EX-99.g.2
Final Execution Version Delaware Funds
SECURITIES LENDING AUTHORIZATION
This Agreement (this "Agreement") made as of the 20th day of July, 2007, by
and between each investment company listed on Schedule 1 attached hereto
(referred to herein, individually, as a "Client" and, collectively, as the
"Clients") on behalf of one or more of its series funds listed below such
investment company on Schedule 1 attached hereto (referred to herein,
individually, as a "Fund" and, collectively, as the "Funds"), and MELLON BANK,
N.A. (referred to herein as the "Lending Agent"). As a matter of administrative
convenience, this Agreement is entered into by and between the Lending Agent and
multiple Clients, each on behalf of their respective Funds. Nevertheless, this
Agreement shall be construed to constitute a separate Agreement between each
Client on behalf of its Funds and the Lending Agent.
WITNESSETH:
WHEREAS, the Lending Agent holds certain securities on behalf of each of
the Funds of each Client as custodian; and
WHEREAS, each Client desires to authorize the Lending Agent to establish,
manage and administer a Securities Lending Program in accordance with the
provisions hereof (the "Program") with respect to the lendable securities held
by its Funds; and
WHEREAS, the Lending Agent is willing to lend securities from time to time
on behalf of the Funds; and
WHEREAS, having determined that such loan transactions are suitable for its
Funds and that its Funds have the financial resources for such transactions,
each Client has authorized the Lending Agent to engage in lending such
securities, subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Appointment of Lending Agent. Each Client hereby authorizes the Lending
Agent, as agent for its Funds, to lend US Securities and Foreign Securities, if
any, (as hereinafter defined) held by the Lending Agent as custodian for its
Funds to such borrowers as may be selected by the Lending Agent for the Program
(each a "Borrower") on a fully disclosed basis. Each Client hereby acknowledges
that it is independent of the Lending Agent and that it has authority to execute
this Agreement with the Lending Agent on behalf of its Funds. Each Client and
the Lending Agent may mutually agree to add or delete one or more series funds
covered by this Agreement by amending Schedule 1 attached hereto in writing
signed by such Client and the Lending Agent.
The Lending Agent shall from time to time provide each Client with a list
of the Borrowers in the Program but in no event less than ten (10) days prior to
making any loan of its Funds' securities to any Borrower not previously
disclosed. Each Client may, with written notice to the Lending Agent, restrict
one or more Borrowers from borrowing securities from its Funds. Exhibit A
attached hereto lists the Borrowers in the Program as of the date hereof.
For purposes hereof and unless otherwise specified by the Lending Agent, (i)
"U.S Securities" shall mean securities which are cleared and principally settled
in the United States; and (ii) "Foreign Securities" shall mean securities which
are cleared and principally settled outside of the United States.
2. Requirements of Client. If required to prevent self-dealing or any other
transaction prohibited by law, rule or regulation, each Client agrees to
identify for the Lending Agent those persons who exercise investment discretion
or render investment advice with respect to assets held in its Funds who (or
whose affiliates) are Borrowers under the Program. Each Client also agrees to
notify the Lending Agent promptly in writing of all future appointments and
terminations regarding such persons.
3. Conduct of Program. The Lending Agent shall have responsibility for
negotiating the terms of each loan and, for collecting all required collateral,
whether in the form of U.S. Dollar cash, securities issued or guaranteed by the
United States Government or its agencies or instrumentalities, or other forms
approved by each Client for use as collateral (the "Collateral") on behalf of
its Funds. Subject to the provisions of this Agreement, the Lending Agent shall
have authority to do or cause to be done all acts by and on behalf of each Fund
as it shall in good faith determine to be desirable, necessary or appropriate to
implement and administer the Program contemplated hereby. The Lending Agent
covenants and agrees that it shall undertake periodic credit reviews of
borrowers and establish credit limits applicable thereto in accordance with its
established credit policies and procedures and otherwise consistent with safe
and sound banking practices.
Without limiting the generality of any other provision hereof, in
connection with the administration of the Program and in order to facilitate the
approval of loan transactions by and on behalf of each Borrower, the Lending
Agent is specifically authorized to disclose to each Borrower, the identity of
each Client and its Funds as well as certain other information specific to its
Funds including, without limitation, business address, U.S. Tax Identification
Number, aggregate lendable assets, capitalization, total assets of its Funds
held with the Lending Agent and/or net asset value. Any disclosure by the
Lending Agent of a Client- or its Funds-specific information of the type
specified in the preceding sentence other than the identity of such Client
and/or such Funds and information relating to a specific loan transaction or
series of transactions shall be made by the Lending Agent subject to the
confidentiality agreement of the Borrower receiving such information in such
form and substance as the Lending Agent shall determine to be appropriate and as
otherwise consistent with industry practice and applicable law.
