Exhibit 99.G3
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
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DEFINITIONS..................................................... 2
ARTICLE I - CUSTODY PROVISIONS ................................. 4
1. Appointment of Custodian................................... 4
2. Custody of Cash and Securities............................. 4
3. Settlement of Series Transactions.......................... 9
4. Lending of Securities...................................... 10
5. Persons Having Access to Assets of the Series.............. 10
6. Standard of Care; Scope of Custodial Responsibilities...... 10
7. Appointment of Subcustodians............................... 12
8. Overdraft Facility and Security for Payment................ 12
9. Tax Obligations............................................ 13
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES................... 15
1. Delegation................................................. 15
2. Changes to Appendix C...................................... 15
3. Reports to Board........................................... 15
4. Monitoring System.......................................... 15
5. Standard of Care.......................................... 15
6. Use of Securities Depositories............................. 15
ARTICLE III - Information Services.............................. 16
1. Risk Analysis.............................................. 16
2. Monitoring of Securities Depositories...................... 16
3. Use of Agents.............................................. 16
4. Exercise of Reasonable Care................................ 16
5. Liabilities and Warranties................................. 16
ARTICLE IV - GENERAL PROVISIONS................................. 17
1. Compensation............................................... 17
2. Insolvency of Foreign Custodians........................... 18
3. Liability for Depositories................................. 18
4. Damages.................................................... 18
5. Indemnification; Liability of the Series................... 18
6. Force Majeure.............................................. 19
7. Termination................................................ 19
8. Inspection of Books and Records............................ 20
9. Miscellaneous.............................................. 20
APPENDIX A - Authorized Persons................................. ▇▇
▇▇▇▇▇▇▇▇ ▇ - Fund Officers...................................... 24
APPENDIX C - Selected Countries................................. 25
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AMENDED AND RESTATED
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
This AGREEMENT is effective as of May 16, 2002, and is between Delaware
Investments Family of Funds, registered investment companies listed on Appendix
D hereto (each a "Fund") on behalf of certain of their respective series as
listed on Appendix D (individually and collectively the "Series") and MELLON
BANK, N.A., (the "Custodian") a national banking association with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian desire to amend and restate the
terms of their existing Custody Agreement effective November 1, 2000 and to
continue the Custody Agreement in the manner described below;
WHEREAS, the Funds are authorized to issue shares in separate series
with each such series representing interests in a separate portfolio of
securities and other assets, and the Funds have made the Series listed on
Appendix D subject to this Agreement (each such series, together with all other
series subsequently established by the Funds and made subject to the Agreement
in accordance with terms hereof, shall be referred to as a "Series" and
collectively as the "Series");
WHEREAS, the Funds and the Custodian desire to set forth their agreement
with respect to the custody of the Series' Securities and cash and the
processing of Securities transactions;
WHEREAS, the Board desires to delegate certain of its responsibilities
for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of
Rule 17f-5 to the Custodian as a Foreign Custody Manager; and
WHEREAS, the Custodian agrees to accept such delegation with respect to
Assets, including those held by Foreign Custodians in the Selected Countries as
set forth in jurisdictions listed on Appendix C as set forth in Article II;
WHEREAS, the Custodian agrees to perform the function of a Primary
Custodian under Rule 17f-7;
NOW THEREFORE, the Funds and the Custodian agree as follows:
DEFINITIONS
The following words and phrases, unless the context requires otherwise, shall
have the following meanings:
1. "ACT": the Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to time.
2. "AGREEMENT": this agreement and any amendments.
3. "ASSETS": any of the Series' investments, including foreign
currencies and investments for which the primary market is
outside the United States, and such cash and cash equivalents as
are reasonably necessary to effect the Series' transactions in
such investments.
4. "AUTHORIZED PERSON": the Chairman of each Fund's Board, its
President, and any Executive Vice President, Senior Vice
President, Vice President, Secretary, Treasurer, Assistant
Secretary, Assistant Treasurer, Controller or Assistant Vice
President or any other person, whether or not any such person is
an officer or employee of a Fund, duly authorized by the Board
to add or delete jurisdictions pursuant to Article II and to
give Instructions on behalf of a Series which is listed in the
Certificate annexed hereto as Appendix A or such other
Certificate as may be received by the Custodian from time to
time.
5. "BOARD": the Board of Directors (or the body authorized to
exercise authority similar to that of the board of directors of
a corporation) of each Fund.
6. "BOOK-ENTRY SYSTEM": the Federal Reserve/Treasury book-entry
system for United States and federal agency Securities, its
successor or successors and its nominee or nominees.
7. "BUSINESS DAY": any day on which the Series, the Custodian, the
Book-Entry System and appropriate clearing corporation(s) are
open for business.
8. "CERTIFICATE": any notice, instruction or other instrument in
writing, authorized or required by this Agreement to be given to
the Custodian, which is actually received by the Custodian and
signed on behalf of a Series by an Authorized Person or Persons
designated by the Board to issue a Certificate.
9. "ELIGIBLE SECURITIES DEPOSITORY": the meaning of the term set
forth in Rule 17f-7(b)(1).
10. "FOREIGN CUSTODIAN": (a) a banking institution or trust company
incorporated or organized under the laws of a country other than
the United States, that is regulated as such by the country's
government or an agency of the country's government; (b) a
majority-owned direct or indirect subsidiary of a U.S. Bank or
bank-holding company; or (c) any entity other than a Securities
Depository with respect to which
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exemptive or no-action relief has been granted by the Securities
and Exchange Commission. For the avoidance of doubt, the term
"Foreign Custodian" shall not include Euroclear, Clearstream,
Bank One or any other transnational system for the central
handling of securities or equivalent book-entries regardless of
whether or not such entities or their service providers are
acting in a custodial capacity with respect to Assets,
Securities or other property of the Series.
11. "INSTRUCTIONS": directions and instructions to the Custodian
from an Authorized Person in writing by facsimile or electronic
transmission subject to the Custodian's practices or any other
method specifically agreed upon, provided that the Custodian
may, in its discretion, accept oral directions and instructions
from an individual it reasonably believes to be an Authorized
Person and may require confirmation in writing.
12. "PRIMARY CUSTODIAN": the meaning set forth in Rule 17f-7(b)(2).
13. "PROSPECTUS": the Series' current prospectus and statement of
additional information relating to the registration of the
Series' Shares under the Securities Act of 1933, as amended.
14. "RISK ANALYSIS": the analysis required under Rule
17f-7(a)(1)(i)(A).
15. "RULES 17F-4, 17F-5 AND 17F-7": such Rules as promulgated under
Section 17(f) of the Act, as such rules (and any successor rules
or regulations) may be amended from time to time.
16. "SECURITY" or "SECURITIES": bonds, debentures, notes, stocks,
shares, evidences of indebtedness, and other securities,
commodities, interests and investments from time to time owned
by the Series.
17. "SECURITIES DEPOSITORY": a system for the central handling of
securities as defined in Rule 17f-4.
18. "SELECTED COUNTRIES": the jurisdictions listed on Appendix C as
such may be amended from time to time in accordance with Article
II.
19. "SHARES": shares of the Series, however designated.
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ARTICLE I
CUSTODY PROVISIONS
1. APPOINTMENT OF CUSTODIAN. The Board appoints, and the Custodian accepts
appointment as custodian of all the Securities and monies at the time
owned by or in the possession of the Series during the period of this
Agreement.
2. CUSTODY OF CASH AND SECURITIES.
(a) Receipt and Holding of Assets. The Series will deliver or cause
to be delivered to the Custodian all Securities and monies owned
by it at any time during the period of this Agreement. The
Custodian will not be responsible for such Securities and monies
until actually received. The Board specifically authorizes the
Custodian to hold Securities, Assets or other property of the
Series with any domestic subcustodian, or Securities Depository,
and Foreign Custodians or Eligible Securities Depositories in
the Selected Countries as provided in Article II. Securities and
monies of the Series deposited in a Securities Depository or
Eligible Securities Depositories will be reflected in an account
or accounts which include only assets held by the Custodian or a
Foreign Custodian for its customers.
(b) Disbursements of Cash and Delivery of Securities. The Custodian
shall disburse cash or deliver out Securities only for the
purposes listed below. Instructions must specify or evidence the
purpose for which any transaction is to be made and the Series
shall be solely responsible to assure that Instructions are in
accord with any limitations or restrictions applicable to the
Series.
(1) In payment for Securities purchased for the applicable
Series;
(2) In payment of dividends or distributions with respect to
Shares;
(3) In payment for Shares which have been redeemed by the
applicable Series;
(4) In payment of taxes;
(5) When Securities are sold, called, redeemed, retired, or
otherwise become payable;
(6) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment;
(7) Upon conversion of Securities pursuant to their terms
into other securities;
(8) Upon exercise of subscription, purchase or other similar
rights represented by Securities;
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(9) For the payment of interest, management or supervisory
fees, distributions or operating expenses;
(10) In payment of fees and in reimbursement of the expenses
and liabilities of the Custodian attributable to the
applicable Series;
(11) In connection with any borrowings by the applicable
Series or short sales of securities requiring a pledge
of Securities, but only against receipt of amounts
borrowed;
(12) In connection with any loans, but only against receipt
of adequate collateral as specified in Instructions
which shall reflect any restrictions applicable to the
Series.
(13) For the purpose of redeeming Shares of the capital stock
of the applicable Series and the delivery to, or the
crediting to the account of, the Custodian or the
applicable Series' transfer agent, such Shares to be
purchased or redeemed;
(14) For the purpose of redeeming in kind Shares of the
applicable Series against delivery to the Custodian, its
Subcustodian or the Series' transfer agent of such
shares to be so redeemed;
(15) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a
broker-dealer registered under the Securities Exchange
Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc.
("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the
Fund. The Custodian will act only in accordance with
Instructions in the delivery of Securities to be held in
escrow and will have no responsibility or liability for
any such Securities which are not returned promptly when
due other than to make proper requests for such return;
(16) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from
Securities or related transactions;
(17) Upon the termination of this Agreement; and
(18) For other proper purposes as may be specified in
Instructions issued by an officer of the Fund which
shall include a statement of the purpose for which the
delivery or payment is to be made, the amount of the
payment or specific Securities to be delivered, the name
of the person or persons to whom delivery or payment is
to be made, and a Certificate stating that the purpose
is a proper purpose under the instruments governing the
Fund.
