AMENDMENT NO. 2 TO SECURITIES LENDING AUTHORIZATION AGREEMENT
EX-99.g.2.ii
AMENDMENT NO. 2 TO SECURITIES LENDING
AUTHORIZATION AGREEMENT
This AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT is made and
effective as of the 1st day of January, 2010 (the “Effective Date”), by and
between each investment company listed on Schedule 1 attached hereto (referred
to herein, individually, as a “Client” and, collectively, as the “Clients”) on
behalf of one or more of its series funds listed below such investment company
on Schedule 1 attached hereto (referred to herein, individually, as a “Fund”
and, collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON, successor by operation of law to Mellon Bank, N.A (the "Lending
Agent").
WHEREAS, the Client and Mellon Bank,
N.A., have entered into a certain Securities Lending Authorization Agreement
dated as of July 20, 2007 with respect to certain lendable securities held by
each Fund (as amended, modified or supplemented from time to time, the
“Agreement”); and
WHEREAS, The Bank of New York Mellon has
succeeded by operation of law to all right, title and interest of Mellon Bank,
N.A., in, to and under the Agreement; and
WHEREAS, the Client and the Lending Agent
desire to amend the Agreement in certain respects as hereinafter provided:
NOW, THEREFORE, the parties
hereto, each intending to be legally bound, do hereby agree as follows:
1. From and after the Effective Date, the
Agreement is hereby amended by deleting Exhibit C therefrom in its entirety and
substituting in lieu thereof a new Exhibit C identical to that which is attached
hereto as Attachment 1.
2. Except as expressly amended hereby,
all of the provisions of the Agreement shall continue in full force and effect;
and are hereby ratified and confirmed in all respects. Upon the effectiveness of
this Amendment, all references in the Agreement to “this Agreement” (and all
indirect references such as “herein”, “hereby”, “hereunder” and “hereof”) shall
be deemed to refer to the Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.
| THE BANK OF NEW YORK MELLON | |
| By: | /s/ Xxxxx X. Xxxxxx |
| Title: | XXXXX X. XXXXXX |
| Executive Vice President | |
| BYN Mellon Global Securities Lending | |
| DELAWARE GROUP ADVISER FUNDS, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP EQUITY FUNDS I, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP EQUITY FUNDS II, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP EQUITY FUNDS III, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP EQUITY FUNDS IV, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP EQUITY FUNDS V, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP FOUNDATION FUNDS, | |
| on behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP INCOME FUNDS, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP TAX-FREE FUND, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP GLOBAL & | |
| INTERNATIONAL FUNDS, on behalf of its Funds | |
| identified on Schedule 1 | |
| DELAWARE GROUP GOVERNMENT FUND, on | |
| behalf of its Funds identified on Schedule 1 | |
| DELAWARE GROUP LIMITED-TERM |
| GOVERNMENT FUNDS, on behalf of its Funds |
| identified on Schedule 1 |
| DELAWARE POOLED TRUST, on behalf of its |
| Funds identified on Schedule 1 |
| VOYAGEUR MUTUAL FUNDS III, on behalf of |
| its Funds identified on Schedule 1 |
| DELAWARE VIP TRUST, on behalf of its Funds |
| identified on Schedule 1 |
| DELAWARE INVESTMENTS DIVIDEND AND |
| INCOME FUND, INC. |
| DELAWARE INVESTMENTS GLOBAL |
| DIVIDEND AND INCOME FUND, INC. |
| DELAWARE INVESTMENTS ENHANCED |
| GLOBAL DIVIDEND AND INCOME FUND |
| By: | /s/ Xxxxxxx Xxxxx |
| Title: | Chief Financial Officer |
which Amendment is
made and effective as of January 1, 2010, by and between THE BANK OF NEW YORK
MELLON, successor by operation of law to Mellon Bank, (the “Lending Agent”) and the Clients on behalf of their
respective Funds.
MELLON, successor by operation of law to Mellon Bank, (the “Lending Agent”) and the Clients on behalf of their
respective Funds.
EXHIBIT C
to
SECURITIES LENDING AUTHORIZATION AGREEMENT
dated July 20, 2007
by and between
THE BANK OF NEW YORK MELLON, as Lending Agent, and the Clients on behalf of their respective Funds. (as
amended from time to time, the “Agreement”)
to
SECURITIES LENDING AUTHORIZATION AGREEMENT
dated July 20, 2007
by and between
THE BANK OF NEW YORK MELLON, as Lending Agent, and the Clients on behalf of their respective Funds. (as
amended from time to time, the “Agreement”)
Securities Lending Fee
Split
The following is the fee split referred to in
Section 12 (entitled Compensation to the Lending Agent) of the Securities
Lending Authorization dated July 20, 2007, by and between THE BANK OF NEW YORK
MELLON, successor by operation of law to MELLON BANK, N.A., as Lending Agent,
and the Clients on behalf of their respective Funds. The Lending Agent shall
retain 15% of the net securities lending revenues generated under this Agreement
as compensation for its securities lending services and the Funds shall be
entitled to the remainder of such net securities lending revenues. For purposes
hereof, “net securities lending revenues” shall mean (i) all loan premium fees
derived from the Lending Agent’s acceptance of non-cash Collateral; plus (ii)
all income and earnings from the investment and reinvestment of the Fund’s cash
Collateral minus rebate and similar fees paid by the Lending Agent to the
Borrower.
THE BANK OF NEW YORK
MELLON, successor by operation of law to Mellon Bank, N.A., as the Lending
Agent, has agreed to be responsible for the custody transaction fees related to
the securities lending activity under this Agreement. The Lending Agent will pay
these fees out of its portion of the fee split. Except as provided above, the
Lending Agent shall not charge any administrative or other fees in connection
with its administration of collateral received by the Lending Agent in respect
of the loan of the Funds Securities.
