CUSTODY AGREEMENT
BY AND BETWEEN
DELAWARE INVESTMENTS FAMILY OF FUNDS
AND
MELLON BANK, N.A.
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. ESTABLISHMENT OF/ADDITIONS TO ACCOUNT............................... 1
2. DISTRIBUTIONS....................................................... 1
3. AUTHORIZED PARTIES.................................................. 1
4. AUTHORIZED INSTRUCTIONS............................................. 2
5. DIRECTED POWERS OF CUSTODIAN........................................ 2
6. DISCRETIONARY POWERS OF CUSTODIAN................................... 3
7. DUTIES OF CUSTODIAN................................................. 4
8. CONTRACTUAL INCOME AND SETTLEMENT; MARKET PRACTICE SETTLEMENTS...... 5
9. TAX LAW............................................................. 6
10. NON-ACCOUNT ASSETS.................................................. 6
11. REPORTING AND RECORDKEEPING......................................... 6
12. STANDARD OF CARE.................................................... 8
13. FORCE MAJEURE....................................................... 9
14. COMPENSATION AND EXPENSES........................................... 9
15. INDEMNIFICATION..................................................... 10
16. AMENDMENT OR TERMINATION............................................ 10
17. GOVERNING LAW AND LEGAL PROCEEDINGS................................. 11
18. REPRESENTATIONS..................................................... 11
19. NECESSARY PARTIES................................................... 11
20. EXECUTION IN COUNTERPARTS........................................... 11
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION............................. 13
i
CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT is effective as of November 1, 2000 ("Agreement")
by and between those registered investment companies listed on Schedule A hereto
(each a "Client") on behalf of certain of their respective series, as listed on
Schedule A (individually and collectively the "Series") and MELLON BANK, N.A., a
national banking association with its principal place of business at Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, XX 00000 ("Custodian").
WITNESSETH:
WHEREAS, the Clients and the Custodian desire to establish custody
accounts to provide for the safekeeping and recordkeeping of certain property of
the Clients and their Series;
NOW, THEREFORE, the Clients and the Custodian, each intending to be
legally bound, agree as follows:
1. ESTABLISHMENT OF/ADDITIONS TO ACCOUNT. Client hereby appoints MELLON BANK,
N.A., as Custodian for any property acceptable to the Custodian which the Client
or its Series may deposit to the Custodian's care (each, an "Account"). The
Custodian hereby accepts appointment as custodian and agrees to perform the
duties thereof as hereinafter set forth. Without limitation, "property" shall
include stocks, shares, and other equity interests of every type, bonds,
debentures, notes, mortgages or other obligations for the payment of money, coin
and any certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and cash in any currency. The
Custodian shall have no responsibility for any property until it in fact is
received by the Custodian or its agents or subcustodians. "Property" as used
herein shall not include any direct interest in real property, leaseholds or
mineral interests.
2. DISTRIBUTIONS. The Custodian shall make distributions or transfers out of
an Account pursuant to Authorized Instructions, as defined below. In making
payments to service providers pursuant to Authorized Instructions, each Client
acknowledges that the Custodian is acting as a paying agent, and not as the
payor, for tax information reporting and withholding purposes.
3. AUTHORIZED PARTIES. The Clients shall furnish the Custodian with a written
list of the names and signatures of all persons authorized to direct the
Custodian on behalf of the Clients under the terms of this Agreement. In
addition, each Client may appoint and remove one or more investment managers
("Investment Manager") for such portion of the appropriate Accounts as the
Client shall designate to the Custodian in writing. The Investment Manager(s)
shall furnish the Custodian with a written list of the names and signatures of
the person or persons who are authorized to represent the Investment Manager in
dealings with the Custodian. The Custodian shall be entitled to deal with any
person or entity so identified by the Client or Investment Manager ("Authorized
Party or Authorized Parties") until notified otherwise in writing. The
Custodian shall be under no duty to question any direction of an Authorized
Party with respect to the portion of the Account(s) over which such Authorized
Party has authority, to review any Property held in the Account(s), to make any
suggestions with respect to the investment and reinvestment of the assets in the
Account(s), or to evaluate or question the performance of any Authorized Party.
The Custodian shall not be responsible or liable for any diminution of value of
any securities or other property held by the Custodian (or its subcustodians).