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(c) Actions Which May be Taken Without Instructions. Unless an
Instruction to the contrary is received, the Custodian shall:
(1) Collect all income due or payable, provided that the
Custodian shall not be responsible for the failure to
receive payment of (or late payment of) distributions or
other payments with respect to Securities or other
property held in the account;
(2) Present for payment and collect the amount payable upon
all Securities which may mature or be called, redeemed,
retired or otherwise become payable. Notwithstanding the
foregoing, the Custodian shall have no responsibility to
the Series for monitoring or ascertaining any call,
redemption or retirement dates with respect to put bonds
or similar instruments which are owned by the Series and
held by the Custodian or its nominees where such dates
are not published in sources routinely used by the
Custodian. Nor shall the Custodian have any
responsibility or liability to the Series for any loss
by the Fund for any missed payments or other defaults
resulting therefrom, unless the Custodian received
timely notification from the Series specifying the time,
place and manner for the presentment of any such put
bond owned by the Series and held by the Custodian or
its nominee. The Custodian shall not be responsible and
assumes no liability for the accuracy or completeness of
any notification the Custodian may furnish to the Series
with respect to put bonds or similar instruments, but
shall provide the Series with such information as may be
received;
(3) Surrender Securities in temporary form for definitive
Securities;
(4) Hold directly, or through a Securities Depository with
respect to Securities therein deposited, for the account
of the applicable Series all rights and similar
Securities issued with respect to any Securities held by
the Custodian hereunder for that Series;
(5) Submit or cause to be submitted to the applicable Series
or its investment advisor as designated by the Fund
information actually received by the Custodian regarding
ownership rights pertaining to property held for the
applicable Series;
(6) Deliver or cause to be delivered any Securities held for
the applicable Series in exchange for other Securities
or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(7) Deliver or cause to be delivered any Securities held for
the applicable Series to any protective committee,
reorganization committee or other person in connection
with the reorganization, refinancing, merger,
consolidation or recapitalization or sale of assets of
any
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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 such information as may
be received;
(11) Give the Series written notice (which may be electronic)
of Corporate Actions (defined below) whenever the
Custodian receives information concerning the property
held hereunder which requires discretionary action by
the beneficial owners of such property (other than a
proxy), such as subscription rights, bonus issues, stock
repurchase plans and rights offerings, or legal notices
or other material intended to be transmitted to such
holders ("Corporate Actions"). When a rights entitlement
or a fractional interest resulting from a rights issue,
stock dividend, stock split or similar Corporate Action
is received which bears an expiration date, the
Custodian will endeavor to obtain Instructions from the
Series or its Authorized Persons. If Instructions are
not received in time for the Custodian to take timely
action, or actual notice of such Corporate Action was
received too late to seek such Instructions, the
Custodian is authorized, but shall have no express or
implied duty or obligation, to (i) sell such rights
entitlement or fractional interest and to credit the
Series with the proceeds or (ii) take any other
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action it deems, in good faith, to be appropriate. The
Custodian shall be fully protected for acting in
accordance with, or failing to act in the absence of,
Instructions of the Series or its Authorized Persons and
for taking such other action as the Custodian is so
authorized under the immediately preceding sentence of
this Subsection of the Agreement; and
(12) The Custodian will send to the Series or the Authorized
Persons all proxies (if issued in the name of the
Custodian's nominee or the nominee of a central
depository), notices and communications with respect to
securities in the Series as call for voting or relate to
legal proceedings within a reasonable time after
sufficient copies are received by the Custodian for
forwarding to its clients. In addition, the Custodian
will follow coupon payments, redemptions, exchanges or
similar matters with respect to securities in the Series
and advise the Series or the Authorized Persons for the
Series of rights issued, tender offers or any other
discretionary rights with respect to such securities, in
each case, of which the Custodian has received notice
from the issuer of the securities, or as to which notice
is published in publications routinely utilized by the
Custodian for this purpose.
(13) Endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for
the account of the applicable Series; and
(14) Execute any and all documents, agreements or other
instruments as may be necessary or desirable for the
accomplishment of the purposes of this Agreement.
(d) Confirmation and Statements. Promptly after the close of
business on each day, the Custodian shall furnish each Series
with confirmations and a summary of all transfers to or from the
account of the Series during the day. Where securities purchased
by a Series are in a fungible bulk of securities registered in
the name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of a Securities Depository, the
Custodian shall by book-entry or otherwise identify the quantity
of those securities belonging to that Series. At least monthly,
the Custodian shall furnish each Series with a detailed
statement of the Securities and monies held for the Series under
this Agreement.
(e) Registration of Securities. The Custodian is authorized to hold
all Securities, Assets, or other property of each Series in
nominee name, in bearer form or in book-entry form. The
Custodian may register any Securities, Assets or other property
of each Series in the name of the Series, in the name of the
Custodian, any domestic subcustodian, or Foreign Custodian, in
the name of any duly appointed registered nominee of such
entity, or in the name of a Securities Depository or its
successor or successors, or its nominee or nominees. The Fund
agrees to furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee
or in the name of a Securities Depository,
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any Securities which it may hold for the account of applicable
Series and which may from time to time be registered in the name
of applicable Series.
(f) Reporting and Recordkeeping. The ownership of the property
whether securities, cash and/or other property, and whether held
by the Custodian or a subcustodian or in a depository, clearing
agency or clearing system, shall be clearly recorded on the
Custodian's books as belonging to the Series and not for the
Custodian's own interest. Where certificates are legended or
otherwise not fungible with publicly traded certificates (and in
other cases where the Custodian and the Series may agree), the
Series reserves the right to instruct the Custodian as to the
name only in which such securities shall be registered and the
Custodian, to the extent reasonably practicable, shall comply
with such Instructions; provided, however if Custodian
reasonably determines that compliance with such Instructions is
not reasonably practicable or otherwise may conflict with
applicable law, rule or regulation, Custodian shall promptly
notify Series and shall comply with reasonable alternatives as
to which the parties may agree. The Custodian shall keep
accurate and detailed accounts of all investments, receipts,
disbursements and other transactions for the Series. All
accounts, books and records of the Custodian relating thereto
shall be open to inspection and audit at all reasonable times
during normal business hours of the Custodian by any person
designated by the Series. All such books, records and accounts
shall be maintained and preserved in the form reasonably
requested by the Series and in accordance with the Act and the
Rules and Regulations thereunder, including, without limitation,
Section 31 thereof and Rule 31a-1 and 31a-2 thereunder. All
books, records and accounts pertaining to the Series, which are
in the possession of the Custodian, shall be the property of the
Fund and such materials or (unless the delivery of original
materials is required pursuant to applicable law) legible copies
thereof in a format reasonably acceptable to the Fund, shall be
surrendered promptly upon request; provided, however, that the
Custodian shall be entitled to retain a copy or the original of
any such books, records and accounts as may be required or
permitted by applicable law and the Custodian's own policies and
procedures. The Custodian will supply to the Series from time to
time, as mutually agreed upon, a statement in respect to any
property in the Series held by the Custodian or by a
subcustodian.