Each loan of a Fund's securities shall be made pursuant to a written
agreement between the Lending Agent (or an affiliate), as agent for each Client
and its Funds, and the Borrower (each a "Borrower Agreement" and collectively
the "Borrower Agreements"). Attached hereto as Attachment 1 is a current master
form of Borrower Agreement used by the Lending Agent (and its affiliates)
primarily in connection with loans of U.S. Securities to Borrowers resident in
the United States (the "Domestic Securities Loan Agreement"). In addition, each
loan of Foreign Securities, if any, to Borrowers resident within the United
States shall be made pursuant to a Borrower Agreement which is substantially in
the form of the standard ISLA Overseas Securities Lender's (Agency) Agreement
(the "OSLA Agreement"), as amended from time to time, the current version of
which is attached
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hereto as Attachment 2, and each loan of Foreign Securities to Borrowers
resident outside of the United States shall be made pursuant to a Borrower
Agreement which is substantially in the form of the standard Global Master
Securities Lending Agreement (the "GMSLA"), as amended from time to time, the
current version of which is attached hereto as Attachment 3. The Lending Agent
shall not amend or modify its current master form of any Borrower Agreement (as
attached hereto) in any manner which is inconsistent with the provisions of this
Agreement without the prior written consent of the affected Client.
Notwithstanding the foregoing, each Client acknowledges and agrees that the
non-material provisions of the Lending Agent's agreement with any Borrower may
differ from the Lending Agent's then current master form of Borrower Agreement
(as attached hereto) as a result of the customary negotiation process between
the Lending Agent and the Borrowers.
This Agreement shall be deemed to create a separate agreement for each Fund
comprising a series of a multi-series investment company as though each such
Fund had separately executed an identical agreement. Any reference to a Fund in
this Agreement shall be deemed to refer solely and exclusively to a particular
Fund to which a given lending transaction under this Agreement relates. The
rights and obligations of each Fund pursuant hereto or in connection with any
transaction hereunder, are independent of, and separate and distinct from, the
rights and obligations of each and every other Fund pursuant hereto or in
connection with any transaction hereunder. Under no circumstances shall the
rights, obligations or remedies with respect to a particular Fund constitute a
right, obligation or remedy applicable to any other Fund. In particular, and
without limiting the generality of the foregoing, the parties hereto agree that:
(a) any event of default regarding any particular Fund shall not create any
right or obligation with respect to any other Fund; (b) neither the Lending
Agent nor any Borrower shall have any right to set off any claims of or against
a particular Fund by applying property or rights of any other Fund; and (c) no
Fund shall have claims to, or the right to set off against, assets or property
held by a Borrower on account of any other Fund.
4. Collateral. Concurrently with the delivery of a Fund's securities to a
Borrower, the Lending Agent shall obtain from such Borrower Collateral in an
amount equal, as of such date, to the Required Percentage of the market value of
such Fund's securities loaned to such Borrower, including any accrued interest.
For purposes hereof, "Required Percentage" shall mean (i) 102% with respect to
U.S. Securities; (ii) 105% with respect to Foreign Securities; except in the
case of loans of Foreign Securities which are denominated and payable in US
Dollars, in which event the "Required Percentage" shall be 102% and (iii) such
other percentage(s) as may be otherwise mutually agreed from time to time by
Addendum to this Agreement.
5. Marking to Market. The Collateral shall be marked to market each
Business Day. If, at the close of trading on any Business Day, the Market Value
of the Collateral previously delivered by the Borrower and held in connection
with loans of a Fund's securities is less than the Minimum Percentage of the
market value of such loaned securities as of such Business Day, the Lending
Agent shall demand that the Borrower deliver an amount of additional Collateral
by the close of the next Business Day sufficient to cause the Market Value of
all Collateral delivered in connection with such loan to equal not less than the
Required Percentage of the Market Value of such loaned securities, including
accrued
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interest. For purposes of this Agreement, (i) the term "Market Value" of cash
Collateral means the value of any cash Collateral or additional cash Collateral
as of the time of receipt thereof by the Lending Agent from the Borrower,
unadjusted for any subsequent increases or decreases in value as a result of any
investment thereof by the Lending Agent pursuant to Section 6 below; (ii) the
term "Minimum Percentage" shall mean 100% or such other percentage(s) as may be
otherwise mutually agreed from time to time by Addendum to this Agreement; and
(iii) the term "Business Day" shall mean any day other than a Saturday, Sunday,
public holiday under the laws of the Lending Agent's principal place of business
or other day on which Lending Agent is authorized or obligated to close in such
place and shall mean, with reference to any security (or the transfer of any
security or collateral in respect thereof ) hereunder, a Business Day on which
regular settlement occurs in the principal market for such security.