4. Authorized Instructions. All directions and instructions ("Instructions")
to the Custodian from an Authorized Party shall be in writing, by facsimile
transmission, electronic transmission subject to the Custodian's practices, or
any other method specifically agreed to in writing by the Clients and the
Custodian, provided the Custodian may, in its discretion and subject to the
procedures below, accept oral Instructions. If the Custodian adheres to the
security procedures identified below, the Custodian shall be fully protected in
acting in accordance with all such directions and instructions ("Authorized
Instructions") which it reasonably believes to have been given by an Authorized
Party or in failing to act in the absence thereof.
Notwithstanding anything to the contrary herein, Custodian shall follow
the following security procedures.
a. Wire Transfer Orders. Wire transfer orders to a single destination,
which the Clients have authorized Mellon in writing to accept as a repetitive
order, shall not be subject to the following call-back procedure. The Custodian
shall accept wire transfer orders only if two Authorized Persons have signed the
applicable Instructions. In addition, Custodian shall, prior to executing a
particular wire transfer order, call back an Authorized Party who signed such
Instructions, to confirm such wire transfer orders.
b. Oral Instructions. The Custodian, in its discretion, may accept oral
Instructions from the any Authorized Party with respect to (i) Corporate Actions
(as defined under Section 7.h. below) 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 that Custodian accepts oral
Instructions from any Authorized Party, the Custodian shall call an Authorized
Party, other than the party issuing said Instructions, to confirm such
Instructions prior to taking any action in accordance with any such oral
Instructions.
5. DIRECTED POWERS OF CUSTODIAN. The Custodian shall have and exercise the
following powers and authority in the administration of the Account(s) upon the
direction of an Authorized Party:
a. Settle purchases and sales and engage in other transactions, including
free receipts and deliveries (subject to the terms of Section 8.c. hereof),
exchanges and other voluntary corporate actions, with respect to securities or
other property received by the Custodian;
b. Execute proxies for any stocks, bonds or other securities held in the
Account(s);
2
c. Lend the assets of the Account(s) in accordance with the terms and
conditions of a separate securities lending agreement; and
d. Take any and all actions necessary to settle transactions in futures
and/or options contracts, short-selling programs, swaps and other derivative
investments.
6. DISCRETIONARY POWERS OF CUSTODIAN. The Custodian shall have and exercise
the following powers and authority in the administration of the Account(s):
a. Appoint domestic sub-custodians (including a corporate affiliate of the
Custodian) as to part or all of the Account(s);
b. Hold property in nominee name, in bearer form or in book entry form, in
a clearinghouse corporation or in a depository, so long as the Custodian's
records clearly indicate that the assets held are a part of the appropriate
Account(s);
c. Commence or defend suits or legal proceedings and represent the
Account(s) in all suits or legal proceedings in any court or before any other
body or tribunal as the Custodian shall deem necessary to protect the
appropriate Account(s);
d. Employ suitable agents and legal counsel, who may be counsel for the
Clients, and, as a part of its reimbursable expenses under this Agreement, pay
their reasonable compensation and expenses. The Custodian shall be entitled to
rely on and may act upon advice of counsel on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice;
e. Take such action as is necessary to pay for authorized transactions. In
the event there is insufficient cash available for a particular transaction, the
Custodian shall promptly notify the Client of the amount of the shortfall and
the Client, at its option, may deposit additional cash or securities in the
appropriate Account(s) or take steps to have sufficient cash or securities
available as soon as is practicable;
f. Make, execute and deliver any and all documents, agreements or other
instruments in writing as, in good faith, is necessary or desirable for the
accomplishment of any of the powers in this Agreement; and
g. Generally take all action, whether or not expressly authorized, which
the Custodian may deem in good faith necessary or desirable for the fulfillment
of its duties hereunder.
The powers described in this Section 6 may also be exercised by the
Custodian with Authorized Instructions. Where the Custodian acts on Authorized
Instructions, the Custodian shall be fully protected as described in Section 4.
Without limiting the generality of the foregoing, the Custodian shall not be
liable for the acts or omissions of any subcustodian
3
appointed under paragraph (a) of this Section 6 pursuant to Authorized
Instructions including, but not limited to, any broker-dealer or other entity
designated by the Client or Investment Manager to hold any property of the
Account as collateral or otherwise pursuant to investment strategy.
