EX-99(13)(b)(i)
AMENDMENT (THE "AMENDMENT") DATED _____________, 2006
TO THE PAYING AGENT AGREEMENT DATED MAY 14, 0000 XXXXXXX
XXXXXXXX XXXXXXXXXXX XXXXXXXXX MUNICIPAL INCOME FUND II, INC.
AND
BANKERS TRUST COMPANY
WHEREAS, DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
(formerly, Voyageur Minnesota Municipal Income Fund II, Inc.), a Minnesota
corporation, (the "Fund") and BANKERS TRUST COMPANY, a corporation duly
organized and existing under the laws of the State of New York, (the "Paying
Agent") have entered into a Paying Agent Agreement (the "Agreement") dated as of
May 14, 1993;
WHEREAS, Section 7.05 of the Agreement permits the parties to amend the
Agreement by a written instrument signed by a duly authorized representative of
each party; and
WHEREAS, pursuant to Article 5 of the Articles of Incorporation of the
Fund, the Board of Directors of the Fund has, by resolution at a meeting held on
August 17-18, 2005, approved Certificates of Designation to the Articles
providing for the creation of two new series of Municipal Income Preferred
Shares, Series C and Series D (the "New Series"), each a new series of the
Fund's class of preferred shares ranking on parity with the Fund's existing
Municipal Income Preferred Shares, Series A and Series B; and
WHEREAS, the parties wish to amend the Agreement to apply to the New
Series.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties hereto
amend the Agreement as follows:
1. The first introductory paragraph in the Agreement is replaced in its entirety
with:
The Fund issued 600 Municipal Income Preferred Shares, Series
A (the "Series A Preferred Shares") and 600 Municipal Income Preferred Shares,
Series B (the "Series B Preferred Shares"), 400 Municipal Income Preferred
Shares, Series C ("Series C") and 300 Municipal Income Preferred Shares, Series
D ("Series D") (collectively, the "Preferred Shares") pursuant to its Articles
(as defined below). The Fund desires that the Paying Agent perform certain
duties in connection with the Preferred Shares upon the terms and conditions of
this Agreement and hereby appoints the Paying Agent to act in the capacities set
forth in this Agreement.
2. The definition of "Statement" under Section 1.02 is replaced in its entirety
with:
"Statement" shall mean, collectively or individually, the
Statement Establishing and Fixing the Rights and Preferences of Municipal Income
Preferred Shares, Series A and Series B filed on May 12, 1993 in the office of
the Secretary of State of the State of Minnesota and the Statements Establishing
and Fixing the Rights and Preferences of Municipal Income Preferred Shares,
Series C and Series D, each filed on _____________, 2006 in the office of the
Secretary of State of the State of Minnesota.
3. Paragraph (d)(iv) of Section 2.01 is replaced in its entirety with:
(iv) Notwithstanding the foregoing provisions of this
subparagraph (d), the Paying Agent will not redeem fewer than all of
the outstanding Preferred Shares of any series without the written
consent of the Remarketing Agent if, after such partial redemption,
fewer than 100 Preferred Shares of Series A, B or D, or fewer than
300 Preferred Shares of Series C, will remain outstanding.
4. Section 4.01 is replaced in its entirety with:
SECTION 4.01 Issue of Share Certificates. On the date of
issuance of the Preferred Shares, Series A and Series B, one certificate for the
Series A Preferred Shares and one certificate for the Series B Preferred Shares
was issued by the Fund. On the date of issuance of the Preferred Shares, Series
C and Series D, one certificate for the Series C Preferred Shares and one
certificate for the Series D Preferred Shares shall be issued by the Fund. Such
certificates shall be registered in the name of the Securities Depository or its
nominee and countersigned by the Paying Agent in its capacity as registrar,
which shall deliver the certificates to the Securities Depository.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date first written above and hereby executed this Amendment.
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME
FUND II, INC.
By:___________________________________
Name:
Title:
BANKERS TRUST COMPANY
By:___________________________________
Name:
Title:
