custodian is hereby authorized to appoint one or more domestic
subcustodians (which may be an affiliate of the Custodian) to hold Assets 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 Foreign Country and with Euroclear,
Clearstream, Banc One or any other transnational depository; and 2) settle or
place Assets with a broker or any such domestic subcustodian or Foreign
Custodian in connection with derivative transactions of any kind, including
futures, options, short selling, swaps or other transactions. When acting
pursuant to such Instructions, the Custodian shall not be liable for the acts or
omissions of any such broker, subcustodian or Foreign Custodian.
8. Overdraft Facility and Security for Payment. In the event that the
Custodian receives Instructions to make payments or transfers of Assets on
behalf of the Series for which there would be, at the close of business on the
Business Day 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
agreed upon from time to time by the Custodian and the Series or, in the absence
of specific agreement, by such rate as charged to other customers of the
Custodian under procedures uniformly applied. 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 and related interest and expenses, the Series
hereby grants to the Custodian a first priority security interest in and right
of setoff against the Assets in the Series' account, including all income,
substitutions and proceeds, whether now owned or hereafter acquired (the
"Collateral"), in the full amount of such Overdraft, interest and expenses;
provided that the Series does not grant the Custodian a security interest in any
Securities issued by an affiliate of the Custodian (as defined in Section 23A of
the Federal Reserve Act). The Custodian and the Series intend that, as the
securities intermediary with respect to the Collateral, the Custodian's security
interest shall automatically be perfected when it attaches. Should the Series
fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled
to use available Assets in the Series' account and to liquidate Securities in
the account as necessary to meet the Series' obligations relating to such
Overdraft, interest and expenses. In any such case, and 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 upon receipt of sufficient information;
b. The Custodian shall withhold appropriate amounts, as required by
U.S. tax laws, with respect to amounts received on behalf of nonresident
aliens upon receipt of Instructions; 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.
d. 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 state, foreign or other taxing authorities.
e. 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.
ARTICLE II. - FOREIGN CUSTODY MANAGER SERVICES
1. Delegation. The Board delegates to the Custodian, and the Custodian
hereby agrees to accept, responsibility as the Fund's Foreign Custody Manager
for selecting, contracting with and monitoring Foreign Custodians in Foreign
Countries 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 Fund 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 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 Foreign 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 that the Series and its investment adviser have
determined, pursuant to Rule 17f-7, that the depository provides reasonable
safeguards against custody risks, if a Series decides to place and maintain
foreign Assets with any Securities Depository as to which the Custodian has
provided the Fund on behalf of such Series with a Risk Analysis.
7. Notice of Change of Subcustodians. The Custodian shall promptly advise
or provide notice to the Series of any change to its subcustodial network.
ARTICLE III. - INFORMATION SERVICES
1. Risk Analysis. The Custodian will provide the Fund on behalf of the
Series with a Risk Analysis with respect to Securities Depositories operating in
the Foreign Countries. 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. Custodian shall advise whether a particular Securities
Depository meets the objective standard set forth in applicable provisions of
Rule 17f-7 of the Act. If a new Securities Depository commences operation in one
of the Foreign Countries, the Custodian will provide the Fund on behalf of the
Series with a Risk Analysis in 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 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 the 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 of this Article III.
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.
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 on Appendix E
(the "Fees"), which schedule may be modified by the Custodian after the
Initial Term upon not less than sixty days prior written notice to, and the
consent of, the Fund. Any undisputed Fees not paid within sixty (60) days
of the invoice date will be subject to a late charge equal to 1.5% of the
Fees remaining unpaid. Additional charges of 1.5% per month will accrue and
be owing on such undisputed and unpaid Fees for each additional month
during which such Fees remain unpaid, subject to any maximum amounts
imposed by law. If any Fees are disputed by the Fund, the Custodian and the
Fund shall work together in good faith to resolve the dispute promptly.
b. 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.
c. If not paid directly or timely by the Fund, the Custodian may, with
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 the approval of
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.
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
liabilities and costs and expenses, including reasonable counsel fees and
expenses, relating to or arising out of the performance of the Custodian's
obligations under this Agreement except to the extent resulting from the
negligence or willful misconduct of the Custodian, any agent or
subcustodian appointed by the Custodian or any of its or their directors,
officers, agents, nominees or employees, in the performance of any
functions hereunder, or any other failure to comply with the standard of
care required by this Agreement. This provision shall survive the
termination of this Agreement.
b. The Custodian shall indemnify and hold the Fund harmless from all
liabilities and costs and expenses, including reasonable counsel fees and
expenses, resulting from: (i) the negligence or willful misconduct of the
Custodian, any agent or subcustodian appointed by the Custodian or any of
its or their directors, officers, agents, nominees or employees, in the
performance of any functions hereunder, or any other failure to comply with
the standard of care required by this Agreement; or (ii) any burglary,
robbery, hold-up, theft, or mysterious disappearance, including loss by
damage or destruction. This provision shall survive the termination of this
Agreement.
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 other property of the Fund.
6. Force Majeure; Disaster Recovery and Business Continuity.
Notwithstanding anything in this Agreement to the contrary contained herein, the
Custodian shall not be responsible or liable for its failure to perform under
this Agreement or for any losses to the account resulting from any event beyond
the reasonable control of the Custodian, its agents or its subcustodians (other
than subcustodians that were engaged by the Custodian at the instruction of the
Fund). In the event of such event, or any disaster that causes a business
interruption, the Custodian shall act in good faith and follow applicable
procedures in its disaster recovery and business continuity plan and use all
commercially reasonable efforts to minimize service interruptions.
The Custodian represents and warrants that it has implemented and maintains
reasonable procedures and systems (including reasonable disaster recovery and
business continuity plans and procedures consistent with legal, regulatory and
business needs applicable to the Custodian's duties under this Agreement) to
safeguard the Fund's records and data and the Custodian's records, data,
equipment facilities and other property that it uses in the performance of its
obligations hereunder from loss or damage attributable to fire, theft, or any
other cause, and the Custodian will make such changes to the procedures and
systems from time to time as are reasonably required for the secure performance
of its obligations hereunder.
