Exhibit No. EX-99(13)(a)
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
AND
VOYAGEUR FUND MANAGERS
AND
XXXXX XXXXXX, XXXXXX XXXXX & CO. INCORPORATED
DATED MAY 14, 1993
THIS , dated May 14, 1993 (the
""), by and among Voyageur Minnesota Municipal Income Fund
II, Inc., a Minnesota corporation (the "Fund"), Voyageur Fund Managers, a
Minnesota general partnership (the "Adviser"), and Xxxxx Xxxxxx, Xxxxxx Xxxxx &
Co. Incorporated, a Delaware corporation ("Xxxxx Xxxxxx");
WITNESSETH:
WHEREAS, the Fund expects to issue 600 Municipal Income
Preferred Shares, Series A ("Series A") and 600 Municipal Income Preferred
Shares, Series B ("Series B"), each par value $.01 per share and with a
liquidation preference of $50,000 per share plus accumulated but unpaid
dividends (collectively, the "Shares"), pursuant to and with the powers,
preferences and rights assigned to them in the Fund's Articles of Incorporation,
as amended to the date hereof and including the statement establishing and
fixing the rights and preferences of the Shares (the "Statement"), on file with
the Secretary of State of the State of Minnesota (together, the Fund's Articles
of Incorporation and the Statement are referred to herein as the "Articles");
WHEREAS, each series of the Shares will initially be sold to
and purchased by Xxxxx Xxxxxx, PaineWebber Incorporated ("PaineWebber") and
Dougherty, Dawkins, Strand & Xxxxxxx, Inc. ("Xxxxxxxxx Xxxxxxx") pursuant to the
terms of an Underwriting Agreement (the "Underwriting Agreement") dated May 11,
1993 among the Fund, the Adviser, Xxxxx Xxxxxx, PaineWebber and Xxxxxxxxx
Xxxxxxx;
WHEREAS, the Fund has requested Xxxxx Xxxxxx to act as the
Remarketing Agent under this Agreement in accordance with the provisions of the
Articles (and the Board of Directors of the Fund has adopted a resolution
appointing Xxxxx Xxxxxx as Remarketing Agent) (a) to set the Applicable Dividend
Rate on each series of the Shares from time to time on behalf of the Fund and
(b) to remarket each series of the Shares tendered to it in a Remarketing on
behalf of the Beneficial Owners of such series of the Shares from time to time
who wish to sell their Shares in a Remarketing (Xxxxx Xxxxxx being referred to
hereinafter when acting in any of such capacities as the "Remarketing Agent");
and
WHEREAS, Xxxxx Xxxxxx is willing to assume such duties on the
terms and conditions expressly set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used herein that are
not otherwise defined shall have the meanings assigned to them in the Articles.
Section 2. Appointment and Obligations of Remarketing Agent.
(a) The Fund hereby appoints Xxxxx Xxxxxx, and Xxxxx Xxxxxx
hereby accepts such appointment, as the exclusive Remarketing Agent of each
series of the Shares for the purpose of (i) setting the Applicable Dividend Rate
on such Shares from time to time, (ii) remarketing such Shares from time to time
on behalf of the Beneficial Owners thereof, and (iii) performing such other
duties as are assigned to the Remarketing Agent in the Articles; all pursuant to
the procedures set forth in the Articles and the Prospectus dated May 11, 1993
relating to the offering of each series of the Shares (the "Prospectus"). The
Fund shall have the right, on seven Business Days' notice to the Remarketing
Agent, to appoint one or more additional Remarketing Agents with respect to the
Shares under an agreement substantially in the form of this Agreement. Upon any
such appointment, including any appointment of a successor Remarketing Agent
pursuant to Section 4 hereof, all references in this Agreement to "Remarketing
Agent" shall be deemed to refer also to each such additional or successor
Remarketing Agent. Any such additional or successor Remarketing Agent shall
accept its appointment by executing an agreement substantially in the form of
this Agreement.