6. Collateral Investment. (a) The Lending Agent is hereby authorized to
invest and reinvest, on behalf of each Fund, any and all cash Collateral in
accordance with the provisions hereof. Cash Collateral received by the Lending
Agent on behalf of a Fund shall be invested by the Lending Agent in one or more
collective investment vehicles created and maintained by the Lending Agent or an
affiliate (each a "Collective Investment Vehicle"). The assets of such
Collective Investment Vehicle shall be invested and reinvested in accordance
with the investment guidelines established for such collective investment
vehicle a copy of which guidelines are attached hereto as Exhibit B (the
"Investment Guidelines") and which may be revised or substituted by the Lending
Agent from time to time upon not less than thirty (30) days prior notice to the
affected Client of any such revision or substitution. In the event that the
amount of earnings on invested cash Collateral is insufficient to pay the entire
rebate or other amount payable to a Borrower under any loan of securities and,
therefore, results in negative earnings, the amount of such negative earnings
shall be paid by the Fund for whose account such Collateral is held (the
"Affected Fund") and the Lending Agent, on a monthly basis, in accordance with
and in the same proportion as their respective percentage entitlements to
earnings as set forth in Exhibit C hereto. In addition, in the event that the
amount of earnings on invested cash Collateral is insufficient to pay the entire
rebate or other amount payable to a Borrower in respect of any loan of
securities and, therefore, results in negative earnings, unless remedied by the
Lending Agent as soon as practicable under the circumstances, the Lending Agent
shall notify the affected Client of the continuance of such occurrence as soon
as reasonably practicable under the prevailing circumstances. Notwithstanding
any other provision hereof, each Client acknowledges and agrees that any losses
of principal from investing and reinvesting cash Collateral in accordance with
the provisions hereof (collectively, "Principal Losses") shall be at the
Affected Fund's risk and for the Affected Fund's account. If at any time the
Collateral is insufficient to satisfy the obligation to return the full amount
owed to the Borrower, the Affected Fund shall be solely responsible for such
shortfall except to the extent that any such shortfall results from the
negligence or bad faith of the Lending Agent. In the event the Lending Agent is
unable to obtain such Affected Fund's share of negative earnings or shortfalls
from losses of principal from revenues derived from securities lending
activities, each Client hereby agrees to cause such amounts to be paid
immediately upon receipt of the Lending Agent's statement; provided, however,
that if such amounts are not paid by the affected Client or otherwise contested
by the affected Client in good faith by written notice thereof to the Lending
Agent, the Lending Agent is hereby authorized to obtain such amounts directly
from the account of the Affected Fund, to the extent not
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otherwise prohibited by applicable law. In order to facilitate the investment of
cash Collateral on behalf of its Funds, each Client shall, at the request of the
Lending Agent, execute on behalf of each of its Funds and deliver to the Lending
Agent, a Subscription Agreement in the form attached hereto as Exhibit D or such
other form as may be prescribed by the applicable investment fund from time to
time.
(b) All Collateral, investments thereof, and proceeds received or held
by the Lending Agent on behalf of a Fund shall be held in an account of such
Fund and shall be segregated on the books and records of the Lending Agent from
all similar property of the Lending Agent or held by the Lending Agent for other
clients, funds or third parties. The Lending Agent shall obtain and maintain at
all times a first-priority perfected security interest in and to all Collateral
received and held for the account of any Fund and all such Collateral shall be
held by the Lending Agent for the benefit of each Fund in the United States. The
Lending Agent shall not re-lend, hypothecate, or otherwise grant to any third
party a security interest in any Collateral held by the Lending Agent for the
account of any Fund.
(c) In the event that the expenses incurred and paid by and from a
Collective Investment Vehicle shall at any time exceed an annualized amount
equal to .05% of the total assets of such Collective Investment Vehicle at such
time, the Lending Agent and each Client, on behalf of each of its Funds, shall
adjust the allocation of Net Securities Lending Revenues to which each of its
Funds is entitled pursuant to Section 12 to such extent as may be necessary to
cause each of its Funds to receive such amount as it would have received had the
expenses incurred and paid by and from such Collective Investment Vehicle at
such time been in an annualized amount equal to .05% of the total assets of such
Collective Investment Vehicle at such time.