7. Term and Termination.
a. The term of this Agreement shall begin on the date hereof (the
"Effective Date") and continue for an initial term of three (3) years (the
"Initial Term"). After the Initial Term expires, this Agreement shall
continue but either (1) the Custodian may terminate this Agreement with
respect to a Fund by giving such Fund one hundred twenty (120) days notice
in writing, specifying the date of such termination, or (2) a Fund may
terminate this Agreement with respect to such Fund by giving the Custodian
sixty (60) days notice in writing, specifying the date of such termination.
b. This Agreement may be terminated by the following party or parties,
as the case may be, for one or more of the following reasons, provided the
terminating party or parties provides the applicable written notice to the
other party or parties of the reason for such termination:
(1) NonRenewal: This Agreement shall terminate with respect to a Fund
at the end of the Initial Term if either the Custodian or such Fund
provides notice that it does not want to renew or extend this Agreement at
the end of the Initial Term;
(2) Mutual Agreement: The Custodian and a Fund may mutually agree in
writing to terminate this Agreement with respect to such Fund at any time;
(3) "For Cause": (A) The Custodian may terminate this Agreement with
respect to a Fund "For Cause," as defined below, by providing such Fund
with written notice of termination "For Cause" at least 60 days prior to
the date of termination of this Agreement with respect to such Fund, or (B)
a Fund may terminate this Agreement with respect to such Fund "For Cause,"
as defined below, by providing the Custodian with written notice of
termination "For Cause" at least 60 days prior to the date of termination
of this Agreement with respect to such Fund; or
(4) Failure to Pay: The Custodian may terminate this Agreement with
respect to a Fund if the Custodian has notified such Fund that it has
failed to pay the Custodian any undisputed amounts when due under this
Agreement and it has failed to cure such default within 60 days of receipt
of such notice (or, if the Fund has disputed any amounts in good faith,
upon resolution of the dispute).
For purposes of subparagraph (3) above, "For Cause" shall mean:
(A) a material breach of this Agreement by any other party that
has not been remedied for 30 days following written notice by the
terminating party that identifies in reasonable detail the alleged
failure of the other party to perform, provided that if such default
is capable of being cured, then the other party shall be entitled to
such longer period as may reasonably be required to cure such default
if the other party shall have commenced such cure and is diligently
pursuing same, but such cure must be completed within 120 days in any
event;
(B) when any other party commits any act or omission that
constitutes gross negligence, willful misconduct, fraud or reckless
disregard of its or their duties under this Agreement and that act or
omission results in material adverse consequences to the terminating
party;
(C) a final, unappealable judicial, regulatory or administrative
ruling or order in which any other party has been found guilty of
criminal or unethical behavior in the conduct of its business that
directly relates to the subject matter of the services provided
hereunder; or
(D) when any other party shall make a general assignment for the
benefit of its creditors or any proceeding shall be instituted by or
against the other party to adjudicate it as bankrupt or insolvent, or
to seek to liquidate, wind up, or reorganize the other party, or
protect or relieve its debts under any law, or to seek the entry of an
order for relief or the appointment of a receiver, trustee or other
similar official for it or for a substantial portion of its assets,
which proceeding shall remain unstayed for sixty (60) days or the
other party shall have taken steps to authorize any of the above
actions or has become unable to pay its debts as they mature.
c. If this Agreement is terminated by any party with respect to a Fund
(regardless of whether it is terminated pursuant to paragraph (b) above or
for any reason other than those specified in paragraph (b) above), such
Fund shall pay to Custodian on or before the date of such termination any
undisputed and unpaid fees owed to, and shall reimburse Custodian for any
undisputed and unpaid out-of-pocket costs and expenses owed to, Custodian
under this Agreement prior to its termination.
d. If either (1) a Fund terminates this Agreement with respect to such
Fund during the Initial Term for any reason other than those specified in
paragraph (b) above, or (2) the Custodian terminates this Agreement with
respect to a Fund during the Initial Term "For Cause" or the Fund's
"failure to pay" under subparagraphs (b)(3) or (b)(4) of this Section,
respectively, then such Fund shall be liable to the Custodian for all
provable actual damages of Custodian arising from such termination,
excluding punitive, special, indirect, incidental and consequential
damages, and shall reimburse all Costs and Expenses incurred by the
Custodian in connection with effecting such termination and converting such
Fund to a successor custodian, including without limitation the delivery to
such successor custodian, such Fund and/or such Fund's service providers,
any of the Fund's Assets, property, records, data, instruments and
documents. In addition, such Fund shall reimburse the Custodian promptly
for any actual, provable, extraordinary, non-customary and direct costs and
expenses (other than any Costs and Expenses) incurred by the Custodian in
connection with effecting such termination and converting such Fund to a
successor custodian, including without limitation the delivery to such
successor custodian, such Fund and/or such Fund's service providers, any of
such Fund's Assets, property, records, data, instruments and documents.
e. If either (1) the Custodian terminates this Agreement with respect
to a Fund at any time for any reason other than those specified in
paragraph (b) above, or (2) a Fund terminates this Agreement with respect
to such Fund at any time "For Cause" under subparagraph (b)(3) of this
Section, then the Custodian shall reimburse such Fund for any Costs and
Expenses incurred by such Fund in connection with converting the Assets of
such Fund to a successor custodian, including without limitation the
delivery to such successor custodian, such Fund and/or such Fund's service
providers, any of such Fund's Assets, property, records, data, instruments
and documents.
f. If this Agreement is terminated (1) by either the Custodian or a
Fund for "nonrenewal" under subparagraph (b)(1), (2) by the Custodian and a
Fund "upon mutual agreement" under subparagraph (b)(2), (3) by a Fund at
any time after the Initial Term for any reason other than those specified
in paragraph (b) above, or (4) by Custodian at any time after the Initial
Term "For Cause" or such Fund's "failure to pay" under subparagraphs (b)(3)
or (b)(4) of this Section, respectively, such Fund shall reimburse
Custodian promptly for any Costs and Expenses incurred by Custodian in
connection with effecting such termination and converting such Fund to a
successor custodian, including without limitation the delivery to such
successor custodian, such Fund and/or such Fund's service providers any of
such Fund's Assets, property, records, data, instruments and documents.
g. For purposes of this Section 7 of this Article IV, "Costs and
Expenses" incurred by a party shall mean any actual, provable, reasonable,
customary and direct costs and expenses incurred by such party. For
purposes of this Section 7 of this Article IV, Costs and Expenses shall not
include any wind-down costs, including, without limitation, non-cancelable
lease payments; severance payments due and payable to personnel of the
Custodian or its subcustodians (other than subcustodians that were engaged
by the Custodian at the instruction of a Fund); unused equipment expense;
and non-cancelable payments or termination charges regarding subcustodial
services that were not incurred at the instruction of a Fund and that
cannot be transferred or redeployed by Mellon.
