EX-99(13)(a)(i)
AMENDMENT (THE "AMENDMENT") DATED _____________, 2006
TO THE DATED MAY 14, 1993 AMONG
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.,
DELAWARE MANAGEMENT COMPANY AND CITIGROUP GLOBAL SECURITIES
WHEREAS, DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
(formerly, Voyageur Minnesota Municipal Income Fund II, Inc.), a Minnesota
corporation (the "Fund"), DELAWARE MANAGEMENT COMPANY, a series of Delaware
Management Business Trust, a Delaware statutory trust (successor to Voyageur
Fund Managers), and CITIGROUP GLOBAL SECURITIES (formerly, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ & Co. Incorporated), a Delaware corporation ("Citigroup"), have entered
into a (the "Agreement") dated as of May 14, 1993;
WHEREAS, Section 19 of the Agreement permits the parties to amend the
Agreement by a written instrument signed by all parties, so long as the
Agreement, as amended, is not inconsistent with the Articles of Incorporation of
the Fund (the "Articles") in effect as of the date of the Amendment; and
WHEREAS, pursuant to Article 5 of the Articles 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 series of 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 "WHEREAS" clause in the Agreement is replaced in its
entirety as follows:
WHEREAS, the Fund has issued 600 Municipal Income Preferred
Shares, Series A ("Series A"), 600 Municipal Income Preferred Shares, Series B
("Series B"), 400 Municipal Income Preferred Shares, Series C ("Series C") and
300 Municipal Income Preferred Shares, Series D ("Series D"), each par value
$.01 per share and with a liquidation preference of $50,000 per share plus
accumulated but unpaid dividends (collectively, the "Shares"), pursuant to and
with the powers, preferences and rights assigned to them in the Fund's Articles
of Incorporation, as amended to the date hereof and including the statements
establishing and fixing the rights and preferences of the Shares (the
"Statements"), on file with the Secretary of State of the State of Minnesota
(together, the Fund's Articles of Incorporation and the Statements are referred
to herein as the "Articles").
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:
DELAWARE MANAGEMENT COMPANY, A SERIES OF
DELAWARE MANAGEMENT BUSINESS TRUST
By:_______________________________________
Name:
Title:
CITIGROUP GLOBAL SECURITIES
By:_______________________________________
Name:
Title:
