EXHIBIT (d)(3)
MELLON INVESTOR SERVICES LLC
--------------------------------------------------------------------------------
SERVICE AGREEMENT AND FEE SCHEDULE
FOR
TRANSFER AGENT SERVICES
TO
Delaware Group Dividend and Income Fund, Inc.
Date: December 8, 2000
--------------------------------------------------------------------------------
TRANSFER AGENT AGREEMENT
MELLON INVESTOR SERVICES LLC T A AGREEMENT
--------------------------------------------------------------------------------
THIS TRANSFER AGENT AGREEMENT between Delaware Group Dividend and Income Fund,
Inc., a Maryland corporation ("Client"), and Mellon Investor Services LLC, a New
Jersey limited liability company ("Mellon Investor Services"), is dated as of
December 8, 2000.
1. Appointment. Client appoints Mellon Investor Services as its transfer
agent, registrar and dividend disbursing and dividend reinvestment agent and
Mellon Investor Services accepts such appointment in accordance with the
following terms and conditions for all authorized shares of each class of stock
listed in Exhibit A hereto (the "Shares").
2. Term of Agreement.
(a) This Agreement shall commence on the date hereof and shall continue
for a term of three years. This Agreement shall remain in effect after the
initial three year period until terminated. Either party may terminate
this Agreement upon sixty (60) days written notice to the other party.
(b) In the event this Agreement is terminated by Client, Client's notice
must include a certified resolution of the Board of Directors of Client to
such effect, instructions as to the disposition of records, as well as any
additional documentation reasonably requested by Mellon Investor Services.
Except as otherwise expressly provided in this Agreement, the respective
rights and duties of Client and Mellon Investor Services under this
Agreement shall cease upon termination of the appointment.
3. Duties of Mellon Investor Services. Mellon Investor Services shall,
subject to payment of Mellon Investor Services' fees and expenses as set forth
in the Exhibits hereto, provide to Client the customary services provided by a
transfer agent, registrar and dividend disbursing and dividend reinvestment
agent, including the services listed in Exhibit B hereto.
4. Representations and Warranties of Client. Client represents, warrants and
covenants to Mellon Investor Services that:
(a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable; and
any Shares to be issued hereunder, when issued, shall have been duly
authorized, validly issued and fully paid and will be non-assessable;
(b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such
registration has become effective, or are exempt from such registration;
and have been duly registered under the Securities Exchange Act of 1934,
as amended, or are exempt from such registration;
(c) any Shares to be issued hereunder, when issued shall have been duly
registered under the Securities Act of 1933, as amended, and such
registration shall have become effective or shall be exempt from such
registration; and shall have been duly registered under the Securities
Exchange Act of 1934, as amended, or shall be exempt from such
registration;
(d) Client has paid or caused to be paid all taxes, if any, which were
payable upon or in respect of the original issuance of the Shares issued
and outstanding on the date hereof;
(e) The execution and delivery of this Agreement, and the issuance and
any subsequent transfer of the Shares hereunder, do not and will not
conflict with, violate, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under the charter or the by-laws of
Client, any law or regulation, any order or decree of any court or public
authority having jurisdiction or result in a material breach of, or
constitute a material default under, any mortgage, indenture, contract,
agreement or undertaking to which Client is a party or by which it is
bound and this Agreement is enforceable against Client in accordance with
its terms, except as may be
MELLON INVESTOR SERVICES LLC T A AGREEMENT
--------------------------------------------------------------------------------
limited by bankruptcy, insolvency, moratorium, reorganization and other
similar laws affecting the enforcement of creditors' rights generally; and
(f) Client agrees to provide the documentation and notifications listed
in Exhibit C hereto.
5. Compensation and Expenses. Client shall compensate Mellon Investor
Services for its services hereunder in accordance with the fee schedules listed
in Exhibit D hereto. Such fees may be adjusted by the annual percentage of
change in the latest Consumer Price Index of All Urban Consumers (CPI-U) United
States City Average, 1982-84=100, as published by the U.S. Department of Labor,
Bureau of Labor Statistics. In accordance with Exhibit D hereto, Client shall
reimburse Mellon Investor Services for all reasonable expenses, disbursements or
advances incurred by it in accordance herewith. All amounts owed to Mellon
Investor Services hereunder are due upon receipt of the invoice. Delinquent
payments are subject to a late payment charge of one and one half percent (1.5%)
per month commencing forty-five (45) days from the invoice date. Client agrees
to reimburse Mellon Investor Services for any attorney's fees and any other
costs associated with collecting delinquent payments. Mellon Investor Services
may suspend transfers and/or terminate this Agreement upon thirty (30) days
prior written notice if (i) Client fails to pay fees hereunder or (ii) any
proceeding in bankruptcy, reorganization, receivership or insolvency is
commenced by or against Client, Client shall become insolvent, or shall cease
paying its obligations as they become due or makes any assignment for the
benefit of its creditors.