Such party must provide the other party or parties with written
evidence of such costs and expenses before the other party or parties are
obligated to pay them. Such party also has a duty to mitigate, and must
exercise its duty to mitigate, such costs and expenses. Except as expressly
set forth herein, no party hereto shall be responsible for any costs and
expenses or damages of any kind whatsoever resulting from, related to or
otherwise in connection with the termination of this Agreement.
h. In the event that this Agreement is terminated by a party, the
parties hereto agree to cooperate and act in good faith to ensure an
orderly conversion of the Assets, property, records, data, instruments and
documents of the applicable Fund or Funds to a successor custodian with
respect to the services provided under this Agreement. Without limiting the
generality of the foregoing sentence, the Custodian agrees that, in the
event this Agreement is terminated by a party or the parties, it will
deliver a Fund's or the Funds' Assets, property, records, data, instruments
and documents to such Fund or the Funds, its or their successor service
providers and/or its or their other service providers, as the case may be,
in a non-proprietary, commerically-available format.
i. The termination of this Agreement with respect to any given Fund
shall in no way affect the continued validity of this Agreement with
respect to any other Fund. Furthermore, if, following termination of this
Agreement with respect to any given Fund, Custodian continues to perform
any one or more of the services governed hereby with the express consent of
such Fund, then the provisions of this Agreement, including without
limitation the provisions dealing with indemnification and compensation,
shall continue in full force and effect.
j. In the event notice of termination is given by the Custodian, which
notice shall be given at least 60 days prior to the date of termination
(notwithstanding the reason for termination), a 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, the Custodian may designate a successor custodian, which shall
be a person qualified to so act under the Act for such Fund. If a Fund
fails to designate a successor custodian, such Fund shall, upon the date
specified in the notice of termination, and upon the delivery by the
Custodian of all Assets then owned by such Fund, be deemed to be its own
custodian and the Custodian shall thereby be relieved of all obligations
under this Agreement other than the duty with respect to Securities held in
the Book-Entry System which cannot be delivered to such Fund.
k. Upon termination of the Agreement, the Custodian shall, upon
receipt of a notice of acceptance by the successor custodian, deliver to
the successor all Assets then held by the Custodian on behalf of a Fund,
after deducting all fees, expenses and other amounts owed, if any, that are
not disputed in good faith by such Fund.
l. Following termination, the Custodian will promptly forward income
and principal received, if any, with respect to a Fund, including but not
limited to tax reclaim payments for tax reclaims filed prior to
termination, to a designated successor custodian.
m. In the event of a dispute following the expiration or 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
directly related to the Fund shall be open to inspection and audit at reasonable
times by officers and representatives of the Fund 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 Certificate 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 of the Fund
setting forth the names and the positions 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.
One Mellon Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President and Associate General
Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Fund:
the address set forth on Appendix D for the Fund;
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 a Fund merger or reorganization where the fund
surviving from such merger or reorganization assumes the duties and
obligations of such Fund under this Agreement shall not require the
Custodian's consent; provided further, 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 under the 1940 Act. The Fund has the
requisite amount and scope of fidelity bond coverage required by Rule 17g-1
under the 1940 Act, and has directors' and officers' errors and omissions
insurance coverage. The Custodian will maintain a fidelity bond and an
insurance policy with respect to errors and omissions coverage in form and
amount that are commercially reasonable in light of Custodian's duties and
responsibilities under this Agreement.
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' Assets hereunder complies with applicable laws
and regulations, including without limitation the Act 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. 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. Each party represents and warrants
that the individual executing this Agreement on its behalf has the
requisite authority to bind the Fund or the Custodian to this Agreement.
The Fund has received and read the "Customer Identification Program
Notice", a copy of which is attached to this Agreement as Exhibit A.
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.
[Remainder of page intentionally left blank]
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.
MELLON BANK, N.A.
By: /s/ illegible
Title: First Vice President
DELAWARE GROUP ADVISER FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP CASH RESERVE, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS I, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS II, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS III, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS V, on behalf of its Series identified on
Appendix D
DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP INCOME FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Series
identified on Appendix D
DELAWARE GROUP TAX-FREE FUND, on behalf of its Series identified on
Appendix D
DELAWARE GROUP TAX-FREE MONEY FUND, on behalf of its Series identified
on Appendix D
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Series
identified on Appendix D
VOYAGEUR INSURED FUNDS, on behalf of its Series identified on Appendix D
DELAWARE INVESTMENTS MUNICIPAL TRUST, on behalf of its Series
identified on Appendix D
VOYAGEUR INTERMEDIATE TAX-FREE FUNDS, on behalf of its Series
identified on Appendix D
VOYAGEUR MUTUAL FUNDS, on behalf of its Series identified on Appendix D
VOYAGEUR MUTUAL FUNDS II, on behalf of its Series identified on
Appendix D
DELAWARE GROUP GOVERNMENT FUND, on behalf of its Series identified on
Appendix D
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Series
identified on Appendix D
DELAWARE POOLED TRUST, on behalf of its Series identified on Appendix D
VOYAGEUR MUTUAL FUNDS III, on behalf of its Series identified on
Appendix D
VOYAGEUR TAX FREE FUNDS, on behalf of its Series identified on Appendix
D
DELAWARE VIP TRUST, on behalf of its Series identified on Appendix D
DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL FUND, INC.
DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL DIVIDEND AND INCOME FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary of the Funds, do hereby certify that:
The following individuals have been duly authorized as Authorized Persons
to give Instructions on behalf of the Funds and each Series thereof and the
specimen signatures set forth opposite their respective names are their true and
correct signatures:
Name and Position Signature
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
Assistant Vice President
▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
Assistant Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
Dated:
Final Execution Version Delaware Funds
APPENDIX B
FUND OFFICERS
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary of the Funds, do hereby certify that:
The following individuals serve in the following positions with the Funds
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Funds' governing instruments:
Name Position
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman/President/Chief Executive Officer
▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President/Managing Director/
Chief Investment Officer, Fixed Income
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President/Head of Equity Investments
See ▇▇▇▇ ▇▇▇▇ Executive Vice President/Managing Director/
Chief Investment Officer, Fixed Income
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Senior Vice President/Chief Compliance Officer
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ Senior Vice President/Strategic Investment
Relationships and Initiatives/General Counsel
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ Senior Vice President/Treasurer
▇▇▇▇▇▇▇ ▇▇▇▇▇ Senior Vice President/Chief Financial Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Deputy General Counsel/Secretary
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Chief Investment Officer,
Emerging Growth Equity
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Head of Municipal Bond Investments
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Director of Municipal Research
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Investment Systems
Liu-▇▇ ▇▇▇▇ Senior Vice President/Senior Portfolio
Manager/Chief Investment Officer, Emerging
Markets
▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President/Senior Research Analyst
▇▇▇▇▇ ▇. Early Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇ ▇▇▇▇ Senior Vice President/Director of Credit Research
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Investment Accounting
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President/Senior Research Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Head of Equity Trading
▇▇▇▇ ▇▇▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Vice President/Senior Research Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Director Quantitative Research
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Director Chief Investment
Officer, Core Equity
▇▇▇ ▇▇▇▇▇ Senior Vice President/Chief Investment Officer,
International Equity
D. ▇▇▇▇▇ ▇▇▇▇ Senior Vice President/Chief Investment Officer,
Large Cap Value
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President/Head of High Yield
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ Senior Vice President/Chief Investment Officer-
Focus Growth Equity
▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Vice President/Senior Portfolio Manager
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President/Portfolio Manager/Senior Equity Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Senior Portfolio Manager
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Credit Research Analyst
▇▇▇▇ ▇▇▇▇▇▇▇ Vice President/Senior Research Analyst/Portfolio Manager
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Senior Portfolio Manager, Equity Analyst
▇▇▇▇▇▇▇ ▇. Broad Vice President/Senior Portfolio Manager, Equity Analyst
▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Client Services
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Portfolio Manager
Wen-▇▇▇ ▇▇▇▇ Vice President/Portfolio Manager
▇▇▇▇ ▇▇▇▇ Vice President/Emerging Markets Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Vice President/Associate General Counsel/Assistant
Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President/International Credit Research Analyst
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Senior Counsel/Assistant Secretary
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Senior Research Analyst
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Taxation
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Portfolio Manager, Equity Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Senior Research Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Investment Accounting
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Portfolio Manager, Equity Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Vice President/Portfolio Manager/Municipal Bond
Credit Analyst
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President/Senior Equity Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Equity Analyst
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President/Equity Analyst/Portfolio Manager
▇▇▇▇▇▇ ▇▇▇▇ Vice President/Senior Portfolio Manager
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Credit Research Analyst
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President/Senior Corporate Bond Trader
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Portfolio Manager, Research Analyst
▇▇▇▇▇▇ Hill Vice President/Head of Equity Quantitative Research
& Analytics
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Associate Equity Analyst II/Portfolio
Manager
▇▇▇▇▇▇▇▇ ▇▇▇▇ Vice President/Senior Research Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Senior Equity Analyst
Jordan ▇. ▇▇▇▇▇▇ Vice President/Senior Portfolio Manager
▇▇▇▇▇▇▇ ▇▇▇▇ Vice President/Portfolio Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Quantitative Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Vice President/Structured Products Analyst/Trader
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Financial Planning and Reporting
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Senior Equity Analyst/Portfolio Manager
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President/Portfolio Manager
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Senior Portfolio Manager
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Senior Research Aanlyst/Trader
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President/Structured Products Analyst/Trader
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Portfolio Manager/Senior Equity Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Derivatives Manager
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Portfolio Manager/Senior Equity Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Senior Portfolio Manager, Equity Analyst
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President/Quantitative Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Senior Credit Research Analyst
▇▇▇▇ ▇▇▇▇ Vice President/Senior Investment Specialist, Large
Cap Value Focus Equity
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President/Senior Municipal Credit Analyst
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Vice President/Equity Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President/Investment Accounting
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III Vice President/Portfolio Manager
▇▇▇▇▇▇▇ ▇▇▇▇ Vice President/Equity Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Vice President/Senior Portfolio Manager
▇▇▇▇ ▇. ▇▇▇▇▇ Vice President/Portfolio Manager
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President/Investment Accounting
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President/Senior Research Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President/Associate General Counsel/Assistant
Secretary
▇▇▇▇▇▇▇ ▇▇▇▇ Vice President/Senior Equity Analyst/Portfolio Manager
▇▇▇▇ ▇▇▇▇▇▇ Vice President/Credit Research Analyst
Guojia Zhang Vice President/Equity Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Vice President/Senior Compliance
Officer
▇▇▇ ▇▇▇▇▇▇ Assistant Vice President/Research Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Vice President/Counsel/Assistant Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Vice President/Corporate Actions
▇▇▇▇ ▇. ▇▇▇▇ Assistant Vice President/Legal Services
▇▇▇▇▇ ▇▇▇▇▇▇ Assistant Vice President/Legal Services
▇▇▇▇▇ ▇. ▇▇▇▇ Assistant Vice President/Investment Accounting
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Vice President/Credit Research Analyst
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Vice President/Counsel/Assistant Secretary
▇▇▇▇▇▇ ▇▇▇▇▇ Assistant Vice President/Associate Trader
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Assistant Vice President/Investment Accounting
▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Vice President/Quantitative Analyst Supervisor
▇▇▇▇▇▇▇ ▇▇▇▇▇ Assistant Vice President/Municipal Credit Analyst
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Assistant Vice President/Investment Accounting
▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Vice President/Equity Analyst
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Assistant Vice President/Investment Accounting
▇▇▇▇▇ ▇'▇▇▇▇▇ Assistant Vice President/Fixed Income Reporting Analyst
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ Assistant Vice President/Senior Compliance Officer
▇▇▇▇▇ ▇▇▇▇▇ Assistant Vice President/Equity Analyst
Udail K. Purmasetti Assistant Vice President/Credit Research Analyst I
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Vice President/Investment Accounting
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Assistant Vice President/Associate Trader
▇▇▇ ▇▇▇▇ Assistant Vice President/Research Analyst
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Senior Compliance Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
Dated:
APPENDIX C
SELECTED COUNTRIES
See attachment
* Note, the Fund or its investment adviser or subadviser, as the case may be
, shall be responsible for determining the Foreign Countries in which the
Fund may invest, and shall direct the Custodian from time to time as to the
Foreign Countries which have been approved for investment by the Fund.
** Note, the Custodian will not act as a Foreign Custody Manager with respect
to Assets held in this country. Holding Assets and use of Custodian'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.