(b) The Remarketing Agent agrees with respect to each series
of the Shares (i) to calculate the Maximum Dividend Rate applicable to each
Dividend Period with respect to such Shares; (ii) to use its best efforts to set
in Remarketings the Applicable Dividend Rate on such Shares; (iii) to notify the
Fund promptly of the Applicable Dividend Rate; (iv) to use its best efforts to
remarket such Shares tendered to the Remarketing Agent in Remarketings held from
time to time as provided in the Articles; (v) to assist the Fund in establishing
the Specific Redemption Provisions, if any, relating to such Shares; and (vi) to
carry out such other duties as are assigned to the Remarketing Agent in the
Articles, all in accordance with the provisions of the Articles.
(c) The Remarketing Agent agrees that if, at any time, either
Xxxxx'x or S&P shall not make available a rating for a series of the Shares
required for the Remarketing Agent to calculate any maximum Dividend Rate, or if
both Xxxxx'x and S&P shall not make available such a rating, the Fund shall
select one or more Substitute Rating Agencies for such purpose.
(d) It is expressly understood and agreed by the parties
hereto that the obligations of the Remarketing Agent hereunder are conditioned
upon the issuance and delivery of each series of the Shares pursuant to the
terms and conditions of the Underwriting Agreement. It is further understood and
agreed by and between the parties that the Remarketing Agent shall not be
obligated to set the Applicable Dividend Rate on a series of the Shares or to
remarket a series of the Shares during a Non-Payment Period, or at any time that
any of the conditions set forth in clauses (a) and (b) of Section 7 hereof shall
not have been fully and completely met to the satisfaction of the Remarketing
Agent or at any time any of the events set forth in clause (c) of said Section 7
shall have occurred.
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(e) Subject to a failure to remarket, as described in Part II
Section 5 of the Statement, by 3:30 p.m., New York City time, on each
Remarketing Date, the Remarketing Agent will advise Bankers Trust Company (the
"Paying Agent") of (i) the Applicable Dividend Rate determined in the related
Remarketing; (ii) the identities of (and the number of Shares held by) the
Beneficial Owners who purchased such Shares as a result of the Remarketing, to
the extent known to the Remarketing Agent; (iii) the identities of (and number
of Shares sold by) persons who sold Shares in the Remarketing; and (iv) the
Specific Redemption Provisions, if any, relating to a series of the Shares. By
3:30 p.m., New York City time, on each Remarketing Date, the Remarketing Agent
shall also advise the Fund of the information set forth in clauses (i) and (ii)
of this Section 2(f), to the extent such information is known to the Remarketing
Agent.
(f) As soon as practicable after the Date of Original Issue
for any series of the Shares, but not later than the fifth Business Day
preceding the date of the first Remarketing for such Shares, the Remarketing
Agent will provide the Fund and the Paying Agent with a list of the persons to
whom it has sold Shares, the number of Shares sold to each such person and the
number of Shares it is holding as of the date of such notice.
(g) The Remarketing Agent shall promptly notify the Paying
Agent by a notice substantially in the form of Exhibit A hereto of any transfers
of Shares outside of a Remarketing of which it is aware.
(h) Whenever the Fund intends to include any net capital gains
or other income taxable for federal income tax purposes in any dividend on any
series of the Shares, the Fund intends to notify the Remarketing Agent and the
Paying Agent of the amount to be so included seven days prior to the Remarketing
on which the Applicable Dividend Rate for such dividend is to be established.
The Remarketing Agent agrees that, whenever it receives such notice from the
Fund, it will in turn notify the holders of such series of the shares and
prospective purchasers believed by it to be interested in purchasing such series
of the Shares in such Remarketing. If the Fund retroactively allocates net
capital gains or other income taxable for federal income tax purposes without
having provided such notice, the Fund shall notify the Remarketing Agent of such
retroactive allocation as provided in the Articles.
(i) The Remarketing Agent may, in its sole discretion, modify
the settlement procedures set forth in the Articles so long as any such
modification does not adversely affect the Beneficial Owners or the Holders of a
series of the Shares of the Fund, does not adversely affect the rating of a
series of the Shares and does not cause the Fund to violate any law, rule or
regulation, including the 1940 Act and the laws of the State of Minnesota.
(j) The Remarketing Agent may, in its sole discretion, modify
the procedures concerning notification of redemption set forth in the Articles,
provided that any such modification does not adversely affect the Holder or any
Beneficial Owner of a series of the Shares, does not adversely affect the rating
of a series of the Shares and does not cause the Fund to violate any law, rule
or regulation, including the 1940 Act and the laws of the State of Minnesota.