7. DUTIES OF CUSTODIAN. The Custodian shall perform or cause its agents or
subcustodians to perform the following duties with respect to the Account:
a. Hold the property in safekeeping facilities of the Custodian or of
other custodian banks or clearing corporations, in the United States; provided
that the Custodian shall not be responsible for any losses resulting from the
deposit or maintenance of securities or other property (in accordance with
market practice, custom, or regulation) with any recognized domestic clearing
facility, book-entry system, centralized custodial depository, or similar
organization, except to the extent that any such loss result from the negligent
selection or retention of any such recognized domestic clearing facility,
book-entry system, centralized custodial depository or similar organization.
Upon the Instruction of a Client or Authorized Party, the Custodian shall
establish and maintain one or more segregated accounts for and on behalf of the
Series specified in the Instruction for purposes of segregating securities or
cash for the purpose or purposes specified in the Instruction;
b. Collect all income payable to and all distributions due to the Account
and sign on the Account's behalf all declarations, affidavits, and certificates
of ownership required to collect income and principal payments; provided that
the Custodian shall not be responsible for the failure to receive payment of (or
late payment of) distributions with respect to securities or other property held
in the Account;
c. Subject to the timely receipt of notice from an issuer or Authorized
Party, collect all proceeds from securities, certificates of deposit or other
investments which may mature, be redeemed, be retired, be called or otherwise be
payable;
d. Submit or cause to be submitted to the Client or the Investment
Manager, as designated by the Client, information actually received by the
Custodian regarding ownership rights pertaining to property held in the Account;
e. Attend to involuntary corporate actions;
f. Exchange interim receipts or temporary securities for definitive
securities;
g. Render periodic statements for property held hereunder;
h. Give the appropriate Client 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
4
(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 Bank will endeavor to obtain instructions from the
appropriate Client(s) or its Authorized Parties. 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 appropriate Account(s) 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 a Client or Authorized Party(ies) and for taking such other
action as the Custodian is so authorized under the immediately preceding
sentence of this Section 7.h.; and
i. The Custodian will send to the appropriate Client(s) or the Authorized
Party(ies) 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 Account(s) 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 Account(s) and advise the appropriate Client(s) or the Authorized
Party(ies) for such Account(s) 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.
5
8. CONTRACTUAL INCOME AND SETTLEMENT; MARKET PRACTICE SETTLEMENTS.
a. Contractual Income. In accordance with the Custodian's standard
operating procedure, the Custodian shall credit the Accounts 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.
b. Contractual Settlement. In accordance with the Custodian's standard
operating procedure, the Custodian will attend to the settlement of securities
transactions 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.
c. Market Practice Settlement. Settlements of transactions may be effected
in trading and processing practices customary in the jurisdiction or market
where the transaction occurs. The Client acknowledges that this may, in certain
circumstances, other than circumstances involving purchase or sale transactions,
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
payment (or late payment) or nondelivery of securities or other property (or
late delivery) by the counterparty.
9. TAX LAW.
a. The Custodian shall use reasonable efforts to assist the Authorized
Party, to the extent the Authorized Party has provided necessary information,
with respect to any tax obligations, including responsibility for taxes,
withholding, certification and reporting requirements, claims for exemptions or
refund, interest, penalties and other expenses ("Tax Obligations"). The Client
shall cause the Authorized Party to notify the Custodian in writing of any such
Tax Obligations. The Custodian shall have no responsibility or liability for any
Tax Obligations now or hereafter imposed on the Client or the Account by any
taxing authorities, domestic or foreign.
b. To the extent the Custodian is responsible under any applicable law for
any Tax Obligation, the Client shall cause the Authorized Party to inform the
Custodian of all Tax Obligations, shall direct the Custodian with respect to the
performance of such Tax Obligations and shall provide the Custodian with the
necessary funds and all information required by the Custodian to meet such Tax
Obligations.
10. NON-ACCOUNT ASSETS. The Client may request the Custodian to perform a
recordkeeping function with respect to property held by others and not otherwise
subject to the
6
terms of this Agreement. To the extent the Custodian shall agree to perform this
service, its sole responsibility shall be to accurately reflect information on
its books which it has received from an Authorized Party.