GRAPHIC OMITTED - Current Subcustodial Network
TOTAL MARKETS INCLUDED IN MELLON GLOBAL SECURITIES SERVICES'
NETWORK 83
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Country Bank Start Depository
(Year agent bank relationship Date
established)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Argentina Citibank, Buenos Aires (2007) 1990 Caja de Valores Sociedad Anonima
(CVSA)
Central de Registracion y Liquidacion
(CRYL)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Australia Australia and New Zealand 1986 Austraclear
Banking Group Limited (2005) ASX Settlement & Transfer Corporation (ASTC)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Austria Bank Austria Creditanstalt AG, 1987 Oesterreichische Kontrollbank (OeKB)
Vienna (1990)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Bahrain HSBC, Manama (2001) 2001 Bahrain Stock Exchange
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Bangladesh Standard Chartered Bank, Dhaka (1993) 1993 Central Depository Bangladesh Limited
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Belgium BNP Paribas Securities Services, 1986 Caisse Interprofessionelle de Depots et
Brussels (2004) de Virement de Titres S.A. (CIK)
National Bank of Belgium (NBB)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ (▇▇▇▇) ▇▇▇▇ ▇▇▇▇▇▇▇ Securities Depository (BSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Botswana Barclays Bank of Botswana Limited, 1995 Bank of Botswana
Gaborone (2001)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Brazil Citibank N.A., Sao Paulo (1991) 1991 Companhia Brasileira de Liquidacao e
Custodia (CBLC)
Central of Custody and Financial
Settlement of Securities (CETIP)
Sistema Especial de Liquidacao e de
Custodia (SELIC)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Bulgaria HVB Bank Biochim, Sofia 2004 Bulgarian National Bank (BNB)
(2004) Bulgaria Central Security Depository
(CDAD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Canada Canadian Imperial Bank of Commerce, 1986 The Canadian Depository for Securities
Toronto (1993) Ltd. (CDS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Chile BankBoston, Santiago (1993) 1993 Deposito Central de Valores (DCV)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
June 2007
Current Subcustodial Network
Mellon Global Securities Services
The information contained in this report is presented as a compilation of
information gathered from various sources that are believed to be accurate.
While every care has been taken in assembling and verifying this information,
Mellon Global Securities Services accepts no liability for the correctness or
completeness of information provided in this document. This document is not
intended to be used as the basis for decisions to invest or not to invest in any
given country, nor should this report be considered to constitute investment
advice. This report may not be reproduced or distributed without the explicit
written consent of Mellon Global Securities Services. C:\Documents and
Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07.doc
-------------------- -------------------------------------- ------------------ --------------------------------------------
Country Bank Start Depository
(Year agent bank relationship Date
established)
-------------------- -------------------------------------- ------------------ --------------------------------------------
China A HSBC Bank (China) Company Limited 2006 The China Securities Depository and
(1992) Clearing Corporation LTD, Shanghai
(CSDCC Shanghai)
The China Securities Depository and
Clearing Corporation LTD, Shenzhen
(CSDCC Shenzhen)
-------------------- -------------------------------------- ------------------ --------------------------------------------
China B HSBC Bank (China) Company Limited 1992T he China Securities Depository and
(1992) Clearing Corporation LTD, Shanghai
(CSDCC Shanghai)
The China Securities Depository and
Clearing Corporation LTD, Shenzhen
(CSDCC Shenzhen)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Clearstream 1986 Clearstream Banking S.A., Luxembourg
-------------------- -------------------------------------- ------------------ --------------------------------------------
Colombia Cititrust Colombia S.A., (2005) 1994 Deposito Centralizado de Valores de
Colombia (DECEVAL)
Deposito Central de Valores (DCV)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Croatia HVB Zagrebacka banka d.d. 2001 The Central Depository Agency (SDA)
Zagreb (2001)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Cyprus EFG Eurobank Ergasias SA. 2007 Central Depository and Central Registry
(2006) (CDCR)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Czech Republic Citibank A.S., Prague (2004) 1993 Stredisko Cennych Papiru (SCP)
Czech National Bank (CNB)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Denmark Skandinaviska Enskilda Banken, 1986 The Danish Securities Centre
Copenhagen (2003) (Vaerdipapircentralen, VP)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Egypt Citibank, N.A., Cairo (1998) 1996 Misr Company for Clearing, Settlement and
Central Depository (MCSD)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Estonia Scandinaviska Enskilda Banken (SEB), 1997 The Estonian Central Depository for
Tallinn (2005) Securities (ECDS)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Euroclear 1980 Euroclear Bank S.A., Belgium
-------------------- -------------------------------------- ------------------ --------------------------------------------
Finland ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities
Helsinki (1991) Depository (NCSD)
-------------------- -------------------------------------- ------------------ --------------------------------------------
France BNP Paribas Securities Services, 1986 Euroclear France SA
Paris (1987)
-------------------- -------------------------------------- ------------------ --------------------------------------------
Germany Paribas Securities Services, 1986 Clearstream Banking AG, Frankfurt
Frankfurt (2004) (CFB)
-------------------- -------------------------------------- ------------------ --------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ---
Limited, Accra (2001)
-------------------- -------------------------------------- ------------------ --------------------------------------------
June 2007
Current Subcustodial Network
Mellon Global Securities Services
The information contained in this report is presented as a compilation of
information gathered from various sources that are believed to be accurate.
While every care has been taken in assembling and verifying this information,
Mellon Global Securities Services accepts no liability for the correctness or
completeness of information provided in this document. This document is not
intended to be used as the basis for decisions to invest or not to invest in any
given country, nor should this report be considered to constitute investment
advice. This report may not be reproduced or distributed without the explicit
written consent of Mellon Global Securities Services. C:\Documents and
Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07.doc
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Country Bank Start Depository
(Year agent bank relationship Date
established)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Greece EFG Eurobank Ergasias S.A. 1989 Central Securities Depository S.A.
(2006) (CSD)
Bank of Greece (BoG)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Hong Kong HSBC, Hong Kong (1986) 1986 The Hong Kong Securities Clearing
Company Limited (HKSCC)
Central Money Market Unit (CMU)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Hungary Unicredit Bank Hungary Zrt. 1993 Central Depository and Clearing House
(1996) Limited (KELER)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Iceland Glitnir banki HF (2002) 2002 Icelandic Securities Depository Ltd
-------------------- -------------------------------------- ----------------- ---------------------------------------------
India HSBC, Mumbai (1992) 1992 National Securities Depository Limited
(NSDL)
Central Depository Services Limited
(CSDL)
Reserve Bank of India (RBI)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Indonesia HSBC, Jakarta (1990) 1990 PT Kustodian Sentral Efek Indonesia
(PTKSEI)
Bank Indonesia (BI)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Ireland Mellon Bank N.A., London 1988 CRESTCo
Branch (2004) Euroclear Operations Center (EOC)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Israel Citibank N.A., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ Stock Exchange Clearing
House, Ltd. (TASECH)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Italy BNP Paribas Securities Services, 1986 Monte Titoli S.p.A.