4
Section 3. Fees, Expenses and Commissions.
(a) For the performance of its services as Remarketing Agent
hereunder, the Fund shall pay to the Remarketing Agent on November 1, 1993 and
each May 1 and November 1 thereafter (or the next Business Day if such payment
date is not a Business Day) with respect to each series of the Shares
outstanding on such day a fee which shall be calculated by multiplying (i) the
product of .25% times $50,000 by (ii) the actual number of days from and
including such day to but excluding the next day for payment of such fee (or
prior redemption or liquidation date for such series of the Shares, as the case
may be) divided by 360, rounding the product of (i) and (ii) upwards to the
nearest dollar; provided that should the Dividend Period be a Special Dividend
Period of 90 days or more, then during such Dividend Period the fee for such
series of the Shares will not be calculated in the aforesaid manner and, with
respect to such series of the Shares, the Fund will instead pay to the
Remarketing Agent a fee, to be determined by mutual consent of the Fund and the
Remarketing Agent, based upon the selling concessions that would be applicable
to an underwriting of a fixed or variable rate preferred stock issue with a
similar dividend period at the commencement of such Dividend Period. In addition
to its obligations under Section 8 hereof, the Fund shall reimburse the
Remarketing Agent for extraordinary out-of-pocket expenses, such as legal fees,
incurred in connection with the performance of its duties hereunder. The
obligation of the Fund to make the payments required by this Section 3 shall
survive the termination of this Agreement and remain in full force and effect
until all such payments shall have been made in full.
(b) The Remarketing Agent may pay to Broker-dealers which
obtain purchasers of a series of the Shares a commission based upon the number
of shares sold, which will not be in excess of the amount of the remarketing fee
to be paid to the Remarketing Agent. The Remarketing Agent may also pay to
Broker-dealers a commission on the same basis with respect to each consecutive
additional Dividend Period for which Shares are held by owners obtained by them.
Section 4. Resignation and Removal of Remarketing Agent.
(a) The Remarketing Agent may resign and be discharged from
its duties and obligations hereunder with respect to the Shares by giving 60
days' prior written notice to the Fund, the Securities Depository and the Paying
Agent; provided, however, that no such prior resignation nor any such removal
shall be effective until the Fund shall have appointed a nationally recognized
broker-dealer as successor Remarketing Agent pursuant to the Articles and such
successor Remarketing Agent shall have entered into a with
the Fund in which it shall have agreed to conduct Remarketings in accordance
with the terms and conditions of the Articles. In such case, the Fund will use
its best efforts to appoint a successor Remarketing Agent and enter into such
with such person as soon as reasonably practicable.
(b) The Fund may remove the Remarketing Agent for any reason
by giving at least 60 days' prior written notice to the Remarketing Agent, the
Securities Depository and the Paying Agent; provided, however, that no such
removal shall become effective until the Fund shall have appointed at least one
nationally recognized broker-dealer as successor Remarketing Agent and such
successor Remarketing Agent shall have entered into a with
the Fund in which it shall have agreed to conduct Remarketings in accordance
with the terms and conditions of the Articles. In such case, the Fund will use
its best efforts to appoint a successor Remarketing Agent and enter into such a
with such person as soon as reasonably practicable.
5
Section 5. Dealing in Shares; Redemption of Remarketing
Agent's Shares. The Remarketing Agent, when acting as Remarketing Agent or in
its individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold and deal in each series of the Shares; provided, however, that the
Remarketing Agent may hold for its own account a series of the Shares upon
completion of a Remarketing only if (a) the Applicable Dividend Rate established
with respect to such series of the Shares in the Remarketing is no higher than
the Applicable Dividend Rate that would have been set if the Remarketing Agent
did not hold or had not purchased such series of the Shares, and (b) the
Remarketing Agent purchases all tendered such series of the Shares not sold in
the Remarketing to other purchasers. Except as provided in clause (b) of the
preceding sentence, the Remarketing Agent is not obligated to purchase any
series of the Shares that would otherwise remain unsold in a Remarketing. If the
Remarketing Agent owns any series of the Shares immediately prior to a
Remarketing and if all other series of the Shares tendered for sale by other
Beneficial owners have been sold in such Remarketing, then the Remarketing Agent
may sell such number of its Shares in such Remarketing as there are outstanding
orders to purchase that have not been filled by Shares tendered for sale by
Beneficial owners other than any Remarketing Agent. Xxxxx Xxxxxx may exercise
any vote or join in any action which any Holder of Shares may be entitled to
exercise or take pursuant to the Articles with like effect as if it did not act
in any capacity hereunder. Xxxxx Xxxxxx, in its individual capacity, either, as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Fund as freely as if it did not act in any capacity
hereunder.