7. Allocation of Lending Opportunities. Each Client acknowledges that the
Lending Agent has been appointed Lending Agent by other clients on behalf of
other funds and that the Lending Agent will allocate securities loan
opportunities among its securities lending clients, including such Client's
Funds, by such reasonable and equitable methods as the Lending Agent deems
appropriate. While the Lending Agent will make reasonable efforts to lend the
Funds' securities, nothing in this Agreement shall be deemed to impose upon the
Lending Agent any obligation, in the event it makes a loan of another securities
lending client's securities, to make a loan of any Fund's securities, whether or
not such loan could have been made in accordance with this Agreement, and
whether or not the Lending Agent has made fewer or more loans for any other
securities lending client than for any Fund. The Lending Agent does not
represent or warrant that any amount or percentage of any Fund's securities will
in fact be loaned to a Borrower.
8. Rights of Borrower in Respect of the Securities. (a) Until such time as
a loan of securities is terminated and such securities are returned to the
Lending Agent, a Borrower shall have all incidents of ownership of the
securities loaned, including, but not limited to, the right to transfer the
securities to others; provided, however, that Borrower will be obligated to the
Lending Agent with respect to amounts equivalent to all dividends, interest and
distributions pertaining to the securities. Each Client hereby waives the right
to vote any voting securities loaned to a Borrower or participate in any
dividend reinvestment program during the term of any such loan.
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(b) The Lending Agent shall collect for, and credit to, the account of
a Fund from which any loan of securities is made, amounts equivalent to all
interest, dividends or other cash distributions paid with respect to such loaned
securities ("In Lieu of Distributions"), subject to any applicable withholding
taxes, transfer taxes and other necessary costs. In the event that a Borrower
fails to deliver any In Lieu of Distributions in respect to any securities
loaned or fails to deliver any non-cash distribution in respect to any
securities loaned then:
(i) the Lending Agent shall credit to the account of a Fund from
which any loan of securities is made, on payable date, even if not actually
collected by the Lending Agent, amounts equivalent to all such In Lieu of
Distributions that such Fund would have received had the securities not been on
loan over the record date, subject to any applicable withholding taxes, and
other necessary costs;
(ii) unless otherwise requested by the applicable Client, the
Lending Agent shall add any non-cash distribution in the nature of a stock split
or a stock dividend to the existing securities on loan to which such
distribution relates as of the payable date;
(iii) the Lending Agent shall record any non-cash distribution in
the nature of a warrant or right to purchase shares made with respect to
securities on loan as a new loan made on behalf of the applicable Fund to the
Borrower as of the date of receipt by the Borrower of such non-cash
distribution, provided, however, that the applicable Client may direct the
Lending Agent to cause the Borrower to deliver such non-cash distribution to the
Lending Agent for the applicable Fund's account, in which case the Lending Agent
shall credit such non-cash distribution to such Fund's account as and when
received; and
(iv) each Client, on behalf of its Funds, acknowledges that the
tax treatment of In-Lieu-of Distributions may differ from the tax treatment of
the interest or dividend to which such payment relates and that such Client, on
behalf of its Funds, has made its own determination as to the tax treatment of
any securities loan transaction undertaken pursuant to this Agreement and of any
dividends, distributions, remuneration or other funds received hereunder.
9. Remedies for Failure to Deliver Securities. (a) In the event that any
loan made pursuant to this Agreement is terminated and the loaned securities, or
any portion thereof, shall not have been returned to the affected Fund from
which such loan of securities is made for any reason (including, without
limitation, the insolvency or bankruptcy of the Borrower) within the time
specified by the applicable securities loan agreement, the Lending Agent, at its
expense and subject to (b) below shall (i) promptly replace the loaned
securities, or any portion thereof, not so returned with other securities of the
same issuer, class, and denomination and with the same dividend rights and other
economic benefits as such securities possessed at the close of business on the
date as of which the loaned securities should have been returned, or (ii) if it
is unable to purchase such securities on the open market, credit the Affected
Fund with the market value of such unreturned loaned securities, such market
value to be determined as of the date on which the loaned securities should have
been returned. Until such time as the actions in clauses (i) or (ii) have been
consummated, any dividends or interest which have accrued on the loaned
securities,
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whether or not received from the Borrower, shall be credited by the Lending
Agent to the Affected Fund in accordance with Section 8 hereof.