Milan (1996)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Japan For ABN Amro Mellon clients ▇▇▇▇ ▇▇▇▇▇ Securities Depository Center
and Mellon Bank clients: (JASDEC)
HSBC, Tokyo (2003) Bank of Japan (BoJ)
For CIBC Mellon clients:
The Bank of Tokyo-Mitsubishi
UFJ, Ltd. (2007)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Jordan HSBC, Amman (2004) 1991 Jordan Securities Depository Center
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Kazakhstan HSBC, Kazakhstan (2002) 2002 Central Depository of Securities (CDS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Kenya Barclays Bank of Kenya 1996 The Central Bank of Kenya
Limited, Nairobi (2001)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Latvia Scandinaviska Enskilda Banken 2004 The Latvian Central Depository (LCD)
(SEB), (2005)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
June 2007
Current Subcustodial Network
Mellon Global Securities Services
The information contained in this report is presented as a compilation of
information gathered from various sources that are believed to be accurate.
While every care has been taken in assembling and verifying this information,
Mellon Global Securities Services accepts no liability for the correctness or
completeness of information provided in this document. This document is not
intended to be used as the basis for decisions to invest or not to invest in any
given country, nor should this report be considered to constitute investment
advice. This report may not be reproduced or distributed without the explicit
written consent of Mellon Global Securities Services. C:\Documents and
Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07.doc
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Country Bank Start Depository
(Year agent bank relationship Date
established)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Lebanon HSBC, Beirut (2001) 2001 Custodian and Clearing Center of
Financial Instruments for Lebanon and
the Middle East (Midclear)
Banque du Liban, BDL (Central Bank of
Lebanon)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Lithuania Scandinaviska Enskilda Banken (SEB), 2004 The Central Securities Depository of
(2005) Lithuania (CSDL)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Luxembourg Euroclear Bank S.A., Brussels (2007) 1987 Clearsteam Banking S.A., Luxembourg
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Malaysia Citibank Berhad (2004) 1989 Bursa Malaysian Central Depository
Sdn. Berhad (MCD)
Bank Negara Malaysia (Central Bank of
Malaysia)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Mauritius HSBC, Port Louis (1994) 1994 The Central Depository and Settlement
Company Limited (CDS)
The Bank of Mauritius (BoM)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Mexico Banco Santander Serfin, S.A. (2001) 1988 SD Indeval S.A. de C.V.
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Morocco Societe Generale Marocaine de 1998 Maroclear
Banques, Casablanca (2004)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
The Netherlands ABN Amro Mellon Global Securities ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Services B.V. (2005)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
New Zealand Australia and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities
Group Limited (2005) Depository Ltd. (NZCSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Norway Nordea Bank Norge ASA, Oslo (2003) 1986 Norwegian Central Securities
Depository, Verdipapirsentralen (VPS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Oman HSBC, Ruwi (2001) 2001 The Muscat Depository and Securities
Registration Company (MDSRC)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Pakistan Deutsche Bank AG, Karachi (1991) 1991 Central Depository Company of Pakistan
Limited (CDC)
State Bank of Pakistan (SBP)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Peru ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ (▇▇▇▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ y Liquidaciones
(CAVALI)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
The HSBC, Manila (1990) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Central Depository (PCD)
Philippines Registry of Scripless Securities (▇▇▇▇)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Poland Bank Handlowy w Warszawie SA., 1992 National Depository of Securities (NDS)
Warsaw (2004) Central Register for Treasury Bills
(CRBS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
June
2007
Current Subcustodial
Network
Mellon Global Securities Services
The information contained in this report is presented as a compilation of
information gathered from various sources that are believed to be accurate.
While every care has been taken in assembling and verifying this information,
Mellon Global Securities Services accepts no liability for the correctness or
completeness of information provided in this document. This document is not
intended to be used as the basis for decisions to invest or not to invest in any
given country, nor should this report be considered to constitute investment
advice. This report may not be reproduced or distributed without the explicit
written consent of Mellon Global Securities Services. C:\Documents and
Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07.doc
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Country Bank Start Depository
(Year agent bank relationship Date
established)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Portugal Banco Commercial Portugues 1988 Sociedade Gestora de Liquidacao e de
S.A., Lisbon (1997) Sistemas Centralizados de Valores
Mobiliarios (INTERBOLSA)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Romania HVB Tiriac Bank, Bucharest 1999 The National Company for Clearing,
S.A. (1999) Settlement and Depository for Securities
(SNCDD)
National Bank of Romania (NBR)
Central Depository S.A.
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Russia ZAO Commercial Bank Citibank (2005) 1997 Depository Clearing Company (DCC)
National Depository Center (NDC)
The Bank for Foreign Trade (VTB)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Serbia Bank Austria A.G., Belgrade 2007 Central Securities Depository (CSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Singapore The Development Bank of 1987 Central Depository (Pte) Ltd. (CDP)
Singapore, Singapore (1987) Monetary Authority of Singapore (MAS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Slovakia UniCredit Bank A.S. (2004) ▇▇▇▇ ▇▇▇▇▇▇ Center for Securities (SCP)
National Bank of Slovakia (NBS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Slovenia Bank Austria A.G., Ljubljana 1998 The Central Securities Clearing
(1998) Corporation (KDD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
South Societe Generale, Johannesburg 1994 The Central Depository Limited (CD)
Africa (2003) Share Transactions Totally Electronic
(STRATE)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
South Korea HSBC, Seoul (2003) 1991 Korea Securities Depository (KSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Spain Santander Investment Services, 1986 Servicio de Compensacion Y
S.A. (1997) Liquidacion de Valores (SCLV)
Central Bank (Banco de Espana)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Sri Lanka HSBC, Colombo (1991) 1991 Central Depository Systems Private
Limited (CDS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Sweden Skandinaviska Enskilda Banken, 1986 Finnish-Swedish Central Securities
Stockholm (2003) Depository (NCSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Switzerland Union Bank of ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Securities Services Corporation -
Zurich (2003) SegaIntersettle AG (SIS)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Taiwan Standard Chartered Bank (SCB), 1993 Taiwan Depository & Clearing
Taipei (2006) Corporation (TDCC)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Thailand HSBC, Bangkok Branch (1988) 1988 The Thailand Securities Depository
Company Limited (TSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Tunisia Banque Internationale Arabe de 2007 Societe Interprofessionelle pour la
Tunisie, Tunis Compensation et le Depots des Valeurs
Mobilieres (STICODEVAM)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
June 2007
Current Subcustodial
Network
Mellon Global Securities Services
The information contained in this report is presented as a compilation of
information gathered from various sources that are believed to be accurate.
