DELAWARE CLOSED-END FUNDS
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
THIS AGREEMENT, made as of this 1st day of July, 1998 by and between
the registered investment companies listed on Schedule A, which Schedule may be
amended from time to time as provided in Section 8 hereof (each corporation or
common law or business trust, hereinafter referred to as a "Company," and all
such entities collectively hereinafter referred to as, the "Companies"), and
DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware corporation, having its
principal office and place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Companies and
Delaware Management Company provide, in part, that each Company shall conduct
its business and affairs and shall bear the expenses necessary and incidental
thereto including, but not in limitation of the foregoing, the costs incurred
with respect to administrative and accounting services; and
WHEREAS, the services to be provided under this agreement previously
were provided by unaffiliated third party administrators; and
WHEREAS, the Companies and DSC desire to have a written agreement
concerning the performance of administrative and accounting services for each
Company and providing compensation therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
Section 1.1 The Companies hereby each appoint DSC as their
administrative and accounting agent ("Accounting Agent"), to provide such
services as are set forth herein and DSC hereby accepts such appointment and
agrees to provide the Companies, as their agent, the services described herein.
Section 1.2 The Companies shall pay DSC and DSC shall accept, for the
services provided hereunder, the compensation provided for in Section VI hereof.
The Companies also shall reimburse DSC for expenses incurred or advanced by it
for the Companies in connection with its services hereunder.
II. DOCUMENTATION
Section 2.1 Each Company represents that it has provided or made
available to DSC (or has given DSC an opportunity to examine) copies of, and DSC
represents that it has received from the Companies (or is otherwise familiar
with), the following documents:
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A. The Articles of Incorporation or Agreement and Declaration
of Trust or other document, as relevant, evidencing each Company's form of
organization and any current amendments thereto.
B. The By-Laws or Procedural Guidelines of each Company.
C. Any resolution or other action of each Company or the Board
of Directors or Trustees of each Company establishing or affecting the rights,
privileges or other status of any class of shares of a Company, or altering or
abolishing any such class.
D. A certified copy of a resolution of the Board of Directors
or Trustees of each Company appointing DSC as Accounting Agent for each Company
and authorizing the execution of this Agreement or an amendment to Schedule A of
this Agreement.
E. A copy of each Company's currently effective prospectus[es]
and Statement[s] of Additional Information under the Securities Act of 1933, if
effective.
F. A certified copy of any resolution of the Board of
Directors or Trustees of each Company authorizing any person to give
instructions to DSC under this Agreement (with a specimen signature of such
person if not already provided), setting forth the scope of such authority.
G. Any amendment, revocation or other document altering,
adding, qualifying or repealing any document or authority called for under this
Section 2.1.
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Section 2.2 Each Company and DSC may consult as to forms or documents
that may be required in performing services hereunder.
Section 2.3 Each Company warrants the following:
A. The Company is, or will be, a properly registered
investment company under the Investment Company Act of 1940 (the "1940 Act") and
any and all shares which it issues will be properly registered and lawfully
issued under applicable federal and state laws.
B. The provisions of this contract do not violate the terms of
any instrument by which the Company is bound; nor do they violate any law or
regulation of any body having jurisdiction over the Company or its property.
Section 2.4 DSC warrants that the provisions of this contract do not
violate the terms of any instrument by which DSC is bound; nor do they violate
any law or regulation of any body having jurisdiction over DSC or its property.
III. SERVICES TO BE PROVIDED BY DSC
Section 3.1 Net Asset Value ("NAV") Calculation. As Accounting Agent
for each Company, DSC will perform all functions necessary to provide NAV
calculations for each Company, including:
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A. Maintaining each Company's securities portfolio history by:
1. recording portfolio purchases and sales;
2. recording corporate actions and capital changes
relating to portfolio securities;
3. accruing interest, dividends and expenses; and
4. maintaining the income history for securities
purchased by a Company.
B. Determining distributions to Company shareholders.
C. Recording and reconciling shareholder activity including
reconciling Company shares outstanding to the records maintained by the
Company's transfer agent.
D. Valuing a Company's securities portfolio, which includes
determining the NAV for the Company.
E. Disseminating Company NAVs and dividends to interested
parties (including the stock exchanges on which the Companies are listed and
other interested parties).