6. Scope of Agency.
(a) Mellon Investor Services shall act solely as agent for Client under
this Agreement and owes no duties hereunder to any other person. Mellon
Investor Services undertakes to perform the duties and only the duties
that are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against Mellon
Investor Services.
(b) Mellon Investor Services may rely upon, and shall be protected in
acting or refraining from acting upon, (i) any Client communication
authorized by this Agreement; (ii) any communication from any predecessor
Transfer Agent or co-Transfer Agent or from any Registrar (other than
Mellon Investor Services), predecessor Registrar or co-Registrar, and;
(iii) any other written instruction, notice, request, direction, consent,
report, certificate, or other instrument, paper or document believed by
Mellon Investor Services to be genuine and to have been signed or given by
the proper party or parties. In addition, Mellon Investor Services is
authorized to refuse to make any transfer it deems improper.
(c) Mellon Investor Services may consult with reputable legal counsel in
respect of questions of law which arise in connection with the performance
of Mellon Investor Services' duties under this Agreement, and the advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by Mellon Investor
Services hereunder in good faith and in reasonable reliance thereon.
(d) Any instructions given by Client to Mellon Investor Services orally,
as permitted by any provision of this Agreement, shall be confirmed in
writing by Client as soon as practicable. Mellon Investor Services shall
not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions
which do not conform with the written confirmation received in accordance
with this Section 6(d).
(e) Mellon Investor Services shall not be obligated to take any legal
action hereunder; if, however, Mellon Investor Services determines to take
any legal action hereunder, and, where the taking of such legal action
might in Mellon Investor Services' judgment subject or expose Mellon
Investor Services to any expense or liability, Mellon Investor Services
shall not be required to act unless Mellon Investor Services shall have
been furnished with an indemnity satisfactory to Mellon Investor Services.
MELLON INVESTOR SERVICES LLC T A AGREEMENT
--------------------------------------------------------------------------------
7. Indemnification.
(a) Client shall indemnify Mellon Investor Services for, and hold it
harmless against, any loss, liability, claim or expense ("Loss") arising
out of or in connection with Mellon Investor Services' duties under this
Agreement, including the costs and expenses of defending itself against
any Loss, except to the extent that such Loss shall have been determined
by a court of competent jurisdiction to be a result of Mellon Investor
Services' negligence, bad faith or willful misconduct
(b) Mellon Investor Services shall indemnify Client for, and hold it
harmless against, any Loss arising out of or in connection with Mellon
Investor Services' duties under this Agreement, including the costs and
expenses of defending itself against any Loss, to the extent that such
Loss shall have been determined by a court of competent jurisdiction to be
a result of Mellon Investor Services' negligence, bad faith or willful
misconduct.
8. Limitation of Liability.
(a) In the absence of negligence, bad faith or intentional misconduct on
its part, Mellon Investor Services shall not be liable for any action
taken, suffered, or omitted by it or for any error of judgment made by it
in the performance of its duties under this Agreement. In no event will
Mellon Investor Services be liable for special, indirect, incidental or
consequential loss or damages of any kind whatsoever (including but not
limited to lost profits), even if Mellon Investor Services has been
advised of the possibility of such damages. Any liability of Mellon
Investor Services will be limited to the aggregate amount of fees paid by
Client and each of Client's affiliates listed in Exhibit E hereto (the
"Affiliated Funds") to Mellon Investor Services during the twelve (12)
month period immediately prior to the event which gave rise to such
liability (such aggregate amount of fees to be calculated without
offsetting any damages paid to the Affiliated Funds by Mellon Investor
Services pursuant to their respective agreements with Mellon Investor
Services); provided, however, that if such event has occurred prior to the
first anniversary of the date hereof, Mellon Investor Services' liability
shall be limited to the average aggregate monthly fee paid by Client and
the Affiliated Funds to Mellon Investor Services during the expired term
of this Agreement, multiplied by twelve (12).
(b) In the event any question or dispute arises with respect to Mellon
Investor Services' duties hereunder, Mellon Investor Services shall not be
required to act or be held liable or responsible for its failure or
refusal to act until the question or dispute has been (i) judicially
settled (and, if appropriate, either may file a suit in interpleader or
for a declaratory judgment for such purpose) by final judgment rendered by
a court of competent jurisdiction that is binding on all parties
interested in the matter and is no longer subject to review or appeal, or
(ii) settled by a written document in form and substance satisfactory to
Mellon Investor Services and executed by Client. In addition, Mellon
Investor Services may require for such purpose, but shall not be obligated
to require, the execution of such written settlement by parties that may
have an interest in the settlement.