(g) Segregated Accounts. Upon receipt of Instructions, the Custodian
will, from time to time establish segregated accounts on behalf
of the applicable Series to hold and deal with specified assets
as shall be directed.
3. SETTLEMENT OF SERIES TRANSACTIONS.
(a) Customary Practices. Settlement of transactions may be effected
in accordance with trading and processing practices customary in
the jurisdiction or market where the transaction occurs. The
Fund acknowledges that this may, in certain circumstances,
require the delivery of cash or Securities (or other property)
without the concurrent receipt of Securities (or other property)
or cash. In such circumstances, the Custodian shall have no
responsibility for nonreceipt of
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payments (or late payment) or nondelivery of Securities or other
property (or late delivery) by the counterparty.
(b) Contractual Income. Unless the parties agree to the contrary,
the Custodian shall credit the applicable Series, in accordance
with the Custodian's standard operating procedure, with income
and maturity proceeds on securities on contractual payment date
net of any taxes or upon actual receipt. To the extent the
Custodian credits income on contractual payment date, the
Custodian may reverse such accounting entries to the contractual
payment date if the Custodian reasonably believes that such
amount will not be received.
(c) Contractual Settlement. Unless the parties agree to the
contrary, the Custodian will attend to the settlement of
securities transactions in accordance with the Custodian's
standard operating procedure, on the basis of either contractual
settlement date accounting or actual settlement date accounting.
To the extent the Custodian settles certain securities
transactions on the basis of contractual settlement date
accounting, the Custodian may reverse to the contractual
settlement date any entry relating to such contractual
settlement if the Custodian reasonably believes that such amount
will not be received.
4. LENDING OF SECURITIES. The Custodian may lend the assets of the Series
in accordance with the terms and conditions of a separate securities
lending agreement.
5. PERSONS HAVING ACCESS TO ASSETS OF THE SERIES.
(a) No trustee or agent of the Fund, and no officer, director,
employee or agent of the Fund's investment adviser, of any
sub-investment adviser of the Fund, or of the Fund's
administrator, shall have physical access to the assets of the
Series held by the Custodian or be authorized or permitted to
withdraw any investments of the Fund, nor shall the Custodian
deliver any assets of the Series to any such person. No officer,
director, employee or agent of the Custodian who holds any
similar position with the Fund's investment adviser, with any
sub-investment adviser of the Fund or with the Fund's
administrator shall have access to the assets of the Series.
(b) Nothing in this Section 5 shall prohibit any duly authorized
officer, employee or agent of the Fund, or any duly authorized
officer, director, employee or agent of the investment adviser,
of any sub-investment adviser of the Series or of the Series'
administrator, from giving Instructions to the Custodian or
executing a Certificate so long as it does not result in
delivery of or access to assets of the Series prohibited by
paragraph (a) of this Section 5.
6. STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES.
(a) Standard of Care. Custodian shall be required to exercise
reasonable care with respect to its duties under this Agreement
unless otherwise provided.
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(1) Notwithstanding any other provision of this Agreement,
the Custodian shall not be liable for any loss or
damage, including counsel fees, resulting from its
action or omission to act or otherwise, except for any
such loss or damage arising out of the negligence or
willful misconduct of the Custodian.
(2) The Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel
to the Fund or of its own counsel, and shall be fully
protected with respect to anything done or omitted by it
in good faith in conformity with such advice or opinion.
Where counsel is engaged under this provision, the Fund
shall bear the costs thereof subject to its approval in
advance, which approval may not be unreasonably
withheld.
(b) Scope of Duties. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
(1) The acts or omissions of any agent appointed pursuant to
Instructions of the Fund or its investment advisor
including, but not limited to, any broker-dealer or
other entity to hold any Securities or other property of
the Fund as collateral or otherwise pursuant to any
investment strategy.
(2) The validity of the issue of any Securities purchased by
the Series, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
(3) The legality of the sale of any Securities by the Series
or the propriety of the amount for which the same are
sold;
(4) The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
(5) The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
(6) The legality of the declaration or payment of any
distribution of the Series;
(7) The legality of any borrowing for temporary
administrative or emergency purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable
for, or considered to be the Custodian of, any money, whether or
not represented by any check, draft, or other instrument for the
payment of money, received by it on behalf of the Series until
the Custodian actually receives and collects such money.
(d) Amounts Due from Transfer Agent. The Custodian shall not be
required to effect collection of any amount due to the Series
from the Series' transfer agent nor be required to cause payment
or distribution by such transfer agent of any amount paid by the
Custodian to the transfer agent.
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(e) Collection Where Payment Refused. The Custodian shall not be
required to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until it shall be directed to take such action and it
shall be assured to its satisfaction of reimbursement of its
related costs and expenses.
(f) No Duty to Ascertain Authority. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at
any time delivered to or held by it for the Series are such as
may properly be held by the Series under the provisions of its
governing instruments or Prospectus.
(g) Reliance on Instructions. The Custodian shall be entitled to
rely upon any Instruction, notice or other instrument in writing
received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an officer or
Authorized Person of the Series. Where the Custodian is issued
Instructions orally, the Custodian, in its discretion, may
accept oral Instructions from any Authorized Person with respect
to (i) Corporate Actions (as defined under Section 2(c)(11)
above) and (ii) adjustments or corrections to purchase and sale
transaction Instructions previously received by the Custodian,
in either case, for the Account(s). In the event the Custodian
accepts oral Instructions from any Authorized Person, the
Custodian shall call an Authorized Person, other than the party
issuing said Instructions, to confirm such Instructions prior to
taking any action in accordance with any such oral Instructions.
