May 22, 2000
Delaware Group Dividend and Income Fund, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
To Whom It May Concern:
This letter of agreement sets forth the terms and conditions by which
ChaseMellon Shareholder Services ("we," "our," "us" or "ChaseMellon") shall
provide to Delaware Group Dividend and Income Fund, Inc., ("you," "your" or
"Delaware") our Information Agent services (the "Services") in connection with
the self-tender of your shares ("Offer").
We shall provide you with the following Services:
(i) Counseling you concerning the organization and timing of the
Offer.
(ii) Assist in the coordination of all printing activities and
advertisement placement in connection with the Offer.
(iii) Establishing contacts with brokers, dealers, banks and other
nominees on your behalf in accordance with Rule 13e-4 under
the Securities Exchange Act of 1934, as amended.
(iv) Determining the material requirements necessary to fulfill
mailing requirements to all registered and "street" holders
and other interested parties.
(v) Assistance with drafting and reviewing documents in a timely
manner, including, but not limited to, the following
documents: Offer to Purchase, Letter of Transmittal (including
Certification of Taxpayer Identification Number on Substitute
Form W-9), Notice of Guaranteed Delivery and Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees and Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees ("Offering
Materials").
(vi) Distrubute the relevant Offering Materials to the registered
and beneficial owners of Delaware's common stock and to other
interested parties.
(vii) Provide a toll-free telehone line for shareholder inquiries
from 9:00 a.m. to 5:00 p.m. each business day.
(viii) Building and maintaning a current file of eligible
participants, including registered holders and beneficial
holders identified through our research.
(ix) Status reporting to management upon commencement of activity
and continuing daily including total shares presented and
tendered.
(x) Payment of all broker forwarding invoices, subject to
collection from you of monies for this purpose.
Fee for Services
The fee for acting as information agent is $7,500.00, plus all reasonable and
reasonably vouched out-of pocket expense incurred by us, including, without
limitation, telephone, Bank/Broker listings, and postage costs. This information
agent fee shall be payable upon execution of this agreement. Invoices for
out-of-pocket expenses shall be rendered monthly as incurred and shall be
payable within 30 days of receipt. Our services shall commence upon receipt of a
signed copy of this contract and expire thirty days from the expiration of the
Offer.
Responsibility
You shall indemnify and hold us, our directors, officers, employees and agents
harmless from and against any and all claims, liabilities, losses, damages
and/or expenses, including reasonable attorneys' fees, which any of them shall
or may incur or sustain in conection with the performance of the Services or
this agreement, except to the extent caused directly by our gross negligence or
willful misconduct. This indemnification obligation shall survive the
termination of this Agreement.
Any libility to you we may incur in connection with our provision of Services
hereunder (including any additional services mutually agreed to by you and us)
shall be limited to and not exceed the fees actually paid to us for the
provision of the services described above. Anything in this agreement to the
contrary notwithstanding, in no event shall we be liable for special, indirect
or consequential loss or damage of any kind whatsoever, even if we have been
advised of the likelihood of such loss or damage and regardless of the form of
action.
Miscellaneous
This agreement shall be made in, governed by, and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law.
All information and status reporting shall be sent to your address as above
written or such other address as you may advise us in writing, or orally
confirmed in writing.
This agreement represents the entire understanding of the parties with respect
to the subject matter hereof, and supersedes any and all prior understandings,
oral or written, relating hereto and may not be changed orally. Any waiver or
change of any of the provisions hereof must be in writing and signed by the
parties hereto. The failure of either party hereto at any time to require
performance by the other party of any provision hereof shall not affect the
right of such party to require performance at any time thereafter.
If the foregoing terms and conditions are acceptable to you, please sign and
return to us the counterpart of this letter of agreement.
Very truly yours,
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
By:_____________________________________
Title:__________________________________
Date:___________________________________
ACCEPTED:
DELAWARE GROUP DIVIDEND AND INCOME FUND INC.
By:____________________________________
Title:___________________________________
Date:_____________________________________
CHASEMELLON SHAREHOLDER SERVICES L. L. C.
INFORMATION AGENT FEE SCHEDULE
INFORMATION AGENT FEE $7,500.00
OUTGOING PHONE CALLS - OPTIONAL $4.50 PER CALL
(Calls to Banks, Brokers and Nominees included (Includes phone #
in base fee) look up and up to
three call backs)
INCOMING PHONE CALLS $3.50 PER CALL
EXTENSION FEE $1,000.00 PER
EXTENSION