9. Force Majeure. Mellon Investor Services shall not be liable for any
failures, delays or losses, arising directly or indirectly out of conditions
beyond its reasonable control, including, but not limited to, acts of
government, exchange or market ruling, suspension of trading, work stoppages or
labor disputes, civil disobedience, riots, rebellions, electrical or mechanical
failure, computer hardware or software failure, communications facilities
failures including telephone failure, war, fires, earthquakes, storms, floods,
acts of God or similar occurrences.
10. Market Data. Client acknowledges that Mellon Investor Services may provide
real-time or delayed quotations and other market information and messages
("Market Data"), which Market Data is
MELLON INVESTOR SERVICES LLC T A AGREEMENT
--------------------------------------------------------------------------------
provided to Mellon Investor Services by certain national securities exchanges
and associations who assert a proprietary interest in Market Data disseminated
by them but do not guarantee the timeliness, sequence, accuracy or completeness
thereof. Client agrees and acknowledges that Mellon Investor Services shall not
be liable in any way for any loss or damage arising from or occasioned by any
inaccuracy, error, delay in, omission of, or interruption in any Market Data or
the transmission thereof.
11. Notices. All notices, demands and other communications shall be in writing
and sent or delivered to the addresses indicated on the signature page hereof.
Notice will be effective on the date that it is received.
12. Nondisclosure. Mellon Investor Services shall not disclose any "nonpublic
personal information" (as such term is defined in Regulation S-P) pertaining to
the Client's shareholders to any third party or use such information other than
for the purposes of providing the services contemplated by this Agreement, other
than as required or permitted by law, regulation or judicial or administrative
order.
13 Miscellaneous.
(a) Amendments. This Agreement may not be amended or modified in any
manner except by a written agreement signed by both Mellon Investor
Services and Client.
(b) Governing Law. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
(c) Survival of Terms. The obligations of Client under Sections 5, 7 and
8 shall survive the termination of this Agreement.
(d) Assignment. This Agreement may not be assigned, or otherwise
transferred, in whole or in part, by either party without the prior
written consent of the other party, which the other party will not
unreasonably withhold, condition or delay. Any attempted assignment in
violation of the foregoing will be void.
(e) Headings. The headings contained in this Agreement are for the
purposes of convenience only and are not intended to define or limit the
contents of this Agreement.
(f) Severance. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is found to violate
a law, it will be severed from the rest of the Agreement and ignored.
(g) Counterparts. This Agreement may be executed manually in any number of
counterparts, each of which such counterparts, when so executed and
delivered, shall be deemed an original, and all such counterparts when
taken together shall constitute one and the same original instrument.
(h) Entire Agreement. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and
merges all prior written or oral communications, understandings, and
agreements with respect to the subject matter of this Agreement. The
parties acknowledge that the Exhibits hereto are an integral part of this
Agreement.
(i) Benefits of this Agreement Nothing in this Agreement shall be
construed to give any person or entity other than Mellon Investor Services
and Client any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit
of Mellon Investor Services and Client.
MELLON INVESTOR SERVICES LLC T A AGREEMENT
--------------------------------------------------------------------------------
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized officers as of the day and year above written.
Delaware Group Dividend and Income Fund, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President/Treasurer
Address: Xxx Xxxxxxxx Xxxxxx
Xxxx, Xxxxx: Xxxxxxxxxxxx, XX 00000
TEL/FAX: 000-000-0000 / 000-000-0000
MELLON INVESTOR SERVICES LLC
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
NOTICE ADDRESS:
Address: 00 Xxxx Xxxxxx - 0xx Xxxxx
Xxxx, Xxxxx: Xxx Xxxx, XX 00000
TEL/FAX: 000-000-0000 / 000-000-0000/10
E-Mail: xxxxxxxx@xxxxxxxxxxx.xxx
WITH COPY TO:
Address: 00 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxx
----------------------------------------
Xxxx, Xxxxx: Xxxxxxxxxx Xxxx, Xxx Xxxxxx 00000
----------------------------------------
Attn: Legal Department
----------------------------------------
TEL/FAX: 000-000-0000 / 000-000-0000
----------------------------------------
MELLON INVESTOR SERVICES LLC EXHIBIT A
--------------------------------------------------------------------------------
STOCK SUBJECT TO THE AGREEMENT
Number of Number of
Authorized Shares Authorized Shares
Issued and Reserved for
Outstanding Future Issuance
Class of Number of (including Under Existing
Stock Authorized Shares Treasury Shares) Agreements
--------------- ------------------- ------------------- ------------------
1. Common 500,000,000 14,307,000 0
Stock
2.
3.
4.
MELLON INVESTOR SERVICES LLC EXHIBIT B
--------------------------------------------------------------------------------
SERVICES TO BE PROVIDED
Account Maintenance Functions
o Opening new accounts
o Posting debits and credits
o Maintaining certificate history
o Placing and releasing stop transfer notations
o Consolidating accounts
o Coding accounts requiring special handling (e.g. "bad address," "do not
mail," "VIP," etc.)
o Processing address changes
o Responding to shareholder correspondence
o Providing a dedicated 800 phone number for shareholder inquiries
o Obtaining and posting Taxpayer Identification Number certifications
pursuant to IDTCA regulations
o Maintaining closed accounts for the purpose of research and tax reporting
o Purging closed accounts that meet selective criteria
o Providing unlimited on-line access to shareholder records
o Training on system access
Certificate Issuance Functions
o Qualifying under the rules of the NYSE and AMEX to act in the dual
capacity as transfer agent and registrar
o Maintaining mail and window facilities for the receipt of transfer
requests
o Maintaining and securing unissued certificate inventory and supporting
documents
o Examining issuance or transfer requests to ensure that proper authority is
being exercised
o Verifying (to the extent possible) that surrendered certificates are
genuine and have not been altered
o Verifying that original issuances are properly authorized and have
necessary regulatory approval
o Verifying that Shares issued equal the amount surrendered
o Verifying that no stop orders are held against the surrendered
certificates
o Issuing and registering new certificates
o Recording canceled and issued certificates by registration, certificate
number and Shares
o Canceling surrendered certificates and storing for two years
o Delivering completed transfers
o Processing restricted and legal transfers upon presentment of appropriate
supporting documentation
o Preparing Daily Transfer or Management Summary Journals
o Replacing lost, destroyed or stolen certificates provided that Mellon
Investor Services is in receipt of (a) evidence acceptable to it of the
loss, theft or destruction, and (b) a surety bond acceptable to Mellon
Investor Services sufficient to indemnify and hold it and Client harmless
(charge imposed on shareholder)
MELLON INVESTOR SERVICES EXHIBIT B
--------------------------------------------------------------------------------
Proxy and Annual Meeting Functions
o Identifying broker/nominee account requirements to determine amount of
sets of material needed
o Preparing and mailing proxy material and Annual Report to registered
shareholders
o Suppressing the mailing of multiple Annual Reports to households
requesting it
o Tabulating proxies (both scanner and manual) returned by shareholders
o Identifying shareholders who will attend the Annual Meeting
o Providing Inspector(s) of Election for the Annual Meeting
o Supporting efforts of any proxy solicitor
o Preparing list of record date holders
o Preparing report of final vote
o Providing remote access to proxy tabulation system
o Maintaining an automated link with DTC and ADP to receive transmissions of
broker votes
o Processing omnibus proxies for respondent banks
Dividend Disbursement Functions
o Preparing and mailing checks
o Reconciling checks
o Preparing payment register in list or microfiche form
o Withholding and filing taxes for non-resident aliens and others
o Filing federal tax information returns
o Processing "B" and "C" Notices received from the IRS
o Mailing required statements (Form 1099) to registered holders
o Maintaining stop files and issuing replacement checks
o Maintaining payment orders and addresses
o Maintaining records to support escheat filings
o ACH, Direct Deposit Services
Dividend Reinvestment Services
o Opening and maintaining participant accounts
o Processing reinvestments where appropriate
o Preparing participant statements of account, after each transaction,
showing activity for current period
o Processing liquidations and terminations according to plan specifications
o Providing periodic investment reports to Client
o Preparing Form 1099B to report sale proceeds
Other Services Associated with this Agreement
o Preparing shareholder listings and labels
o Preparing analytical reports
o Mailing quarterly or periodic reports
MELLON INVESTOR SERVICES EXHIBIT B
--------------------------------------------------------------------------------
If requested, the following services are subject to additional fee:
Abandoned Property Services Employee Stock Purchase Plan Administration
Information Agency Employee Stock Option Plan Administration
Secondary Offerings or Closings Simultaneous Exercise Sell Program
Confidential Proxy Voting Bank/Broker Distributions
Intranet / Internet / Telephone Voting Special Shareholder Meeting Consulting
Corporate Stock Buy-Backs Custodian Services
Escrow Services Direct Equity Programs & Dividend Reinvestment Programs
Special Cash/Stock Dividends/Splits Exchange/ Tender Offers and Processing
Proxy Solicitation StockWatch (Beneficial Ownership Identification)
Logistics Services The Edge (Internet Chat Room Surveillance)
Rights Agency Storing Cancelled Certificates (Beyond Initial Two Years)
Specialized Reportings Foreign Tax Reclaim Processing
MELLON INVESTOR SERVICES EXHIBIT C
--------------------------------------------------------------------------------
DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO
MELLON INVESTOR SERVICES LLC
UPON EXECUTION OF THIS AGREEMENT
Client shall provide Mellon Investor Services an executed copy of this
Agreement, along with the following:
1. An adequate supply of Share certificates.
2. A copy of the resolutions adopted by the Board of Directors of Client
appointing Mellon Investor Services as Transfer Agent and/or Registrar and
Dividend Disbursing Agent, as the case may be, duly certified by the Secretary
or Assistant Secretary of Client under the corporate seal.
3. A copy of the Certificate of Incorporation of Client, and all amendments
thereto, certified by the Secretary of State of the state of incorporation.
4. A copy of the By-laws of Client as amended to date, duly certified by the
Secretary of Client under the corporate seal.
5. A certificate of the Secretary or an Assistant Secretary of Client, under
its corporate seal, stating that:
a) this Agreement has been executed and delivered pursuant to the
authority of Client's Board of Directors;
b) the attached specimen Share certificate(s) are in substantially the
form submitted to and approved by Client's Board of Directors for current
use and the attached specimen Share certificates for each Class of Stock
with issued and outstanding Shares are in the form previously submitted to
and approved by Client's Board of Directors for past use;
c) the attached list of existing agreements pursuant to which Shares
have been reserved for future issuance specifying the number of reserved
Shares subject to each such existing agreement and the substantive
provisions thereof, is true and complete, or no Shares have been reserved
for future issuance;
d) each shareholder list provided is true and complete (such
certification may state that it is based upon the certification of the
predecessor Transfer Agent or predecessor Registrar that prepared the
list) or no Shares are outstanding;
e) the name of each stock exchange upon which any of the Shares are
listed and the number and identity of the Shares so listed;
f) the name and address of each co-Transfer Agent, Registrar (other
than Mellon Investor Services) or co-Registrar for any of the Shares and
the extent of its appointment, or there are no co-Transfer Agents,
Registrars (other than Mellon Investor Services) or co-Registrars for any
of the Shares; and
MELLON INVESTOR SERVICES EXHIBIT C
--------------------------------------------------------------------------------
g) the officer(s) of Client, who executed this Agreement as well as any
certificates or papers delivered to Mellon Investor Services pursuant to
this Agreement, were validly elected to, and the incumbents of, the
offices they purported to hold at the time of such execution and delivery,
and that their signatures on all documentation are genuine; and upon which
is subscribed a certificate of an officer of Client, other than the
officer executing the certificate of the Secretary, stating that the
person who executed the certificate of the Secretary was validly elected
to, and is the Secretary or an Assistant Secretary of Client and that his
signature on the certificate is genuine.
6. A shareholder list, preferably in machine readable format, certified as
true and complete by the person preparing the list, for the issued and
outstanding Shares, setting forth as to each holder, his/her name and address,
tax identification number certified by the shareholder pursuant to requirements
of the Internal Revenue Code and applicable regulations, the number of Shares
held, the Share certificate numbers and the existence of any stop orders or
other transfer restrictions.
7. Opinion of counsel for Client (including internal counsel), addressed to
Mellon Investor Services, to the effect that:
a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable;
b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such
registration has become effective, or are exempt from such registration;
and have been duly registered under the Securities Exchange Act of 1934,
as amended, or are exempt from such registration;
c) the execution and delivery of this Agreement do not and will not
conflict with, violate, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under, the charter or the by-laws
of Client, any law or regulation, any order or decree of any court or
public authority having jurisdiction, or any mortgage, indenture,
contract, agreement or undertaking to which Client is a party or by which
it is bound and this Agreement is enforceable against Client in accordance
with it terms, except as limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting the enforcement of
creditors' rights generally.