The Series acknowledges that if written confirmation is
requested, the validity of the transactions or enforceability of
the transactions authorized by the Series shall not be affected
if such confirmation is not received or is contrary to oral
Instructions given. The Custodian shall be under no duty to
question any direction of an Authorized Person to review any
property held in the account, to make any suggestions with
respect to the investment of the assets in the account, or to
evaluate or question the performance of any Authorized Person.
The Custodian shall not be responsible or liable for any
diminution of value of any securities or other property held by
the Custodian.
7. APPOINTMENT OF SUBCUSTODIANS. The Custodian is hereby authorized to
appoint one or more domestic subcustodians (which may be an affiliate of the
Custodian) to hold Securities and monies at any time owned by the Series. The
Custodian is also hereby authorized when acting pursuant to Instructions to: 1)
place assets with any Foreign Custodian located in a jurisdiction which is not a
Selected Country and with Euroclear, Clearstream, Banc One or any other
transnational depository; and 2) place assets with a broker or other agent as
subcustodian in connection with futures, options, short selling or other
transactions. When acting pursuant to such Instructions, the Custodian shall not
be liable for the acts or omissions of any subcustodian so appointed.
8. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event that the
Custodian receives Instructions to make payments or transfers of monies on
behalf of the Series for which there would be, at the close of business on the
date of such payment or transfer, insufficient monies
12
held by the Custodian on behalf of the Series, the Custodian may, in its sole
discretion, provide an overdraft (an "Overdraft") to the Series in an amount
sufficient to allow the completion of such payment or transfer. Any Overdraft
provided hereunder: (a) shall be payable on the next Business Day, unless
otherwise agreed by the Series and the Custodian; and (b) shall accrue interest
from the date of the Overdraft to the date of payment in full by the Series at a
rate as set forth in Article IV, Section 1(b) or as agreed upon from time to
time. The Custodian and the Series acknowledge that the purpose of such
Overdraft is to temporarily finance the purchase of Securities for prompt
delivery in accordance with the terms hereof, to meet unanticipated or unusual
redemptions, to allow the settlement of foreign exchange contracts or to meet
other unanticipated Series expenses. The Custodian shall promptly notify the
Series (an "Overdraft Notice") of any Overdraft. To secure payment of any
Overdraft, the Series hereby grants to the Custodian a continuing security
interest in and right of setoff (subject to notice as provided in this
Agreement) against the Securities and cash in the Series' account from time to
time in the full amount of such Overdraft. Without limiting the foregoing, the
Custodian shall be entitled to take such other actions(s) or exercise such other
options, powers and rights as the Custodian now or hereafter has as a secured
creditor under the Pennsylvania Uniform Commercial Code or any other applicable
law.
9. TAX OBLIGATIONS. For purposes of this Agreement, "Tax Obligations" shall
mean taxes, withholding, certification and reporting requirements, claims for
exemptions or refund, interest, penalties, additions to tax and other related
expenses. To the extent that the Custodian has received relevant and necessary
information with respect to the Account, the Custodian shall perform the
following services with respect to Tax Obligations:
(a) the Custodian shall file claims for exemptions or refunds with
respect to withheld foreign (non-U.S.) taxes in instances in
which such claims are appropriate;
(b) the Custodian shall withhold appropriate amounts, as required by
U.S. tax laws, with respect to amounts received on behalf of
nonresident aliens; and
(c) the Custodian shall provide to the Fund or the Authorized Person
such information received by the Custodian which could, in the
Custodian's reasonable belief, assist the Fund or the Authorized
Person in the submission of any reports or returns with respect
to Tax Obligations. The Fund shall inform the Custodian in
writing as to which party or parties shall receive information
from the Custodian.
The Custodian shall provide such other services with respect to Tax Obligations,
including preparation and filing of tax returns and reports and payment of
amounts due (to the extent funded), as requested by the Fund and agreed to by
the Custodian in writing. The Custodian shall have no independent obligation to
determine the existence of any information with respect to, or the extent of,
any Tax Obligations now or hereafter imposed on the Fund or the Account by any
taxing authority. Except as specifically provided herein or agreed to in writing
by the Custodian, the Custodian shall have no obligations or liability with
respect to Tax Obligations including, without limitation, any obligation to file
or submit returns or reports with any taxing authorities other than tax reclaims
as provided above.
13
In making payments to service providers pursuant to Instructions, the Fund
acknowledges that the Custodian is acting as a paying agent and not as the
payor, for tax information reporting and withholding purposes.
14
ARTICLE II
FOREIGN CUSTODY MANAGER SERVICES
1. DELEGATION. The Board delegates to, and the Custodian hereby agrees to
accept responsibility as the Fund's Foreign Custody Manager for selecting,
contracting with and monitoring Foreign Custodians in Selected Countries set
forth in Appendix C (except as noted therein) in accordance with Rule 17f-5(c).
2. CHANGES TO APPENDIX C. Appendix C may be amended by written agreement
from time to time to add or delete jurisdictions by written agreement signed by
an Authorized Person of the Series and the Custodian, but the Custodian reserves
the right to delete jurisdictions upon reasonable notice to the Series.
3. REPORTS TO BOARD. Custodian shall provide written reports notifying the
Board of the placement of Assets with a particular Foreign Custodian and of any
material change in a Series' foreign custody arrangements. Such reports shall be
provided to the Board at least quarterly, except as otherwise agreed by the
Custodian and the Fund.
4. MONITORING SYSTEM. In each case in which the Custodian has exercised
delegated authority to place Assets with a Foreign Custodian, the Custodian
shall establish a system, to re-assess or re-evaluate selected Foreign
Custodians, at least annually in accordance with Rule 17f-5(c)(3).
5. STANDARD OF CARE. In exercising the delegated authority under this
Article II of the Agreement, the Custodian agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of the Assets would exercise in like circumstances. Contracts with
Foreign Custodians shall provide for reasonable care for Assets based on the
standards applicable to Foreign Custodians in the Selected Country. In making
this determination, the Custodian shall consider the provisions of Rule
17f-5(c)(2).