Section 6. Information.
(a) The Fund agrees to furnish to the Remarketing Agent: (i)
copies of the Articles and the By-laws and any amendment thereto and each report
or other document mailed or made available to holders of each series of the
Shares (including annual reports to shareholders) or filed by the Fund with the
Commission (including any documents incorporated therein by reference); (ii)
notice of the creation of any subsidiary by the Fund; (iii) notice of the
purchase of each series of the Shares, either in a Remarketing or otherwise, by
a subsidiary or affiliate of the Fund as soon as the Fund shall become aware of
such purchase; (iv) notice of the occurrence of any of the events set forth in
clause (c) of section 7 hereof; and (v) in connection with the Remarketing of
each series of the Shares, such other remarketing information as the Remarketing
Agent may reasonably request from time to time, including but not limited to the
financial condition of the Fund. The Fund agrees to provide the Remarketing
Agent with as many copies of the foregoing materials and information as the
Remarketing Agent may reasonably request for use in connection with the
Remarketing of each series of the Shares and consents to the use thereof for
such purpose. If, in connection with the Fund's obligation to provide certain
information to the Remarketing Agent for its use as a Remarketing Agent, such
information is reasonably determined by the Fund and the Remarketing Agent to be
confidential to the Fund, the Fund and the Remarketing Agent shall enter into a
mutually acceptable confidentiality agreement.
6
(b) If at any time during the term of this Agreement any event
or condition known to the Fund relating to or affecting the Fund or any series
of the Shares shall occur which might affect the accuracy or completeness of any
statement of a material fact contained in any of the reports, documents,
materials and information referred to in clause (a) above or any document
incorporated therein by reference (collectively, the "Remarketing Materials") or
any other materials or information made publicly available by the Fund, the Fund
shall promptly notify the Remarketing Agent in writing of the circumstances and
details of such event or condition.
(c) None of the information contained in any of the
Remarketing Materials shall contain an untrue or misleading statement of a fact
or omit to state a fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading with respect to which there shall be a substantial
possibility that such fact, statement or omission would be material to an
existing Holder or prospective purchaser of Shares.
Section 7. Conditions to Obligations of Remarketing Agent. The
obligations of the Remarketing Agent with respect to each series of the Shares
under this Agreement have been undertaken in reliance upon, and shall be subject
to: (a) the due performance in all material respects by the Fund of its
obligations and agreements as set forth in this Agreement (including Section
6(c) hereof) and the Underwriting Agreement; (b) the accuracy in all material
respects as of the dates specified therein of the representations and warranties
contained in the Underwriting Agreement; and (c) the non-occurrence of any of
the following events: (i) the rating of such series of the Shares shall have
been downgraded or withdrawn by a national rating service after the date hereof,
the effect of which, in the opinion of the Remarketing Agent, is to affect
materially and adversely the market price of such series of the Shares or the
Remarketing Agent's ability to remarket the Shares; (ii) all of such series of
the Shares shall have been called for redemption; (iii) a pending or proposed
change in applicable tax laws; (iv) a material adverse change in the financial
condition of the Fund; (v) a banking moratorium; (vi) domestic or international
hostilities; (vii) an imposition of material restrictions on such series of the
Shares or (ix) without the prior written consent of the Remarketing Agent, the
Articles, the Bylaws of the Fund or the Paying Agent Agreement dated as of the
date hereof between the Fund and Bankers Trust Company (the "Paying Agent
Agreement") shall have been amended in any manner that, in the opinion of the
Remarketing Agent, materially changes the nature of such series of the Shares or
the remarketing procedures (a "Material Change"). In the event of the failure of
any such conditions with respect to the Shares, the Remarketing Agent may
terminate its obligations under this Agreement as provided in Section 9(b)
hereof.