8. A completed Internal Revenue Service Form 2678.
MELLON INVESTOR SERVICES EXHIBIT C
--------------------------------------------------------------------------------
NOTIFICATION OF CHANGES
Client shall promptly notify Mellon Investor Services of the following:
1. Any change in the name of Client, amendment of its certificate of
incorporation or its by-laws;
2. Any change in the title of a Class of Stock from that set forth in Column
1 of Exhibit A;
3. Any change in the Number of Authorized Shares from that set forth in
Column 2 of Exhibit A;
4. Any change in existing agreements or any entry into new agreements
changing the Number of Authorized Shares Reserved for Future Issuance Under
Existing Agreements from that listed in Column 4 of Exhibit A hereto;
5. Any change in the number of outstanding Shares subject to stop orders or
other transfer limitations;
6. The listing or delisting of any Shares on any stock exchange;
7. The appointment after the date hereof of any co-Transfer Agent, Registrar
(other than Mellon Investor Services) or any co-Registrar for any of the Shares;
8. The merger of Client into, or the consolidation of Client with, or the
sale or other transfer of the assets of Client substantially as an entirety to,
another person; or the merger or consolidation of another person into or with
Client; and
9. Any other change in the affairs of Client of which Mellon Investor
Services must have knowledge to perform properly its duties under this
Agreement.
EXHIBIT D
MELLON INVESTOR SERVICES LLC FEE SCHEDULE
--------------------------------------------------------------------------------
Delaware Group Dividend and Income Fund, Inc.
--------------------------------------------------------------------------------
INITIAL TERM OF AGREEMENT:..................THREE (3) YEARS
FEES NOT SUBJECT TO INCREASE:........................TWO (2) YEARS
(During initial term only)
--------------------------------------------------------------------------------
SERVICE FEES
--------------------------------------------------------------------------------
FLAT MONTHLY FEE.........................................$2,250.00
PER REINVESTMENT STATEMENT FEE...............................$0.30
--------------------------------------------------------------------------------
THE ABOVE FEE WILL BE CHARGED FOR ALL SERVICES LISTED IN EXHIBIT B AND WILL BE
SUBJECT TO THE FOLLOWING ANNUAL ALLOWANCES:
--------------------------------------------------------------------------------
Number of open accounts maintained.............................600
Number of certificates and / or book-entry credits.............100
Number of options/restricted/legal items processed..............50
Number of dividends paid, per fund..............................12
Number of quarterly report mailings............................N/A
Number of other mailings per year (one enclosure)................1
Number of enclosures--annual meeting mailing.....................4
Number of shareholder telephone inquiries.......................75
Number of shareholder written inquiries.........................50
Number of lists, labels, reports, analyses.......................8
Number of Inspectors of Election.................................2
Number of respondent bank omnibus proxies.......................10
Number of DWAC transactions.....................................10
--------------------------------------------------------------------------------
TO THE EXTENT THE ABOVE ANNUAL ALLOWANCES ARE EXCEEDED, THE FOLLOWING FEES WILL
APPLY:
--------------------------------------------------------------------------------
For each account maintained above 600 (per year)...........$ 5.50
For each option/restricted/legal items processed...........$ 20.00
For each certificate issued or book-entry credit posted....$ 2.00
For each shareholder telephone inquiry.....................$ 5.25
For each shareholder written inquiry.......................$ 10.00
Mailings...................................................See Attached
Lists / Labels / Analyses..................................See Attached
For each additional Inspector of Election..................$ 500.00
For each respondent bank omnibus proxy.....................$ 100.00
For each additional DWAC transaction.......................$ 25.00
--------------------------------------------------------------------------------
EXHIBIT D
MELLON INVESTOR SERVICES LLC FEE SCHEDULE
--------------------------------------------------------------------------------
EXPENSES AND OTHER CHARGES
Fees and Out of Pocket Expenses. All charges and fees, out of pocket costs,
expenses and disbursements of Mellon Investor Services are due and payable by
Client upon receipt of an invoice from Mellon Investor Services. Client shall
pay for estimated postage by mail date.
The cost of stationery and supplies, such as transfer sheets, dividend checks,
etc., together with any disbursement for telephone, postage, mail insurance,
travel for annual meeting, link-up charges for ADP/IECA, tape charges from DTC,
etc. are billed in addition to the above fees.
For companies who participate in the Direct Registration System (DRS), Mellon
Investor Services will provide a "sell" feature for liquidation of book-entry
shares held on behalf of a shareholder. Upon receipt of a sell request by the
registered shareholder, Mellon Bank, N.A. will process the request and remit the
proceeds to the shareholder in the form of a check (less the appropriate fees).
The charge for each such sale is $15 00 plus $0.12 per share.
Initial Fee. A fee of $WAIVED is payable at signing of the Service Agreement for
the additional activities associated with the acceptance of this appointment.
Initial public offerings (IPO'S) will include the issuance of up to 100
additional certificates/bookentry debits. Certificates/bookentries
issued/processed in excess of that amount will be charged at $2.00 per
certificate/debit. Secondary offerings will be assessed at the time of the
appointment.