(b) Each Client and its Funds shall have, as to their Collateral, all
of the rights and remedies of a secured party under applicable law. In the event
that the Lending Agent should be required to make any payment or incur any loss
or expense in connection with any securities loaned pursuant to (a) above or in
respect of the payment of any buy-in costs pursuant to Section 11 below, the
Lending Agent shall, to the extent of any such payment and/or loss or expense,
be subrogated and succeed to all such rights and remedies of such Client and/or
its Funds against the Borrower under the applicable securities loan agreement
and to the collateral securing the Borrower's obligations to the Lending Agent
under such securities loan agreement. If for any reason the Lending Agent cannot
assert any such rights and remedies against the Borrower and/or its successors
and assigns in its own right, such Client and/or its Funds shall, at the expense
of the Lending Agent, file and prosecute such complaints and lawsuits and take
such action as the Lending Agent may reasonably request in connection with the
recovery of any such deficiency and shall otherwise cooperate with the Lending
Agent in any such litigation.
(c) In the event of a failure of a pending sale of securities by a
Fund to a third-party buyer resulting from failure or refusal of a Borrower to
return loaned securities, or any portion thereof, to such Fund from which such
loan of securities is made for any reason as and when required pursuant to the
applicable Borrower Agreement, the Lending Agent shall be responsible for
collecting from such non-performing Borrower any direct costs incurred by the
affected Client or such Fund to its buyer as a result of such settlement
failure, including without limitation, all buy-in costs for which the affected
Client or such Fund might otherwise be responsible, but not including indirect,
special, punitive or consequential damages. For purposes hereof, "buy-in costs"
shall mean the cost of the security purchased in the market by the buyer as a
result of the affected Client's failure to deliver such security together with
all commissions incurred in connection with such buy-in.
10. Lending Limitations. Notwithstanding any other provision of this
Agreement, each Client and the Lending Agent agree as follows:
(a) The aggregate market value of a Fund's loaned securities
outstanding at any one time shall not exceed an amount equal to twenty five
(25%) percent (or such other percentage as such Client may specify to the
Lending Agent in writing from time to time) of such Fund's total assets.
(b) The market value of a Fund's securities which are loaned to any
one Borrower shall not at any time exceed an amount equal to five (5%) percent
(or such other percentage as such Client may specify to the Lending Agent in
writing from time to time) of such Fund's total assets.
(c) Each Client shall advise the Lending Agent, in writing, and at
such intervals as such Client shall deem appropriate, of the dollar amount of
each Fund's total assets and the dollar amounts which can be lent on behalf of
such Fund pursuant to Sections 10(a) and 10(b) during the period to which such
notice pertains (the "Lending Limitations"). Subject to receipt by the Lending
Agent of the Lending Limitations to be provided by such
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Client pursuant to the preceding sentence, the Lending Agent shall have the
responsibility to ensure the Program's compliance with Sections 10(a) and 10(b),
except to the extent that any non-compliance results from a change in the
applicable Lending Limitations, provided, however, that in the event that the
Lending Limitations as of any date (or other period specified by such Client)
are less than the Lending Limitations in effect during the immediately preceding
period, the Lending Agent shall promptly take such actions as may reasonably be
necessary or appropriate to cause the Program to comply with such revised
Lending Limitations.
11. Standard of Care; Indemnification. The Lending Agent shall perform its
obligations under this Agreement with the care, skill, prudence, and diligence
which, under the circumstances then prevailing, a prudent person acting in a
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aim.
Except as specifically provided in Section 9, the Lending Agent shall not be
liable with respect to any losses incurred by any Fund in connection with the
Program, except to the extent that such losses result from the Lending Agent's
negligence, bad faith or willful misconduct in its administration of the
Program. Notwithstanding any other provision of this Agreement, under no
circumstances shall the Lending Agent be liable for any indirect, consequential,
or special damages with respect to its role as Lending Agent.
The Lending Agent hereby indemnifies and agrees to defend, and hold and save
harmless each Client and its Funds from and against (i) any and all, claims,
actions, demands, lawsuits, losses and damages of any kind whatsoever arising or
resulting from the negligence, bad faith or willful misconduct of the Lending
Agent in its administration of the Program or the failure of the Lending Agent
to comply with the provisions of this Agreement including, the Investment
Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent
not recovered by the Lending Agent from the applicable Borrower for the account
of the Affected Fund.
Each Client on behalf of each of its Funds hereby indemnifies and agrees to
defend, hold and save harmless the Lending Agent from any and all claims,
actions, demands or lawsuits of any kind whatsoever arising in any way out of
the performance of the Lending Agent's duties under this Agreement, except to
the extent caused by the negligence, bad faith or willful misconduct of the
Lending Agent in its administration of the Program.
