AMENDED AND RESTATED MUTUAL FUND
CUSTODY AND SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
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.................11
7. Appointment of Subcustodians..........................................12
8. Overdraft Facility and Security for Payment...........................13
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............................................23
APPENDIX B - 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 Xxx Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
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 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.
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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 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;
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(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 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
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(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, 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.
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(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
payments (or late payment) or nondelivery of Securities or
other property (or late delivery) by the counterparty.
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(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.
12
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 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.
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.
13
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.
14
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.
15
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 xxxx 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.
16
(d) If not paid directly or timely by the Fund, the Custodian may,
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
Series, individually, but are binding only upon the assets and
property of the Fund.
17
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 provisions shall be deemed to continue
to apply to the obligations and liabilities of the parties.
18
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.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxxx
The Funds:
Delaware Investments
0000 Xxxxxx Xxxxxx, 0xx xxxxx
Xxxxxxxxxxxx, XX 00000
Attn. Xxxx X'Xxxxxx
With a copy to:
Delaware Investments
0000 Xxxxxx Xxxxxx, 00xx xxxxx
Xxxxxxxxxxxx, XX 00000
Attn. General Counsel
19
or at such other place as the parties may from time to time
designate to the other in writing.
(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.
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed 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: Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: President/CEO/CFO
MELLON BANK, N.A.
By: Xxxxxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: First Vice President
21
APPENDIX A
----------
FUND OFFICERS
-------------
I, Xxxxx X. Xxxxxx, Xx., 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:
Xxxxx X. Xxxxxx Executive Vice President/Chief
Operating Officer/Chief Financial
Officer Xxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxxxx Executive Vice President/General
Counsel/Chief Administrative Officer Xxxxxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx Senior Vice President/Compliance
Director Xxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxx Senior Vice President/Deputy General
Counsel/Assistant Secretary Xxxxx X. Xxxxxx
---------------------
Xxxxxxxx X. Maestro Senior Vice President/Deputy General
Counsel/Secretary Xxxxxxxx X. Maestro
---------------------
Xxxxx X. Xxxxxx, Xx. Senior Vice President/Associate General
Counsel/Assistant Secretary Xxxxx X. Xxxxxx, Xx.
---------------------
Xxxxx X. X'Xxxxxx Senior Vice President/Associate General
Counsel/Assistant Secretary Xxxxx X. X'Xxxxxx
---------------------
By: Xxxxx X. Xxxxxx, Xx.
---------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Assistant Secretary
Dated:
00
XXXXXXXX X
----------
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 NAME SIGNATURE
SIGNATURES
Xxxxxxx X. Xxxxxx, SVP Xxxxxxx X. Xxxxxx
-----------------------
Xxxx X. X'Xxxxxx, VP Xxxx X. X'Xxxxxx
-----------------------
Xxxxxx X. Xxxxxxx, VP Xxxxxx X. Xxxxxxx
-----------------------
Xxxxx X. Xxxxxx, VP Xxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxxx, VP Xxxxxx X. Xxxxxxx
-----------------------
Xxxxx X. Xxxxxxx, VP Xxxxx X. Xxxxxxx
-----------------------
Xxxxxxx Xxxxxxxx, AVP Xxxxxxx Xxxxxxxx
-----------------------
Xxxxxxx Xxxxx, AVP Xxxxxxx Xxxxx
-----------------------
Xxxxx Xxxx, AVP Xxxxx Xxxx
-----------------------
Xxxx X. Xxxxxxx, AVP Xxxx X. Xxxxxxx
-----------------------
Xxxxxxxx Xxxxxxxx, AVP Xxxxxxxx Xxxxxxxx
-----------------------
Xxxxxx Xxxxxxxx, AVP Xxxxxx Xxxxxxxx
-----------------------
Xxxxx Xxxxxx, AVP Xxxxx Xxxxxx
-----------------------
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 Xxxxxxx X. Xxxxxx DATE 4/23/02
---------------------------- -------------
23
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 Xxxx
Xxxxx Xxxxxxxx
Xxxxx/Xxxxxxxx Xxxxxx
Xxxxx/Xxxxxxxx Xxxx
Xxxxxxxx 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."
24
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.
25
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
26