7
Section 8. Indemnification.
(a) The Fund and the Adviser, jointly and severally, agree to
indemnify and hold harmless the Remarketing Agent and its officers, directors
and employees and each person, if any, who controls the Remarketing Agent within
the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Securities Act") (collectively, the "Indemnified Persons" and individually, an
"Indemnified Person") from and against any losses, claims, damages or
liabilities to which any Indemnified Person may become subject insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in any of the Remarketing Materials, or arise out of, or
are based upon, the omission or alleged omission to state a material fact
required to be stated in the Remarketing Materials or any revision thereof or
supplement thereto or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or arise out of, or
are based upon, any violation by the Fund or the Adviser of, or any failure by
the Fund or the Adviser to perform any of its obligations under, this Agreement.
The Fund or the Adviser agrees to promptly reimburse each Indemnified Person for
any legal or other expenses reasonably incurred by such Indemnified Person in
investigating, defending or preparing to defend any such action or claim;
provided, however, that neither the Fund nor the Adviser shall be liable in any
such case to the extent any such loss, claim, damage or liability arises out of
the use by the Remarketing Agent of any information that is not contained in the
Remarketing Materials. The indemnity agreement in this paragraph shall be in
addition to any liability or obligation which the Fund or the Adviser may
otherwise have to any Indemnified Person and shall extend upon the same terms
and conditions to each person, if any, who controls any Indemnified Person
within the meaning of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) Each Indemnified Person shall give notice as promptly as
reasonably practicable to the Fund and the Adviser of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify the Fund and the Adviser shall not relieve either the Fund or the
Adviser from any liability which it may have otherwise than on account of this
indemnity agreement. No settlement or compromise of any such action shall be
made without the consent of the Fund, which consent shall not be unreasonably
withheld. The Fund may participate at its own expense in the defense of such
action. In no event shall the Fund or the Adviser be liable for fees and
expenses of more than one counsel separate from its own counsel for all
Indemnified Persons in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances.
(c) The indemnity agreement contained in clauses (a) and (b)
of this Section 8 shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Remarketing Agent,
and shall survive the termination or cancellation of this Agreement and the
remarketing of any Shares hereunder.
Section 9. Termination of .
(a) This Agreement shall terminate as to the Remarketing Agent
and its obligations hereunder with respect to the Shares on the effective date
of the resignation or removal of the Remarketing Agent pursuant to Section 4
hereof. The obligations of the parties under this Agreement with respect to the
Shares (other than those provided in Sections 2(b)(i), 2(h), 2(i), 8 and 10)
will be suspended during a Non-Payment Period.
8
(b) In addition, the Remarketing Agent may terminate this
Agreement and all of its obligations hereunder, by notifying the Fund of its
election to do so, if any of the conditions referred to or set forth in Section
7 hereof have not been met or satisfied in full and such failure shall have
continued for a period of 30 days after such Remarketing Agent has given notice
thereof to the Fund specifying the condition which has not been met and
requiring it to be met.
Section 10. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent shall be determined solely by
the express provisions of this and the Articles. No
implied covenants or obligations shall be read into this Remarketing Agreement
or the Articles. In the absence of bad faith on the part of the Remarketing
Agent, the Remarketing Agent may conclusively rely upon any document furnished
to it, which purports to conform to the requirements of this Remarketing
Agreement or the Articles, as to the truth of the statements expressed in any of
such documents. The Remarketing Agent shall be protected in acting upon any
document or communication reasonably believed by it to have been signed,
presented or made by the proper party or parties. The Remarketing Agent shall
incur no liability to the Fund or to any Beneficial owner or Holder of a series
of the Shares in its individual capacity or as Remarketing Agent for any action
or failure to act in connection with a Remarketing or otherwise, except as a
result of its gross negligence or willful misconduct.
Section 11. Books and Records. The Remarketing Agent shall
keep such books and records with respect to the performance of its duties
hereunder as shall be consistent with prudent industry practice and shall make
such books and records available for inspection by the Fund on reasonable-notice
during normal business hours.