12. Compensation to the Lending Agent. In consideration for the securities
lending services to be provided by the Lending Agent hereunder, the Lending
Agent shall be entitled to compensation as set forth in Exhibit C attached
hereto, as amended from time to time upon agreement of the parties. The Lending
Agent is hereby authorized to charge such fees against and collect such fees
from the revenues derived from the securities lending activities. The fees paid
to the Lending Agent hereunder are solely in consideration of securities lending
services rendered by the Lending Agent and are in addition to any other fees or
compensation to which the Lending Agent may be entitled for services rendered
for a Client or any of its Funds under other agreements.
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13. Assignability. The parties hereto will not assign this Agreement
without first obtaining the written consent of the other party or parties, as
the case may be, provided, however, that a Fund merger or reorganization that
does not result in a change in such Fund's investment adviser and where the fund
surviving from such merger or reorganization assumes the duties and obligations
of such Fund under this Agreement shall not require the Lending Agent's consent;
provided further, however, the Lending Agent may assign all or a portion of this
Agreement to any entity which directly or indirectly is controlled by, or is
under common control with, the Lending Agent. Any entity, which shall by merger,
consolidation, purchase or otherwise succeed to substantially all of the
securities lending business of the Lending Agent, shall, upon such succession
and without any appointment or other action by the Clients, be and become
successor Lending Agent hereunder upon notification to the Clients. This
Agreement will be binding upon, and inure to the benefit of, the respective
successors or permitted assigns of the Lending Agent and the Clients.
Notwithstanding the foregoing, it is hereby acknowledged and agreed that the
Lending Agent may utilize the services of ABN AMRO Mellon Global Securities
Services B.V., or one or more of its affiliates including, without limitation,
Mellon Trust of New England, National Association, as sub-agent, for the Funds,
to perform all or any portion of the services to be provided by the Lending
Agent pursuant hereto; provided, however, that the use of such sub-agent shall
not limit the liability of the Lending Agent for the performance of its
obligations hereunder, and the Lending Agent shall be responsible for the acts
and omissions of such sub-agent to the same extent as though such acts or
omissions were (and such acts or omissions shall be deemed to be) the acts or
omissions of the Lending Agent.
14. Amendment and Termination. (a) Each Client may, in its sole and
absolute discretion, direct the Lending Agent in writing to terminate any loan
of any of its Funds' securities at any time and for any reason, in which event
the Lending Agent shall, promptly upon receipt of notice thereof from such
Client, take all steps necessary to cause the termination of such Loan and the
return of the loaned securities to the account of the affected Fund from which
such loan was made within the standard settlement period for such securities.
(b) Following the first anniversary of this Agreement, this Agreement may
be terminated at any time at the option of either the Lending Agent or any
Client with respect to its Funds upon sixty (60) days prior written notice to
the other party. In the event that this Agreement is terminated, the Lending
Agent shall not make any further securities loans on behalf of any of the Funds
with respect to which it has given or received, as the case may be, notice of
such termination and shall promptly take all reasonable actions to terminate all
securities loans then outstanding for any of the Funds with respect to which it
has given or received, as the case may be.
In the event of a dispute following the expiration or termination of this
Agreement, all relevant provisions shall be deemed to continue to apply to the
obligations and liabilities of the parties.
(c) Each Client acknowledges that certain events, including but not limited
to termination of any loan or loans in accordance with (a) above or such
Client's termination of participation in the Program, certain changes to the
composition of a Fund's lendable
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securities, extraordinary changes in applicable interest rates or the bankruptcy
or insolvency of any issuer of a security may result in a loss to its Funds. The
obligations and the rights of each Client, its Funds and the Lending Agent under
this Agreement with respect to any outstanding loans shall survive and continue
despite any termination of this Agreement until fully performed or satisfied.
(d) This Agreement may not be amended or modified except by written
agreement duly executed by or on behalf of the parties hereto.
15. Accounting for Cash Collateral Investment Vehicles. While the vehicles
maintained by the Lending Agent or its affiliate for the investment of cash
collateral are currently accounted for based upon a $1.00 net asset value per
unit, there is no guarantee that such accounting treatment shall continue since
the vehicles governing instruments permit a change to account for fund assets on
a marked to market basis, or that even if a $1.00 net asset value is utilized,
that there will not be differences from time to time between $1.00 and the
underlying fair market value of the net assets attributable to such unit.
16. Notices. Any notice, request, demand or other communication in
connection with this Agreement shall be deemed to have been given or made when
received by the party to whom directed. All such notices and other
communications shall be in writing unless otherwise provided herein and shall be
directed, if to the Lending Agent to:
Mellon Bank, X.X.