6. USE OF SECURITIES DEPOSITORIES. In exercising its delegated authority,
the Custodian may assume, unless instructed in writing to the contrary, that the
Board or the Series' investment adviser has determined, pursuant to Rule 17f-7,
to place and maintain foreign assets with any Securities Depository as to which
the Custodian has provided such Series with a Risk Analysis.
7. NOTICE OF CHANGE OF SUBCUSTODIANS. Custodian shall promptly advise or
provide notice to the Series of any change to its subcustodial network.
15
ARTICLE III
INFORMATION SERVICES
1. RISK ANALYSIS. The Custodian will provide the Series with a Risk
Analysis with respect to Securities Depositories operating in the countries
listed in Appendix C. If the Custodian is unable to provide a Risk Analysis with
respect to a particular Securities Depository, it will notify the Fund on behalf
of the Series. Each Risk Analysis shall indicate whether the particular
Securities Depository has been determined by the Custodian, in exercise of its
standard of care, to be an Eligible Securities Depository. If a new Securities
Depository commences operation in one of the Appendix C countries, the Custodian
will provide the Fund on behalf of the Series with a Risk Analysis within a
reasonably practicable time after such Securities Depository becomes
operational. If a new country is added to Appendix C, the Custodian will provide
the Fund on behalf of the Series with a Risk Analysis with respect to each
Securities Depository in that country within a reasonably practicable time after
the addition of the country to Appendix C.
2. MONITORING OF SECURITIES DEPOSITORIES. The Custodian will monitor on a
continuing basis the custody risks associated with maintaining assets with each
Securities Depository for which it has provided the Fund on behalf of the Series
with a Risk Analysis as required under Rule 17f-7. The Custodian will promptly
notify Fund on behalf of the Series or its investment adviser of any material
change in these risks.
3. USE OF AGENTS. The Custodian may employ agents, including, but not
limited to Foreign Custodians, to perform its responsibilities under Sections 1
and 2 above.
4. EXERCISE OF REASONABLE CARE. The Custodian will exercise reasonable
care, prudence, and diligence in performing its responsibilities under this
Article III. With respect to the Risk Analyses provided or monitoring performed
by an agent, the Custodian will exercise reasonable care in the selection of
such agent, and shall be entitled to rely upon information provided by agents so
selected in the performance of its duties and responsibilities under this
Article III.
5. LIABILITIES AND WARRANTIES. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to information provided to it by third parties.
Due to the nature and source of information, and the necessity of relying on
various information sources, most of which are external to the Custodian, the
Custodian shall have no liability for direct or indirect use of such
information.
16
ARTICLE IV
GENERAL PROVISIONS
1. COMPENSATION.
(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in a
separate Fee Schedule which schedule may be modified by the
Custodian upon not less than sixty days prior written notice to
the Fund.
(b) The Fund may earn interest on balances, including disbursement
balances and balances arising from purchase and sale
transactions. For each month during which the Custodian holds
property for the Fund, there shall be an adjustment to the
custody fees, calculated as follows. For each day of the month
in which the closing cash balance of the Fund is more than zero,
such cash balance amount will earn interest calculated by taking
the amount of the idle balance multiplied by the Overnight
Federal Funds Rate (defined below) minus .50% divided by 365
days. The amount of interest credit shall be known as the "Daily
Credits." Alternatively, for each day of the month in which the
closing balance of the Fund is less than zero (an "overdraft"),
the overdraft amount will be subject to a charge as follows: (i)
with respect to domestic assets, the charge will be calculated
by taking the amount of the overdraft multiplied by the
Overnight Federal Funds Rate (defined below) plus .50% divided
by 365 days; or (ii) with respect to non domestic assets, the
charge will be calculated by taking the amount of the overdraft
multiplied by the rate applicable to the appropriate foreign
market. The amount of interest charge shall be known as "Daily
Charges." The net of the Daily Credits and Daily Charges for a
particular month will be credited or debited, as the case may
be, to the Monthly Notification for the applicable period.
Monthly credit balances will roll forward to offset future
Custodian fees and expenses. Unused Daily Credits will expire at
calendar year end. Credit balances may not be transferred. They
are used exclusively to offset Custodian fees and expenses and
shall not be applied against investment or other related
expenses. A Daily Charge shall not apply to the extent that an
overdraft is solely due to Custodian error.
The term "Overnight Federal Funds Rate" shall mean, for any
month, the average of daily "Federal Funds Rates" for such
month. In turn, the daily Federal Funds Rates shall mean, for
any day, the weighted average of the rates on overnight Federal
Funds transactions with members of the Federal Reserve System
arranged by Federal Funds brokers on such day, as published by
the Federal Reserve Bank of New York on the business day next
succeeding such day.
(c) The Custodian will ▇▇▇▇ the Fund as soon as practicable after
the end of each calendar month. The Fund will promptly pay to
the Custodian the amount of such billing.
(d) If not paid directly or timely by the Fund, the Custodian may,
17
with the prior approval of the Fund which may not be
unreasonably withheld, charge against assets held on behalf of
the Series compensation and any expenses incurred by the
Custodian in the performance of its duties pursuant to this
Agreement. The Custodian shall also be entitled subject to like
approval by the Fund to charge against assets of the Series the
amount of any loss, damage, liability or expense incurred with
respect to the Series, including counsel fees, for which it
shall be entitled to reimbursement under the provisions of this
Agreement. The expenses which the Custodian may charge include,
but are not limited to, the expenses of domestic subcustodians
and Foreign Custodians incurred in settling transactions.
2. INSOLVENCY OF FOREIGN CUSTODIANS. The Custodian shall be responsible for
losses or damages suffered by the Series arising as a result of the insolvency
of a Foreign Custodian only to the extent that the Custodian failed to comply
with the standard of care set forth in Article II with respect to the selection
and monitoring of such Foreign Custodian.