F. Resolving pricing and/or custody discrepancies.
Section 3.2 Financial Reporting. As Accounting Agent, DSC shall perform
financial reporting services for each Company, which shall include:
A. The preparation of semi-annual and annual reports for
shareholders which involves the performance of the following functions:
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1. preparing all statements of net assets, statements
of operations and statements of changes in net assets for the Company;
2. preparing footnotes to financial statements for
the Company;
3. preparing workpapers for each Company's annual
audit by its independent public accountants; and
4. coordinating the annual audit by each Company's
independent public accountants.
B. Reporting to the ICI in response to requests for monthly
and other periodic information.
C. Performing statistical reporting, which includes periodic
reports for third party reporting agencies.
D. Furnishing financial information for any additional
required SEC reporting, such as the preparation of financial information for
each Company's reporting on Form N-SAR, the furnishing of financial information
for each Company's prospectus[es] and statement[s] of additional information,
and the financial information required for each Company's annual Rule 24f-2
notice filing.
Section 3.3 Compliance Testing. DSC will monitor, test and prepare and
maintain supporting schedules which evidence compliance with the definitional
and distribution requirements under the Internal Revenue Code of 1986, as
amended ("IRC"), including the following:
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A. The requirement to be registered at all times during the
taxable year under the 0000 Xxx (XXX Section 851(a)).
B. The annual ninety percent gross income test (IRC Section
851(b)(2)).
C. The quarterly IRC industry diversification tests (IRC
Sections 851(b)(4) and 817(h)).
D. The 90% distribution requirements (IRC Section 852(a)).
Section 3.4 Other Services. In addition to the above, DSC, in its
capacity as Accounting Agent for the Company, will perform the following
services:
A. Providing the financial information necessary for the
preparation of all federal and state tax returns and ancillary schedules,
including:
1. year-end excise tax distributions; and
2. compliance with Subchapter M and Section 4982 of
the IRC.
B. Performing special tax reporting to transfer agent for
dissemination to shareholders, including the preparation of reports which
reflect income earned by each Company by state, exempt income and distributions
that qualify for the corporate dividends received deduction.
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C. The preparation of expense and budget figures for each
Company, including the maintenance of detailed records pertaining to expense
accruals and payments and adjusting reports to reflect accrual adjustments.
D. The preparation of reports for Board of Directors' or
Trustees' meetings.
E. Coordination of the custody relationship.
F. Facilitating security settlements.
G. Performance of required foreign security accounting
functions.
H. Performance of cash reconciliations for each Company.
I. Providing identified reports to portfolio managers
including:
1. providing portfolio holdings and security
valuation reports;
2. preparing cash forecasts and reconciliations as
mutually agreed upon; and
3. preparing income projections.
J. Prepare and file reports and other documents and notices
required by U.S. Federal securities laws and regulations and by U.S. stock
exchanges on which Company shares are listed.
K. Arrange for payment of Company's expenses.
L. Oversee the performance of professional services rendered
to the Company by its custodian and auditors.
M. Prepare such financial information and reports as may be
required by any banks from which the Company borrows funds.
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N. Prepare reports related to the Company's preferred stock
and commercial paper, if any, as required by rating agencies.
O. Assist in preparing financial information relating to the
Company for the Company's proxy materials and earnings press releases.
P. Provide the Company's transfer agent, dividend disbursing
agent and custodian with such information as is required for such parties to
effect the payment of dividends and distributions and to implement the Company's
dividend reinvestment plan.
IV. PERFORMANCE OF DUTIES
Section 4.1 DSC may request or receive instructions from a Company and
may, at a Company's expense, consult with counsel for the Company or its own
counsel, with respect to any matter arising in connection with the performance
of its duties hereunder, and shall not be liable for any action taken or omitted
by it in good faith in accordance with such instructions or opinions of counsel.
Section 4.2 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.
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Section 4.3 Upon notice thereof to a Company, DSC may employ others to
provide services to DSC in its performance of this Agreement.
Section 4.4 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to all Companies of the
Delaware Investments Family of Funds and to others, and may be used to perform
other services for all of the Companies of the Delaware Investments Family of
Funds and others.
Section 4.5 The Companies and DSC may, from time to time, set forth in
writing at the Companies' expense certain guidelines to be applicable to the
services hereunder.
V. ACCOUNTS AND RECORDS
Section 5.1 The parties hereto agree and acknowledge that the accounts
and records maintained by DSC with respect to a Company shall be the property of
such Company, and shall be made available to the relevant Company promptly upon
request and shall be maintained for the periods prescribed in Rule 31a-2 under
the Investment Company Act of 1940 or such longer period as shall be agreed to
by the parties hereto, at such Company's expense.