Xxxxxx Client Service Center
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxxxxxxxxx, 00000
Attention: Global Securities Lending Contract Administration Unit
and if to a Client to:
the address set forth on Schedule 1 for such Client.
With a copy to:
Delaware Investments
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 19103
Attention: General Counsel
or otherwise in accordance with the latest unrevoked written direction from any
party to the other party hereto.
17. Representations. Each Client and the Lending Agent hereby represent and
warrant to the other (i) that it has full authority to enter into this Agreement
upon the terms and conditions hereof; (ii) all such action has been duly
authorized by all necessary proceedings on its part; and (iii) that the
individual executing this Agreement on its behalf has the requisite authority to
bind it to this Agreement. Each Client further represents and warrants that each
of its Funds may legally enter into the securities loans contemplated by
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this Agreement, that it will have the legal right to transfer the lendable
securities in connection with such loans, and that such loans will create legal,
valid and binding obligations enforceable against the applicable Fund in
accordance with their terms.
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CUSTOMER IDENTIFICATION PROGRAM NOTICE
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering
activities, all financial institutions are required by law to obtain, verify and
record information that identifies each individual or entity that opens an
account.
What this means for you: When you open an account, we will ask you for your
name, address, taxpayer or other government identification number and other
information, such as date of birth for individuals, that will allow us to
identify you. We may also ask to see identification documents such as a driver's
license, passport or documents showing existence of the entity.
--------------------------------------------------------------------------------
18. Reporting. On or before the last day of each month the Lending Agent
shall provide each Client with a comprehensive report concerning each of its
Funds' participation in the Program during the immediately preceding month,
which reports shall include, without limitation, holdings and performance of any
collective investment vehicle in which the Lending Agent invests such Fund's
cash Collateral pursuant to this Agreement and the Lending Agent shall provide
such other information to each Client concerning the Program as such Client may
reasonably request from time to time subject, however, to the Lending Agent's
duty of confidentiality to its other clients and policies regarding proprietary
information.
19. Force Majeure Notwithstanding anything in this Agreement to the
contrary, the Lending Agent shall not be responsible or liable for its failure
to perform under this Agreement or for any losses to the Funds resulting from
any event beyond the reasonable control of the Lending Agent, its agents or
subcustodians, including but 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 Funds' assets; 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.
20. Governing Law. This Agreement shall be construed in accordance with,
and the rights of the parties are to be governed by, the laws of the
Commonwealth of
12
Pennsylvania, exclusive of its conflict of laws principles, and except insofar
as the same are or may be preempted or superseded by applicable Federal law.
21. Miscellaneous. This Agreement supersedes any other agreement between
the parties covering loans of securities by the Lending Agent on behalf of any
of the Funds. The provisions of this Agreement are severable and the invalidity
or unenforceability of any provision hereof shall not affect any other provision
of this Agreement. No single or partial waiver of any right hereunder shall
preclude any other or further exercise thereof, or the exercise of any other
right hereunder.
13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Executive Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUND I,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP INCOME FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of its Funds identified on Schedule 1
14
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE POOLED TRUST, on behalf
of its Funds identified on Schedule 1
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE VIP TRUST,
on behalf of its Funds identified on Schedule 1
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL
DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS
ENHANCED GLOBAL DIVIDEND AND
INCOME FUND, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Chief Financial Officer
15
Final Execution Version Delaware Funds
EXHIBIT A
Global Securities Lending
Approved Borrowers
The following is the list of Borrowers in the Program referred to in
Section 1 (entitled Appointment of Lending Agent) of the Securities Lending
Authorization dated July 20, 2007, by and between MELLON BANK, N.A., as
Lending Agent, and the Clients on behalf of their respective Funds.