3. LIABILITY FOR DEPOSITORIES. The Custodian shall not be responsible for
any losses resulting from the deposit or maintenance of Securities, Assets or
other property of the Series with a Securities Depository.
4. DAMAGES. Under no circumstances shall the Custodian be liable for any
indirect, consequential or special damages with respect to its role as Foreign
Custody Manager, Custodian or information vendor.
5. INDEMNIFICATION; LIABILITY OF THE SERIES.
(a) The Fund shall indemnify and hold the Custodian harmless from
all liability and expense, including reasonable counsel fees and
expenses, arising out of the performance of the Custodian's
obligations under this Agreement except as a result of the
negligence or willful misconduct of the Custodian, any agent or
sub-custodian appointed by the Custodian, or any of its or their
directors, officers, agents, nominees, or employees, in the
performance of any function hereunder, or any other failure to
comply with the standard of care required by this Agreement. .
(b) The Custodian shall indemnify and hold the Fund harmless from
all liability and expense, including reasonable counsel fees and
expenses, as a result of the negligent action, negligent
inaction, or willful misconduct of the Custodian, any agent or
sub-custodian appointed by the Custodian, or any of its or their
directors, officers, agents, nominees, or employees, in the
performance of any function hereunder, or any other failure to
comply with the standard of care required by this Agreement, or
(ii) as a result of any burglary, robbery, hold-up, theft, or
mysterious disappearance, including loss by damage or
destruction.
(c) The Series and the Custodian agree that the obligations of the
Fund under this Agreement shall not be binding upon any of the
Directors, Trustees, shareholders, nominees, officers, employees
or agents, whether past, present or future, of the
18
Series, individually, but are binding only upon the assets and
property of the Fund.
6. FORCE MAJEURE. Notwithstanding anything in this Agreement to the
contrary, the Custodian shall not be liable for any losses resulting from or
caused by events or circumstances beyond its reasonable control, including, but
not limited to, losses resulting from nationalization, strikes, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation, destruction or
similar action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, taxes, levies or other charges
affecting the Series' property; or the breakdown, failure or malfunction of any
utilities or telecommunications systems; or any order or regulation of any
banking or securities industry including changes in market rules and market
conditions affecting the execution or settlement of transactions; or acts of
war, terrorism, insurrection or revolution; or any other similar event.
7. TERMINATION.
(a) The Fund may terminate this Agreement by giving the custodian
sixty (60) days notice in writing, specifying the date of such
termination. The Custodian may terminate this Agreement by
giving the Fund one hundred eighty (180) days notice in writing,
specifying the date of such termination. In the event notice is
given by the Fund, it shall be accompanied by a Certificate
evidencing the vote of the Fund's Board to terminate this
Agreement and designating a successor.
(b) In the event notice of termination is given by the Custodian,
the Fund shall, on or before the termination date, deliver to
the Custodian a Certificate evidencing the vote of the Board
designating a successor custodian. In the absence of such
designation, following a reasonable period of time for the
Fund's Board to act, the Custodian may apply to a court of
competent jurisdiction to designate a successor custodian, which
shall be a person qualified to so act under the Act or the
Series. If the Fund fails to designate a successor custodian,
the Fund shall, upon the date specified in the notice of
termination, and upon the delivery by the Custodian of all
Securities and monies then owned by the Series, be deemed to be
its own custodian and the Custodian shall thereby be relieved of
all duties and or the Series responsibilities under this
Agreement other than the duty with respect to Securities held in
the Book-Entry System which cannot be delivered to the Series.
(c) Upon termination of the Agreement, the Custodian shall, upon
receipt of a notice of acceptance by the successor custodian,
deliver to the successor all Securities and monies then held by
the Custodian on behalf of the Series, after or subject to the
deduction therefrom of all fees, expenses and other amounts owed
under any provision of this Agreement.
(d) Following termination, Custodian will promptly forward income
received with respect to the Series and tax reclaim payments for
tax reclaims filed prior to termination to a designated
successor custodian.
(e) In the event of a dispute following the termination of this
Agreement, all relevant
19
provisions shall be deemed to continue to apply to the
obligations and liabilities of the parties.
8. INSPECTION OF BOOKS AND RECORDS. The books and records of the Custodian
shall be open to inspection and audit at reasonable times by officers and
auditors employed by the Fund at its own expense and with prior written notice
to the Custodian, and by the appropriate employees of the Securities and
Exchange Commission.
9. MISCELLANEOUS.
(a) Appendix A is a Certificate signed by the Secretary of the Fund
setting forth the names and the signatures of Authorized
Persons. The Fund shall furnish a new Certificate when the list
of Authorized Persons is changed in any way. Until a new
certification is received, the Custodian shall be fully
protected in acting upon Instructions from Authorized Persons as
set forth in the last delivered Certificate.
(b) Appendix B is a Certificate signed by the Secretary, Treasurer
or Assistant Treasurer of the Fund setting forth the names and
the signatures of the present officers of the Fund. The Fund
agrees to furnish to the Custodian a new Certificate when any
changes are made. Until a new Certificate is received, the
Custodian shall be fully protected in relying upon the last
delivered Certificate.
(c) Any required written notice or other instrument shall be
sufficiently given if addressed to the Custodian or the Fund as
the case may be and delivered to it at its offices at:
The Custodian:
Mellon Bank, N.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Funds:
Delaware Investments
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇ ▇'▇▇▇▇▇▇
With a copy to:
Delaware Investments
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. General Counsel
or at such other place as the parties may from time to time
designate to the other in writing.
20
(d) This Agreement may not be amended or modified except by a
written agreement executed by both parties.