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VI. COMPENSATION
Section 6.1 The Companies and DSC acknowledge that the compensation to
be paid hereunder to DSC is intended to induce DSC to provide services under
this Agreement of a nature and quality which the Boards of Directors or Trustees
of the Companies, including a majority who are not parties to this Agreement or
interested person of the parties hereto, have determined after due consideration
to be necessary for the conduct of the business of a Company in the best
interests of a Company and its shareholders.
Section 6.2 Compensation by a Company hereunder shall be determined in
accordance with Schedule B hereto as it shall be amended from time to time as
provided for herein and which is incorporated herein as a part hereof.
Section 6.3 Compensation as provided in Schedule B shall be reviewed
and approved for each Company in the manner set forth in Section 8.1 hereof by
the Boards of Directors or Trustees of the Companies at least annually and may
be reviewed and approved more frequently at the request of either party. The
Boards may request and DSC shall provide such information as the Boards may
reasonably require to evaluate the basis of and approve the compensation.
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VII. STANDARD OF CARE
Section 7.1 The Companies acknowledge that DSC shall not be liable for,
and in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the performance of its duties under this contract, agree
to indemnify DSC against, any claim or deficiency arising from the performance
of DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any Accounting or other
proceeding, and acknowledge that any risk of loss or damage arising from the
conduct of a Company's affairs in accordance herewith or in accordance with
guidelines or instructions given hereunder, shall be borne by the Company. The
indemnification provided for in this Section 7.1 shall be made Company by
Company so that DSC is only entitled to indemnification from a Company for
actions arising from the performance of DSC's duties as to that Company.
VIII. CONTRACTUAL STATUS
Section 8.1 This Agreement shall be executed and become effective as to
a Company listed on Schedule A as of the date first written above if approved by
a vote of such Company's Board of Directors or Trustees, including an
affirmative vote of a majority of the non-interested members of the Board of
such Company, cast in person at a meeting called for the purpose of voting on
such approval. It shall continue in effect for an indeterminate period, and is
subject to termination as to a Company DSC, as the case may be, on sixty (60)
days notice by either that Company or DSC, unless earlier terminated or amended
by agreement among the parties. A Company shall be permitted to terminate this
Agreement on sixty (60) days notice to DSC. Compensation under this Agreement by
a Company shall require approval by a majority vote of the Board of Directors or
Trustees of such Company, including an affirmative vote of the majority of the
non-interested members of such Board cast in person at a meeting called for the
purpose of voting such approval.
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Section 8.2 This Agreement shall become effective as to any Company not
included on Schedule A as of the date first written above, but desiring to
participate in this Agreement, on such date as an amended Schedule A adding such
new Company to such Schedule is executed by DSC and such new Company following
approval by the Company desiring to be included in this Agreement in accordance
with the method specified in Section 8.1. Any such amended Schedule A shall not
affect the validity of this Agreement as between DSC and the other Companies
which have executed this Agreement or any subsequent amendment to Schedule A of
this Agreement.
Section 8.3 This Agreement may not be assigned by DSC without the
approval of all of the Companies.
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Section 8.4 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
By: /s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President/Chief Executive Officer/
Chief Financial Officer
DELAWARE GROUP DIVIDEND and INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND and INCOME FUND, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx
Chairman
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SCHEDULE A
INVESTMENT COMPANY PARTIES TO AGREEMENT
DELAWARE GROUP DIVIDEND and INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND and INCOME FUND, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
SCHEDULE B
COMPENSATION
Fee Schedule for The Delaware Closed-End Funds
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The Company shall pay the Accounting Agent a monthly fee at an annual
rate of 0.05% of the Company's average daily or weekly net assets, as
applicable, based on the net asset value on each day or on the last day of each
week, as applicable, on which the New York Stock Exchange is open for business
(or on such other day as may be established by the Company's Board of
Directors). Average net assets shall be calculated for this purpose without
regard to the liquidation value of any outstanding shares of preferred stock of
the Company and without regard to liabilities arising from other senior
securities, borrowings or other forms of leveraging. The minimum annual fee per
fund payable to the Accounting Agent shall be $85,000 for Companies whose assets
consist exclusively of U.S. securities, and $100,000 for any Company owning
non-U.S. securities.