11. 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 appropriate
Account 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 Client may agree), the Client 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 Client 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
each Account. 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 by any person designated by the Client. All such books records
and accounts shall be maintained and preserved in the form reasonably requested
by the Client and in accordance with the Investment Company Act of 1940, as
amended (the "1940 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 Clients, the Series and the
Accounts, which are in the possession of the Custodian, shall be the property of
the appropriate Client and the appropriate Series 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 Clients, shall
be surrendered promptly upon request; provided however, that the Custodian shall
be entitled to retain a copy or the original of 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 Clients from time to
time, as mutually agreed upon, a statement in respect to any property in
Account(s) held by the Custodian or by a subcustodian.
If within ninety (90) days after the delivery to the Client of a statement
with respect to an Account(s), the Client has not given the Custodian written
notice of any exception or objection relating to any exception, discrepancy,
error or objection about which the Client knew or should have known, then the
statement shall be deemed to have been approved by the Client for all purposes.
Subject to the immediately preceding sentence, if within two hundred and ten
(210) days after the delivery to the Client of a statement with respect to an
Account(s), the Client has not given the Custodian written notice of any
exception, discrepancy, error or objection relating thereto, then such statement
shall be deemed to have been approved by the Client for all purposes. In all
cases where a statement has been approved by the Client, as provided for under
this Section 11, the Custodian shall not be liable for any matter in such
statements. In the event
7
that an exception, discrepancy, error or objection is discovered by the Client
after the expiration of any such ninety (90) day period or two hundred and ten
(210) day period, as applicable, the Custodian shall exercise reasonable efforts
to correct or otherwise address any such exception, discrepancy, error or
objection with respect to which the Custodian has been notified in writing by
the Client.
The Custodian shall take all reasonable action as the Clients may request
to obtain from year to year favorable opinions from the Clients' independent
certified public accountants with respect to the Custodian's activities
hereunder in connection with the preparation of the Clients' Form N-1A and the
Clients' Form N-SAR or other periodic reports to the Securities and Exchange
Commission ("SEC") and with respect to any other requirements of the SEC. The
Custodian shall be entitled to reimbursement of its reasonable expenses in
connection with assisting the Clients with respect to the preparation of the
Clients' Forms N-1A and N-SAR and other periodical reports or requirements of
the SEC to the extent that the Custodian does not provide such service without
cost to other Clients of the Custodian generally.
At the request of a Client, the Custodian shall deliver to the Client a
written report prepared by the Custodian's independent certified public
accountants with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding cash and securities,
including cash and securities deposited and/or maintained in a depository,
clearing agency or clearing system or with a subcustodian. Such report shall be
of sufficient scope and in sufficient detail as may reasonably be required by
the Client and as may reasonably be obtained by the Custodian. The Custodian
shall be entitled to reimbursement of its reasonable expenses in connection with
the preparation and delivery of such report to the extent that such report is
not ordinary prepared and delivered without cost to other clients of the
Custodian generally.
12. STANDARD OF CARE. In performing its duties under this Agreement, the
Custodian shall exercise the same care and diligence that it would devote to its
own property in like circumstances. The Custodian shall perform its duties
hereunder in a manner consistent with the duties and responsibilities of a
custodian of registered investment companies generally. The duties of the
Custodian shall only be those specifically undertaken pursuant to this
Agreement. The Custodian shall not be responsible or liable for any losses or
damages suffered by the Client arising as a result of the insolvency of any
subcustodian except to the extent that the Custodian has appointed and retained
any such subcustodian in its sole discretion and except to the extent the
Custodian was negligent in its selection or continued retention of any such
subcustodian.
The Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this agreement and shall be held harmless in acting
upon any notice, request, direction, instruction, consent, certification or
other instrument believed by it to be genuine and delivered by an authorized
Party. Except as otherwise set forth herein, the Custodian shall not be liable
for any act or omission of any other person in carrying out any responsibility
imposed upon such person and
8
under no circumstances shall the Custodian be liable for any indirect
(foreseeable), consequential or special damages with respect to the role as
Custodian.
13. FORCE MAJEURE. Notwithstanding anything in this Agreement to the contrary
contained herein, the Custodian shall not be responsible or liable for its
failure to perform under this Agreement or for any losses to the Account
resulting from any event beyond the reasonable control of the Custodian, its
agents or subcustodians, which may include, but is not limited to
nationalization, strikes, expropriation, devaluation, seizure, 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, levies or other charges affecting the Account's
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 acts of God; or any other similar
event. This Section shall survive the termination of this Agreement.