While every care has been taken in assembling and verifying this information,
Mellon Global Securities Services accepts no liability for the correctness or
completeness of information provided in this document. This document is not
intended to be used as the basis for decisions to invest or not to invest in any
given country, nor should this report be considered to constitute investment
advice. This report may not be reproduced or distributed without the explicit
written consent of Mellon Global Securities Services. C:\Documents and
Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07.doc
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Country Bank Start Depository
(Year agent bank relationship Date
established)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Turkey Citibank A.S., Istanbul (2001) 1990 Central Registry Agency (CRA)
Central Bank of Turkey (CBT)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Uganda Barclays Bank of Uganda, 2002 ----
Kampala (2002)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Ukraine Joint Stock Commercial Bank 2002 The National Bank of the Ukraine
HypoVereinsbank, Ukraine Depository (NBU)
(JSCB HVB) (2002) The Interregional Securities Union (IRSU)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
United HSBC, Dubai (2007) 2007 Dubai Financial Market - CDS
Arab department
Emirates (DFM)
Abu Dhabi Securities Market - CSD
department
(ADSM)
DIFX Central Securities Depository
(CSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
United Kingdom Mellon Global Securities 1986 CRESTCo
Services, London (2003)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
United States Mellon Bank N.A. (1983) 1983 Depository Trust & Clearing Corporation
(DTCC)
National Securities Clearing Corporation
(NSCC)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Uruguay BankBoston, Montevideo (1997) 1997 Banco Central del Uruguay (BCU)
ABN AMRO - Agency Bolsa de Valores
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Venezuela Citibank, N.A., Caracas (1990) 1990 Caja Venezolana de Valores (CVV)
The Central Bank of Venezuela (BCV)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Vietnam Standard Chartered Bank, Hanoi 2007 Vietnam Securities Depository (VSD)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Zambia Barclays Bank of Zambia 1996 The Lusaka Stock Exchange Central
Limited, Lusaka (2001) Shares Depository Limited (▇▇▇▇ CSD)
The Bank of Zambia
-------------------- -------------------------------------- ----------------- ---------------------------------------------
Zimbabwe Barclays Bank of Zimbabwe 1995 ---
Limited, Harare (2001)
-------------------- -------------------------------------- ----------------- ---------------------------------------------
June
2007
Current Subcustodial
Network
Mellon Global Securities Services
The information contained in this report is presented as a compilation of
information gathered from various sources that are believed to be accurate.
While every care has been taken in assembling and verifying this information,
Mellon Global Securities Services accepts no liability for the correctness or
completeness of information provided in this document. This document is not
intended to be used as the basis for decisions to invest or not to invest in any
given country, nor should this report be considered to constitute investment
advice. This report may not be reproduced or distributed without the explicit
written consent of Mellon Global Securities Services. C:\Documents and
Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07.doc
Final Execution Version Delaware Funds
APPENDIX E FEE SCHEDULE
-----------------------
Basis Point/ Unit Cost
-----------------------
Administrative Fee
Domestic
-----------------------
1/10 basis point (.000010) on domestic assets 0.10
-----------------------
Global
-----------------------
Developed Markets Category 1 3.00
-----------------------
-----------------------
Developed Markets Category 2 4.50
-----------------------
-----------------------
Developed Markets Category 3 7.00
-----------------------
-----------------------
Intermediate Markets Category 4 12.00
-----------------------
-----------------------
Intermediate Markets Category 5 20.00
-----------------------
-----------------------
Emerging Markets- Category 6 40.00
-----------------------
Structural Charges
-----------------------
Per Domestic Account waived
-----------------------
-----------------------
Per Global Account waived
-----------------------
-----------------------
Per Fund of Fund waived
-----------------------
-----------------------
Third party Lending Support (per fund) 5,000.00
-----------------------
Transaction Fee
Domestic
-----------------------
Per Depository or Fed Eligible Transaction $1.00
-----------------------
-----------------------
Per Physical Transaction $15.00
-----------------------
-----------------------
Per Fed Funds Wire Received Or Delivered $3.00
-----------------------
-----------------------
Per Paydown $1.00
-----------------------
-----------------------
Per Option (per Write, Close, Expire, or Exercise) $5.00
-----------------------
-----------------------
Per Forward Contract $20.00
-----------------------
-----------------------
Per F/X Not Executed At Mellon $30.00
-----------------------
-----------------------
Per Security Segregation $3.00
-----------------------
Global
-----------------------
Developed Markets Category 1 $25.00
-----------------------
-----------------------
Developed Markets Category 2 $25.00
-----------------------
-----------------------
Developed Markets Category 3 $25.00
-----------------------
-----------------------
Intermediate Markets Category 4 $50.00
-----------------------
-----------------------
Intermediate Markets Category 5 $60.00
-----------------------
-----------------------
Emerging Markets- Category 6 $85.00
-----------------------
Conversion and Implementation Costs
-----------------------
Conversion and Implementation Waived (see Notes)
-----------------------
Workbench Information Delivery
Client Reporting
-----------------------
Unlimited Workbench User IDs*
-----------------------
Customized Report Development
-----------------------
Per Report (Minimum) for One-time Development Fee $1,000.00
-----------------------
-----------------------
Per Report Annual Maintenance Fee $500.00
-----------------------
-----------------------
Per Hour for Special Projects $150.00
-----------------------
--------------------------------------------------------------------------------
NOTES
--------------------------------------------------------------------------------
Custodian will pass through to the client any out-of-pocket expenses associated
with the following:
--------------------------------------------------------------------------------
o Worldwide custody, including but not limited to, postage, courier expenses,
registration fees, stamp duties, and fed wire fees, etc.
--------------------------------------------------------------------------------
o Postage and courier expenses associated with delivery of reports
--------------------------------------------------------------------------------
o Proxy or tender solicitation expenses incurred with respect to our duties
--------------------------------------------------------------------------------
o Charges for customized reporting development, programming, interface
development and maintenance at $150 per hour
--------------------------------------------------------------------------------
o Costs on client specific, customized vendor feeds or data services used to
support client customized reporting
--------------------------------------------------------------------------------
o Communication and hardware expenses including terminals, printers and
leased lines required to support data transmissions to/from Custodian
--------------------------------------------------------------------------------
o Legal charges for extraordinary events, such as lawsuits, client initiated
events and regulatory audits, etc.