(e) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
by the Fund without the written consent of the Custodian, or by
the Custodian without the written consent of the Fund authorized
or approved by a vote of the Board, provided, however, that the
Custodian may assign the Agreement or any function thereof to
any corporation or entity which directly or indirectly is
controlled by, or is under common control with, the Custodian
and any other attempted assignment without written consent shall
be null and void.
(f) Nothing in this Agreement shall give or be construed to give or
confer upon any third party any rights hereunder.
(g) The Custodian represents that it is a U.S. Bank within the
meaning of paragraph (a)(7) of Rule 17f-5.
(h) The Fund acknowledges and agrees that, except as expressly set
forth in this Agreement, the Fund is solely responsible to
assure that the maintenance of the Series' Securities and cash
hereunder complies with applicable laws and regulations,
including without limitation the Act and the rules and
regulations promulgated thereunder and applicable
interpretations thereof or exemptions therefrom. The Fund
represents that it has determined that it is reasonable to rely
on Custodian to perform the responsibilities delegated pursuant
to this Agreement.
(i) This Agreement shall be construed in accordance with the laws of
The Commonwealth of Pennsylvania.
(j) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect.
(k) Each party represents to the other that it has all necessary
power and authority, and has obtained any consent or approval
necessary to permit it, to enter into and perform this Agreement
and that this Agreement does not violate, give rise to a default
or right of termination under or otherwise conflict with any
applicable law, regulation, ruling, decree or other governmental
authorization or any contract to which it is a party or by which
any of its assets is bound.
(l) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed
21
by their respective representatives duly authorized as of the day and year first
above written.
DELAWARE INVESTMENTS FAMILY OF FUNDS ON
BEHALF OF EACH SERIES SET FORTH ON
APPENDIX D ATTACHED HERETO.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President/CEO/CFO
MELLON BANK, N.A.
By: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President
22
APPENDIX A
FUND OFFICERS
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., the Assistant Secretary of each of those
registered investment companies listed on Appendix D hereto (each a "Fund") on
behalf of certain of their respective series as listed on Appendix D
(individually and collectively the "Series") do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Instructions on behalf of each Series and the specimen
signatures set forth opposite their respective names are their true and correct
signatures:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President/Chief
Operating Officer/Chief Financial
Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executive Vice President/General
Counsel/Chief Administrative Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President/Compliance
Director ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Deputy General
Counsel/Assistant Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇▇ ▇. Maestro Senior Vice President/Deputy General
Counsel/Secretary ▇▇▇▇▇▇▇▇ ▇. Maestro
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Senior Vice President/Associate General
Counsel/Assistant Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ Senior Vice President/Associate General
Counsel/Assistant Secretary ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Assistant Secretary
Dated:
▇▇
▇▇▇▇▇▇▇▇ ▇
AUTHORIZED SIGNATURE LIST
ACCOUNT Delaware Investments Family of Funds
INFORMATION
AUTHORIZATION Mellon Bank, N.A. is directed to accept trades, currency and
corporate action instructions from the individuals whose
signatures appear below.
Dated: April 23, 2002
SPECIMEN
SIGNATURES NAME SIGNATURE
---------- ---------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, SVP ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, VP ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, VP ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AVP ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, AVP ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇, AVP ▇▇▇▇▇ ▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, AVP ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AVP ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AVP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, AVP ▇▇▇▇▇ ▇▇▇▇▇▇
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Except where specifically noted, the authorities and powers herein are provided
for all portfolios managed by Delaware Management Company whose assets are
maintained at Mellon Bank, N.A.
AUTHORIZED SIGNATURE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ DATE 4/23/02
24
APPENDIX C
SELECTED COUNTRIES
Argentina Lebanon
Australia Luxembourg
Austria Malaysia
Bahrain Mauritius
Bangladesh Mexico
Belgium Morocco
Bermuda Namibia
Bolivia The Netherlands
Botswana New Zealand
Brazil Norway
Canada ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ The Philippines
Costa Rica* Poland
Croatia Portugal
Czech Republic Romania
Denmark Russia*
Ecuador Singapore
Egypt Slovakia
Estonia* Slovenia
Finland South Africa
France Spain
Germany Sri Lanka
Ghana Sweden
Greece Switzerland
Hong Kong Taiwan
Hungary Thailand
India Trinidad & Tobago*
Indonesia Tunisia*
Ireland Turkey
Israel United Kingdom
Italy Uruguay
Japan Venezuela
Jordan Vietnam
Kenya Zambia
Korea, Republic of Zimbabwe
"*Note, Custodian will not act as a Foreign Custody Manager with respect to
assets held in this country. Holding assets and use of Mellon's usual
subcustodian in this country is subject to Instructions by the Fund and its
execution of a separate letter-agreement pertaining to custody and market
risks."
25
APPENDIX D
LIST OF FUNDS
VOYAGEUR INSURED FUNDS
Delaware Minnesota Insured Fund
Delaware Tax-Free Arizona Insured Fund
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
Delaware Tax-Free Minnesota Intermediate Fund
VOYAGEUR INVESTMENT TRUST
Delaware Tax-Free California Insured Fund
Delaware Tax-Free Florida Fund
Delaware Tax-Free Florida Insured Fund
Delaware Tax-Free Missouri Insured Fund
Delaware Tax-Free Oregon Insured Fund
VOYAGEUR MUTUAL FUNDS
Delaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free Arizona Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
VOYAGEUR MUTUAL FUNDS II
Delaware Tax-Free Colorado Fund
VOYAGEUR MUTUAL FUNDS III
Delaware Core Equity Fund (formerly Delaware Growth Stock Fund)
Delaware Select Growth Fund
VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Minnesota Fund
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
26
DELAWARE GROUP EQUITY FUNDS III
Delaware Small-Cap Growth Fund
Delaware Health Care Fund
DELAWARE GROUP INCOME FUNDS
Delaware Core Bond Fund
DELAWARE POOLED TRUST
The Core Plus Fixed Income Portfolio
27