14. COMPENSATION AND EXPENSES. The Custodian shall be entitled to compensation
for services under this Agreement as mutually agreed. Clients acknowledge that,
as part of the Custodian's compensation, the Custodian may earn interest on
balances, including disbursement balances and balances arising from purchase and
sale transactions. The Custodian shall also be entitled to reimbursement for
reasonable, properly vouched, out-of-pocket expenses incurred by it in the
discharge of its duties under this Agreement. The Custodian is authorized to
charge and collect from the applicable Account any and all fees and expenses
earned unless such fees and expenses are paid directly by the Client. The
Custodian shall provide the Client with three (3) days prior written notice in
the event that any such fees and expenses are to be so charged and collected
from an applicable Account.
For each month during which the Custodian holds property for a Client, there
shall be an adjustment to the custody fees, calculated as follows. For each day
of the month in which the closing cash balance is more than zero, such cash
balance amount will earn interest calculated by taking the amount of the idle
balance multiplied by the Overnight Fed Funds (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
is less than zero (an "overdraft"), the overdraft amount will be subject to a
charge calculated by taking the amount of the overdraft multiplied by the
Overnight Fed Funds Rate (defined below) plus .50% divided by 365 days. The
amount of the 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 custody invoice 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
9
expenses. A Daily Charge shall not apply to the extent that an overdraft is
solely due to Custody error.
The term "Overnight Federal Funds Rate" shall mean, for any month, the average
of daily "Federal Funds Rates" for a given 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.
15. INDEMNIFICATION. The Clients shall indemnify and hold harmless the
Custodian to the extent any 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 Custodian's negligence or willful
misconduct. This indemnification shall survive the termination of this
Agreement.
16. AMENDMENT OR TERMINATION. This Agreement may be amended by written
agreement of the Clients and the Custodian. This Agreement may be terminated by
a Client for one or more Series on sixty (60) days' prior written notice to the
Custodian or upon one hundred and twenty (120) days' prior written notice by the
Custodian to a Client. Any such applicable prior written notice requirement may
be modified by the terminating party with the consent of the non-terminating
party, which consent will not be unreasonably withheld. In the event this
Agreement is terminated with respect to a particular Client or Series thereof,
this Agreement shall continue in effect with respect to the other Clients and
Series.
Upon termination of this Agreement entirely, or with respect to a Client or
Series thereof, the property of the applicable Client(s) or Series, less amounts
then due and payable to the Custodian, shall be delivered by the Custodian to a
successor custodian upon receipt by the Custodian of a written instruction from
the Client(s) designating the successor custodian; and if no successor custodian
is designated in such written Instruction, the Custodian shall, upon such
termination, deliver all such property to the Client(s). Notwithstanding the
foregoing, upon termination of this Agreement entirely, or with respect to a
Client or Series thereof, the Custodian may hold such property in the applicable
Account(s) as the Custodian shall select with the consent of the applicable
Client(s), which consent will not be unreasonably withheld, as security for
advances made to the Account(s) for any authorized transactions, including
without limitation, disbursements or expenses. The Custodian shall be entitled
to collect from the appropriate Account(s) sufficient cash for reimbursement
and, if such cash is insufficient, dispose of the assets of the appropriate
Account(s) to the extent necessary to obtain reimbursement.
10
17. GOVERNING LAW AND LEGAL PROCEEDINGS. This Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth of Pennsylvania.
The parties hereby expressly waive, to the full extent permitted by applicable
law, any right to trial by jury with respect to any judicial proceeding arising
from or related to this Agreement.
18. REPRESENTATIONS. Client and the Custodian hereby each represent and
warrant to the other that it has full authority to enter into this Agreement
upon the terms and conditions hereof and that the individual executing this
Agreement on its behalf has the requisite authority to bind the Client or the
Custodian to this Agreement. The Custodian further represents and warrants that
it is qualified as a custodian under Sections 17(f) and 26(a) of the 1940 Act
and warrants that it will remain so qualified upon ceasing to be so qualified
shall promptly notify the Clients in writing.
19. NECESSARY PARTIES. All of the understandings, agreements, representations
and warranties contained herein are solely for the benefit of the Clients, the
Series and the Custodian and there are no other parties who are intended to be
benefited, in any way whatsoever, by this Agreement.
20. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and said counterparts
shall constitute but one and the same instrument and may be sufficiently
evidenced by one counterpart.
21. SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable by either
party without the consent of the other party. Notwithstanding the foregoing, the
Agreement shall bind the successors in interest of the Clients and the
Custodian.
22. SEVERAL OBLIGATIONS OF THE SERIES. With respect to any obligations of a
Client on behalf of its Series and its Account(s) arising hereunder, the
Custodian shall look for payment or satisfaction of any such obligation solely
to the assets and property of the Series and such Account to which such
obligation relates as though each Client had separately contracted with the
Custodian by separate written instrument with respect to each Series and its
Account(s).
[INTENTIONALLY LEFT BLANK]
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
AUTHORIZED SIGNER OF: AUTHORIZED OFFICER OF:
DELAWARE INVESTMENTS FAMILY MELLON BANK, N.A.
OF FUNDS ON BEHALF OF EACH
CLIENT AND SERIES SET FORTH ON
SCHEDULE A ATTACHED HERETO
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxx
---------------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx Xxxxx
-------------------------------- ------------------------------
Title: Senior Vice President/Treasurer Title: First Vice President
------------------------------- -----------------------------
Date: 10/31/00 Date: 11/1/00
------------------ ------------------------------
ADDRESS FOR NOTICE: ADDRESS FOR NOTICE:
-------------------------------------- 000 Xxxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
--------------------------------------
Attention: Attention:
--------------------------- --------------------------
TAXABLE: SEE ATTACHED SCHEDULE B
OR
TAX EXEMPT: SEE ATTACHED SCHEDULE B
(UNDER IRC SECTION: SEE ATTACHED SCHEDULE B)
FISCAL YEAR: SEE ATTACHED SCHEDULE B
12
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
By signing below the Client(s) hereby certifies under penalties of perjury
that the taxpayer identification number(s) set forth on the attached Schedule C
is correct and that the Client(s) is not subject to back-up withholding on
reportable payments credited to the Client's(s') Account(s) by the Custodian.
The Client(s) may not be subject to back-up withholding either because (a) the
Client(s) is exempt from back-up withholding because it is an "exempt
recipient", (b) the Client(s) has not been notified by the Internal Revenue
Service that it is subject to back-up withholding for failure to report all
interest or dividends, or (c) the IRS has notified the Client(s) that it is no
longer subject to back-up withholding. (If (a), (b), or (c) do not apply, please
cross out.) FAILURE TO SIGN BELOW AND PROVIDE A VALID TAXPAYER IDENTIFICATION
NUMBER MAY REQUIRE THAT THE CUSTODIAN APPLY FEDERAL INCOME TAX WITHHOLDING AT
THE RATE OF 31% (OR THE RATE AS REQUIRED BY LAW) ON ALL REPORTABLE PAYMENTS MADE
TO THE ACCOUNT(S) ESTABLISHED UNDER THIS AGREEMENT.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID
BACKUP WITHHOLDING.
DELAWARE INVESTMENTS FAMILY
OF FUNDS ON BEHALF OF EACH CLIENT
AND SERIES SET FORTH ON SCHEDULE C
ATTACHED HERETO
BY: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
NAME: Xxxxxxx X. Xxxxxx
------------------------------------
TITLE: Senior Vice President/Treasurer
------------------------------------
13
SCHEDULE A
VOYAGEUR FUNDS
Delaware U.S. Government Securities Fund
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 Kansas Fund
Delaware Tax-Free Missouri Insured Fund
Delaware Tax-Free New Mexico 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 Iowa Fund
Delaware Tax-Free New York Fund
Delaware Tax-Free Wisconsin Fund
VOYAGEUR MUTUAL FUNDS II
Delaware Tax-Free Colorado Fund
VOYAGEUR MUTUAL FUNDS III
Delaware Growth Stock Fund
Delaware Select Growth Fund
VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Minnesota Fund
Delaware Tax-Free North Dakota Fund
14
SCHEDULE A (CONTINUED)
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.