--------------------------------------------------------------------------------
o The U.S. depository, physical and foreign market transaction categories
will include buys and sells in the appropriate market, free trades,
maturities, corporate action transactions, pairoff transactions, repurchase
agreements, cross trades and fund mergers as well as transfers out of
Custodian as it relates to a deconversion or transactions related to a
transfer in kind. Subject to the provisions of Article IV, Section 7(f) and
7(g) of the Agreement to which this Appendix E is attached, (i)
transactions related to the change of a sub-custodian will not be billed,
nor will transactions related to a conversion of assets into Custodian be
billed and (ii) Custodian will not charge transaction fees for security
movements related to securities lending provided that Custodian or its
affiliate is the securities lending agent.
--------------------------------------------------------------------------------
o Memo items and non-affiliated/external sweep products will be included as a
U.S. depository transaction.
--------------------------------------------------------------------------------
o Non-U.S. cash transfers to/from an outside party are included under foreign
market transactions. (Excludes cash transfers between accounts within
Custodian's Subcustodian network.)
--------------------------------------------------------------------------------
Additional fees may apply in situations where the following may occur: client's
billing requirements are exceptional, client requires "rush" service or systems
development, clients require consulting services and / or manual or otherwise
exceptional pricing for securities, Tax Department support work, or client
requires on-site training.
--------------------------------------------------------------------------------
Market Tiers:
--------------------------------------------------------------------------------
Developed Markets
--------------------------------------------------------------------------------
Category 1: Canada, Euroclear, France, Germany, Italy, Japan, Netherlands, New
Zealand, Spain, Sweden, Switzerland, United Kingdom, CEDEL
--------------------------------------------------------------------------------
Category 2: Austria, Australia, Belgium, Denmark, Finland, Ireland, Luxembourg,
Mexico, Norway, South Africa
--------------------------------------------------------------------------------
Category 3: Argentina, Brazil, Hong Kong, Malaysia, Portugal, Singapore, South
Korea, Sri Lanka, Thailand, Turkey
--------------------------------------------------------------------------------
Intermediate Markets
--------------------------------------------------------------------------------
Category 4: Czech Republic, Greece, Hungary, Indonesia, Israel, Peru, Taiwan,
Zimbabwe
--------------------------------------------------------------------------------
Category 5: ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
Philippines, Poland, Uruguay
--------------------------------------------------------------------------------
Emerging Markets
--------------------------------------------------------------------------------
Category 6: Chile, China - Shanghai, China - Shenzhen, Colombia, Cyprus, Egypt,
Estonia, India, Jordan, Morocco, Russia, Slovak Republic, Venezuela, Zambia
--------------------------------------------------------------------------------
Final Execution Version Delaware Funds
--------------------------------------------------------------------------------
Earnings credits and Overdraft Fees:
--------------------------------------------------------------------------------
Earnings credits and overdraft rates will be calculated monthly on the
basis of the following formula: The Account 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 Client, 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 Account 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 Account
is less than zero (an "overdraft"), the overdraft amount will be
subject to a charge calculated by taking the amount of the overdraft
multiplied by the Overnight Federal Funds Rate (defined below) plus
.50% divided by 365 days. 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.
--------------------------------------------------------------------------------
Initial Custody Conversion Fee Waiver
--------------------------------------------------------------------------------
Custodian will not charge custody transaction charges (per this fee schedule)
related to the initial conversion of assets to Custodian.
Custodian will not pass thru global custody market charges (including but not
limited to, postage, courier expenses, registration fees, stamp duties, and fed
wire fees, etc.) related to the initial conversion of assets to Custodian
provided that the securities are properly registered at current custodian.
--------------------------------------------------------------------------------
FEES WILL BE PAYABLE AS FOLLOWS
--------------------------------------------------------------------------------
Fees will be calculated and billed on a monthly basis. Fees not paid within 60
days of the due date will be subject to a late charge of 1.5% of the amount
billed. Additional charges of 1.5% per month will be incurred for each
additional month fees remain unpaid.
--------------------------------------------------------------------------------
MELLON BANK, N.A.
By: /s/ illegible
Title: First Vice President
DELAWARE GROUP ADVISER FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP CASH RESERVE, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS I, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS II, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS III, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS V, on behalf of its Series identified on
Appendix D
DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP INCOME FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Series
identified on Appendix D
DELAWARE GROUP TAX-FREE FUND, on behalf of its Series identified on
Appendix D
DELAWARE GROUP TAX-FREE MONEY FUND, on behalf of its Series identified
on Appendix D
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Series
identified on Appendix D
VOYAGEUR INSURED FUNDS, on behalf of its Series identified on Appendix D
DELAWARE INVESTMENTS MUNICIPAL TRUST, on behalf of its Series
identified on Appendix D
VOYAGEUR INTERMEDIATE TAX-FREE FUNDS, on behalf of its Series
identified on Appendix D
VOYAGEUR MUTUAL FUNDS, on behalf of its Series identified on Appendix D
VOYAGEUR MUTUAL FUNDS II, on behalf of its Series identified on
Appendix D
DELAWARE GROUP GOVERNMENT FUND, on behalf of its Series identified on
Appendix D
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Series
identified on Appendix D
DELAWARE POOLED TRUST, on behalf of its Series identified on Appendix D
VOYAGEUR MUTUAL FUNDS III, on behalf of its Series identified on
Appendix D
VOYAGEUR TAX FREE FUNDS, on behalf of its Series identified on Appendix
D
DELAWARE VIP TRUST, on behalf of its Series identified on Appendix D
DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL FUND, INC.
DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL DIVIDEND AND INCOME FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
EXHIBIT A
CUSTOMER IDENTIFICATION PROGRAM NOTICE
[GRAPHIC OMITTED]MELLON
--------------------------------------------------------------------------------
CUSTOMER IDENTIFICATION PROGRAM NOTICE
--------------------------------------------------------------------------------
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
To help the government fight the funding of terrorism and money laundering
activities, all financial institutions are required by law to obtain, verify and
record information that identifies each individual or entity that opens an
account.
--------------------------------------------------------------------------------
What this means for you: When you open an account, we will ask you for your
name, address, taxpayer or other government identification number and other
information, such as date of birth for individuals, that will allow us to
identify you. We may also ask to see identification documents such as a driver's
license, passport or documents showing existence of the entity.
--------------------------------------------------------------------------------
Rev. 09/03