Section 12. Governing Law and Time. The Remarketing Agreement
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed in said State. Except
where otherwise provided, specified times of day refer to New York City time.
Section 13. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof, this Agreement shall remain in full force
and effect from the date hereof with respect to each series of the Shares until
the first day thereafter on which no such Shares are outstanding. Regardless of
any termination of this Agreement pursuant to any of the provisions hereof, the
obligations of the Fund pursuant to section 3(a) hereof and the Fund and the
Adviser pursuant to Section 8 hereof shall remain operative and in full force
and effect until fully satisfied.
Section 14. Successors and Assigns. The rights and obligations
of the Fund and Adviser hereunder may not be assigned or delegated to any other
person without the prior written consent of the Remarketing Agent. The rights
and obligations of the Remarketing Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the Fund.
This Agreement shall inure to the benefit of and be binding upon the Fund, the
Adviser and the Remarketing Agent and their respective successors and assigns,
and will not confer any benefit upon any other person, partnership, association
or corporation other than persons, if any, controlling the Remarketing Agent
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, or any Indemnified Person, to the extent provided in Section 8
hereof. The terms "successors" and "assigns" shall not include any purchaser of
any series of the Shares merely because of such purchase.
9
Section 15. Headings. The section headings herein are for
convenience of reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the interpretation of any
provisions of this Agreement.
Section 16. Severability. If any provision of this Agreement
shall be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule of
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstance or jurisdiction, or of rendering
any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatsoever.
Section 17. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same document.
Section 18. Remarketing Agent Not Acting as Underwriter. It is
understood and agreed by the parties hereto that the only obligations of the
Remarketing Agent hereunder are as set forth in Sections 2 and 11 hereof. When
engaged in remarketing any tendered Shares, the Remarketing Agent shall act only
as agent for and on behalf of each owner of such series of the Shares so
tendered. The Remarketing Agent shall not act as an underwriter for such
tendered Shares and shall not be obligated in any case to provide funds to make
payments to any Beneficial Owner upon such Beneficial Owner's tender of its
Shares in any Remarketing (except in its individual capacity as purchaser of
those Shares it may elect, in accordance with Section 5 hereof, to purchase, in
its sole discretion) or to otherwise expend or risk its own funds or incur or
become exposed to financial liability in the performance of its duties
hereunder.
Section 19. Amendment. This Agreement may be amended by any
instrument in writing signed by all of the parties hereto so long as this
Agreement as amended is not inconsistent with the Articles in effect as of the
date of any such amendment.
Section 20. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing and shall be deemed to have been validly given
or made when delivered or mailed, by registered or certified mail, postage
prepaid and return receipt requested, or by prepaid courier service, addressed
as follows: if to the Fund or the Adviser, to either of them at 000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxx;
and if to the Remarketing Agent, to Xxxxx Xxxxxx, Xxxxxx Xxxxx & Co.
Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Short-Term Preferred Sales and Trading - 44th Floor.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Remarketing Agreement to be executed in its name and on its behalf by one of its
duly authorized officers as of the date first above written.
VOYAGEUR MINNESOTA MUNICIPAL
INCOME FUND II, INC.
By:________________________________
Name:
Title:
VOYAGEUR FUND MANAGERS
By: VOYAGEUR ASSET MANAGEMENT
GROUP, INC.
Its General Partner
By:________________________________
Name:
Title:
XXXXX XXXXXX, XXXXXX XXXXX & CO.
INCORPORATED
By:________________________________
Name:
Title:
11
EXHIBIT A
[Remarketing Agent to Paying Agent-
to be used only for transfers made other than
pursuant to a Remarketing]
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
MUNICIPAL INCOME PREFERRED SHARES ("PREFERRED SHARES")
TRANSFER FORM
The undersigned hereby notifies you that:
_______________________________________________
(Print name of existing beneficial owner)
has sold ________ Preferred Shares to
_______________________________________________
(Print name of new beneficial owner)
XXXXX XXXXXX, XXXXXX XXXXX & CO. INCORPORATED
By:____________________________________________
Name:
Title:
12