Termination Fee. In the event Client terminates this Agreement, the Client shall
pay Mellon Investor Services a fee of two dollars ($2.00) per registered
shareholder account, per fund then maintained for the Client on Mellon Investor
Services' records, subject to a minimum fee of three thousand five hundred
dollars ($3,500.00) for each fund. This fee, subject to change upon written
notification to the Client by Mellon Investor Services, is separate from any
other amounts payable by the Client to Mellon Investor Services incidental to
such termination, such as, the cost to produce and ship records, reports and
unused certificate stock to a successor agent. It is also separate from any
other fees for services under this Agreement, which would be accrued and payable
by the Client to Mellon Investor Services prior to such termination. Mellon
Investor Services may withhold the Client's records, reports and unused
certificate stock from a successor agent pending the Client's payment in full of
its fees and expenses owed under this Agreement.
Conversion. There is usually no charge for converting the Client's files to
Mellon Investor Services' system with the exception of outstanding check history
from the current agent's file. A review of the current rules and formats will be
made to determine if any situation exists which will require extraordinary
effort to complete the conversion. Any charge will be discussed with the Client
prior to work commencing.
Interest. In the event Client shall default in the payment of any such charges,
such defaulted sums shall bear interest or finance charges at the maximum
applicable legal rate and all costs and expenses of effecting collection of any
said sums, including a reasonable attorney's fee, shall be paid by Client.
Legal, Technological Expenses. Certain legal expenses may be incurred in
resolving matters not anticipated in the normal course of business, This may
result in a separate charge to cover our expenses in resolving such matters;
provided that any legal expenses charged to the Client shall be reasonable.
In the event any Federal regulation and/or state or local law are enacted which
require Mellon Investor Services to make any technological improvements and/or
modifications to our current system, Client shall reimburse Mellon Investor
Services, on a pro rata basis proportionate to the Client's registered
shareholder base, for the costs associated with making such required
technological improvements and/or modifications.
Other Services. Fees for any services not specified, such as maintaining mail
lists, storing canceled certificates after the initial two year period,
escheating unclaimed property to the states, stock splits, exchanges, tenders,
solicitation mailings and coding of dividend reinvestment and ACH accounts,
etc.,
MELLON INVESTOR SERVICES LLC FEE SCHEDULE
--------------------------------------------------------------------------------
will be based on Mellon Investor Services' standard fees at the time of the
request or, if no standard fees have been established, an appraisal of the work
to be performed
MELLON INVESTOR SERVICES LLC FEE SCHEDULE
--------------------------------------------------------------------------------
LISTS / LABELS / ANALYSES
LISTS
Per name listed..............................................$0.05
LABELS
Per label printed............................................$0.05
ANALYSES
Per name passed on data base.................................$0.02
Per name listed in report....................................$0.05
(MINIMUM charge for each of the above services is $250.00.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationery, etc., will
be billed in addition to the above stated fees. Estimated Postage is payable in
advance.
MELLON INVESTOR SERVICES LLC FEE SCHEDULE
--------------------------------------------------------------------------------
MAILING SERVICES
ADDRESSING
Addressing mailing medium (per name)..........................$0.05
AFFIXING
Affixing labels (per label)...................................$0.03
INSERTING
Inserting Enclosures (Machine)
1st Enclosure (per piece).............................$0.050
2nd Enclosure (per piece).............................$0.025
3rd Enclosure (per piece).............................$0.020
4th Enclosure (per piece).............................$0.015
Inserting Enclosures (Manual)
Charge will be determined based on analysis of work to be performed.
(MINIMUM charge for each of the above services is $250.00.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationery, etc., will
be billed in addition to the above stated fees. Estimated Postage is payable in
advance.
MELLON INVESTOR SERVICES LLC DOCUMENTATION CHECKLIST
--------------------------------------------------------------------------------
Delaware Group Dividend and Income Fund, Inc.
APPOINTMENT DOCUMENTATION LIST
-----------------------------------------------------------------------------------------------------------
DOCUMENT RECEIVED DATE COMMENTS
-----------------------------------------------------------------------------------------------------------
1. Service Agreement |_| date Execute, return to Mellon Investor
Services
-----------------------------------------------------------------------------------------------------------
2. Certificate of Incorporation |_|
-----------------------------------------------------------------------------------------------------------
3. By-Laws, with Amendments |_|
-----------------------------------------------------------------------------------------------------------
4. Board Resolution Appointing CMSS |_|
-----------------------------------------------------------------------------------------------------------
5. Opinion of Counsel, addressed to CMSS |_|
-----------------------------------------------------------------------------------------------------------
6. Specimen Stock Certificate |_| Obtain from Bank Note Company
-----------------------------------------------------------------------------------------------------------
7. Secretary's Certificate |_| See Exhibit C. Sec. 5, a-g
-----------------------------------------------------------------------------------------------------------
8 Specimen Signature of Authorized Officers |_| Form Enclosed
-----------------------------------------------------------------------------------------------------------
9 Form 2678; Employer Appointment of Agent |_| IRS Form, enclosed
-----------------------------------------------------------------------------------------------------------
See Exhibit C for details
IPO CLOSING CHECK LIST - N/A
-----------------------------------------------------------------------------------------------------------
DOCUMENT RECEIVED DATE COMMENTS
-----------------------------------------------------------------------------------------------------------
1. Registration Statement |_|
-----------------------------------------------------------------------------------------------------------
2. Listing Application |_|
-----------------------------------------------------------------------------------------------------------
3. Prospectus |_|
-----------------------------------------------------------------------------------------------------------
4. Authorization from Company to accept |_|
Issuance Instructions from Underwriter
-----------------------------------------------------------------------------------------------------------
5. Issuance Instructions |_|
-----------------------------------------------------------------------------------------------------------
6. Text of Restrictive Legend, if any |_|
-----------------------------------------------------------------------------------------------------------
7. Delivery Instructions |_|
-----------------------------------------------------------------------------------------------------------
8. Cross receipt, Company & Underwriter |_|
-----------------------------------------------------------------------------------------------------------
9. Closing Memo |_|
-----------------------------------------------------------------------------------------------------------
MELLON INVESTOR SERVICES LLC DOCUMENTATION CHECKLIST
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MELLON INVESTOR SERVICES LLC AUTHORIZED AND SPECIMEN
SIGNATURES
--------------------------------------------------------------------------------
THE FOLLOWING ARE THE AUTHORIZED AND SPECIMEN SIGNATURES OF THE COMPANY
--------------------------------------------------------------------------------
Delaware Group Dividend and Income Fund, Inc.
--------------------------------------------------------------------------------
ADDRESS
--------------------------------------------------------------------------------
TYPE NAME CHAIRMAN OF SIGNATURE
THE BOARD
--------------------------------------------------------------------------------
TYPE NAME PRESIDENT SIGNATURE
--------------------------------------------------------------------------------
TYPE NAME VICE SIGNATURE
PRESIDENT
--------------------------------------------------------------------------------
TYPE NAME VICE SIGNATURE
PRESIDENT
--------------------------------------------------------------------------------
TYPE NAME TREASURER SIGNATURE
--------------------------------------------------------------------------------
TYPE NAME ASSISTANT SIGNATURE
TREASURER
--------------------------------------------------------------------------------
TYPE NAME ASSISTANT SIGNATURE
TREASURER
--------------------------------------------------------------------------------
TYPE SECRETARY SIGNATURE
--------------------------------------------------------------------------------
TYPE NAME ASSISTANT SIGNATURE
SECRETARY
--------------------------------------------------------------------------------
TYPE NAME ASSISTANT SIGNATURE
SECRETARY
--------------------------------------------------------------------------------
TYPE NAME GENERAL SIGNATURE
COUNSEL
--------------------------------------------------------------------------------
TYPE NAME SIGNATURE
--------------------------------------------------------------------------------
I,____________ SECRETARY OF____________________ DO HEREBY CERTIFY THAT THE ABOVE
SIGNATURES ARE TRUE SPECIMENS OF THE SIGNATURES OF THE OFFICERS OF THIS
CORPORATION WHO NOW HOLD THE OFFICE SET FORTH OPPOSITE THEIR RESPECTIVE NAMES
DATED__________ __________________________________
CORPORATE SEAL SECRETARY
--------------------------------------------------------------------------------
MELLON INVESTOR SERVICES LLC Exhibit E
--------------------------------------------------------------------------------
LIST OF AFFILIATED FUNDS
Delaware Group Global Dividend and Income Fund, Inc. ("DGF")
Voyageur Arizona Municipal Income Fund, Inc. ("VAZ")
Voyageur Colorado Insured Municipal Income Fund, Inc. ("VCF")
Voyageur Florida Insured Municipal Income Fund ("VFL")
Voyageur Minnesota Municipal Income Fund, Inc. ("VMN")
Voyageur Minnesota Municipal Income Fund II, Inc. ("VMM")
Voyageur Minnesota Municipal Income Fund III, Inc. ("VYM")