15
SCHEDULE B
CLIENT/SERIES NAME TAXABLE OR TAX EXEMPT FISCAL
(PLEASE INDICATE STATUS, YEAR
AND INDICATE APPLICABLE
INTERNAL REVENUE CODE
SECTION IF TAX EXEMPT)
VOYAGEUR FUNDS
Delaware U.S. Government Securities Fund Taxable 10/31
Tax Year End 6/30
VOYAGEUR INSURED FUNDS
Delaware Minnesota Insured Fund Tax Exempt 8/31
Delaware Tax-Free Arizona Insured Fund Tax Exempt 8/31
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
Delaware Tax-Free Minnesota Intermediate Fund Tax Exempt 8/31
VOYAGEUR INVESTMENT TRUST
Delaware Tax-Free California Insured Fund Tax Exempt 8/31
Delaware Tax-Free Florida Fund Tax Exempt 8/31
Delaware Tax-Free Florida Insured Fund Tax Exempt 8/31
Delaware Tax-Free Kansas Fund Tax Exempt 8/31
Delaware Tax-Free Missouri Insured Fund Tax Exempt 8/31
Delaware Tax-Free New Mexico Fund Tax Exempt 8/31
Delaware Tax-Free Oregon Insured Fund Tax Exempt 8/31
VOYAGEUR MUTUAL FUNDS
Delaware Minnesota High-Yield Municipal Bond Fund Tax Exempt 8/31
Delaware National High-Yield Municipal Bond Fund Tax Exempt 8/31
Delaware Tax-Free Arizona Fund Tax Exempt 8/31
Delaware Tax-Free California Fund Tax Exempt 8/31
Delaware Tax-Free Idaho Fund Tax Exempt 8/31
Delaware Tax-Free Iowa Fund Tax Exempt 8/31
Delaware Tax-Free New York Fund Tax Exempt 8/31
Delaware Tax-Free Wisconsin Fund Tax Exempt 8/31
VOYAGEUR MUTUAL FUNDS II
Delaware Tax-Free Colorado Fund Tax Exempt 8/31
16
SCHEDULE B (CONTINUED)
VOYAGEUR MUTUAL FUNDS III
Delaware Growth Stock Fund Taxable 4/30
Delaware Select Growth Fund Taxable 4/30
VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Minnesota Fund Tax Exempt 8/31
Delaware Tax-Free North Dakota Fund Tax Exempt 8/31
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. Tax Exempt 3/31
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME
FUND, INC. Tax Exempt 3/31
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND Tax Exempt 3/31
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. Tax Exempt 3/31
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. Tax Exempt 3/31
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. Tax Exempt 3/31
17
SCHEDULE C
TAXPAYER
CLIENT/SERIES NAME IDENTIFICATION NUMBER
VOYAGEUR FUNDS
Delaware U.S. Government Securities Fund 00-0000000
VOYAGEUR INSURED FUNDS
Delaware Minnesota Insured Fund 00-0000000
Delaware Tax-Free Arizona Insured Fund 00-0000000
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
Delaware Tax-Free Minnesota Intermediate Fund 00-0000000
VOYAGEUR INVESTMENT TRUST
Delaware Tax-Free California Insured Fund 00-0000000
Delaware Tax-Free Florida Fund 00-0000000
Delaware Tax-Free Florida Insured Fund 00-0000000
Delaware Tax-Free Kansas Fund 00-0000000
Delaware Tax-Free Missouri Insured Fund 00-0000000
Delaware Tax-Free New Mexico Fund 00-0000000
Delaware Tax-Free Oregon Insured Fund 00-0000000
VOYAGEUR MUTUAL FUNDS
Delaware Minnesota High-Yield Municipal Bond Fund 00-0000000
Delaware National High-Yield Municipal Bond Fund 00-0000000
Delaware Tax-Free Arizona Fund 00-0000000
Delaware Tax-Free California Fund 00-0000000
Delaware Tax-Free Idaho Fund 00-0000000
Delaware Tax-Free Iowa Fund 00-0000000
Delaware Tax-Free New York Fund 00-0000000
Delaware Tax-Free Wisconsin Fund 00-0000000
VOYAGEUR MUTUAL FUNDS II
Delaware Tax-Free Colorado Fund 00-0000000
VOYAGEUR MUTUAL FUNDS III
Delaware Growth Stock Fund 00-0000000
Delaware Select Growth Fund 00-0000000
VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Minnesota Fund 00-0000000
Delaware Tax-Free North Dakota Fund 00-0000000
18
SCHEDULE C (CONTINUED)
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. 00-0000000
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. 00-0000000
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND 00-0000000
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. 00-0000000
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. 00-0000000
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. 00-0000000
19