Domestic Broker/Dealers Other Domestic
1. Abbey National Securities, Inc 38. XX Xxxxxx Xxxxx Bank, N.A.
2. ABN AMRO Incorporated 00 Xxxxx Xxxxxx Bank and Trust Company
3. Banc Of America Securities LLC * 40. State Street Corporation
4. Banca IMI Securities Corp 41. Wachovia Bank National Association
5. Barclays Capital, Inc. * International Brokers & Banks
6. Bear Xxxxxxx & Company, Inc. *1 42. ABN AMRO Bank, NV (2)
7. Bear Xxxxxxx Securities Corp. 1 43. ABN AMRO, N.V., New York Branch (2)
8 BNP Paribas Securities Corp* 44. Barclays Bank, PLC
9. CIBC World Markets Corporation * 45. Barclays Capital Securities Ltd.
10 Cantor Xxxxxxxxxx & Co. 46. Bear Xxxxxxx International, Ltd
11. Citigroup Global Markets, Inc. * 47. BNP Paribas S.A.
12. Caylon Securities (USA) Inc. 48. Xxxxx Xxxxx International Ltd.
13. Credit Suisse Securities (USA) LLC * 49. IXIS Corporate and Investment Bank
14. Deutsche Bank Securities, Inc.* 50. Citigroup Global Markets Ltd
15. Dresdner Kleinwort Securities LLC* 51. Commerzbank AG
16. First Clearing, LLC. 52. Credit Suisse Securities (Europe), Ltd.
17. Fortis Securities LLC 53. Deutsche Bank, AG
18. Xxxxxxx, Xxxxx & Company * 54. Dresdner Bank, AG
19. BMO Capital Markets Corp 55. Dresdner Kleinwort Securities Limited
20. HSBC Securities (USA) Inc. * 56. Fortis Bank (Nederlands) N.V.
21. ING Financial Markets LLC. 57. Xxxxxxx Xxxxx International
22. Xxxxxxxxx and Co., Inc. 58. X.X. Xxxxxx Securities, Ltd.
23. X.X. Xxxxxx Securities, Inc. * 59. ING Bank, N.V.
24 Xxxxxx Brothers, Inc. * 60. Xxxxxx Brothers International (Europe)
25 Xxxxxxx Xxxxx Government Securities, Inc. * 61. Macquarie Bank Limited
00 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx, Inc. 62. Xxxxxxx Xxxxx International
27. Xxxxxx Xxxxxxx & Co., Inc. * 63. Xxxxxx Xxxxxxx Securities, Ltd
28. MS Securities Services, Inc. 64. Xxxxxx Xxxxxxx & Co. International, Ltd
29. Nomura Securities International, Inc. * 65. Nomura International PLC
30. Pershing LLC 66. The Royal Bank of Scotland PLC
31. RBC Capital Markets Corp. 67. Royal Bank of Canada
32. Greenwich Capital Markets, Inc * 68. Skandinaviska Enskilda Xxxxxx XX
33. SG Americas Securities, LLC. 69. Societe Generale*(3)
34. Swiss American Securities Inc 70. Societe Generale, New York Branch(3)
35. TD Securities (USA) Inc. 71. UBS Limited
36. UBS Securities LLC *
37. Wachovia Capital Markets, LLC. * Denotes Primary US Government Securities Dealer
.. (1) Treated as single entity for credit &
processing purposes.
(2) Treated as single entity for credit &
processing purposes.
(3) Treated as single entity for credit &
processing purposes.
11/7/06 (ALLEXA)
16
Agreed to and Approved by Lending Agent
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Executive Vice President
Date: 7/20/07
Agreed to and Approved by the Clients:
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUND I,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP INCOME FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of its Funds identified
on Schedule 1
17
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf of its Funds identified
on Schedule 1
DELAWARE POOLED TRUST,
on behalf of its Funds identified on Schedule 1
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE VIP TRUST,
on behalf of its Funds identified on Schedule 1
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL
DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED
GLOBAL DIVIDEND AND INCOME FUND, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Chief Financial Officer
Date: 7/20/07
18
Final Execution Version Delaware Funds
EXHIBIT B
SECURITIES LENDING
INVESTMENT POLICY AND GUIDELINES FOR COLLECTIVE INVESTMENT
VEHICLES
MELLON GSL DBT II COLLATERAL FUND
The following are the Collateral Investment Guidelines referred to in
Section 6 (entitled Collateral Investment) of the Securities Lending
Authorization Agreement dated July 20, 2007, by and between MELLON BANK, N.A.,
as Lending Agent, and the Clients on behalf of their respective Funds.
Portfolio Management:
Lending Agent will manage (or cause the management of) the investment of cash
collateral received by the Lending Agent in respect of loans of securities in
accordance with the following guidelines:
1. Objectives:
The Fund shall be for the investment and management of cash collateral
supporting securities loans the key objectives of which management of cash
collateral are to:
o safeguard principal,
o assure that all cash collateral is invested in a timely manner,
o maintain a diversified portfolio of investments,
o maintain adequate liquidity to meet the anticipated needs of clients
and/or their investment advisors, and
o consistent with these objectives, to optimize the spread between the
collateral earnings and the rebate rate paid to the borrower of
securities.
The following standards have been designated to complement the preceding
objectives:
Amortized Cost
Collateral which is invested in the Fund is assigned a value of
approximately $1.00 per unit. Because the Fund is currently operated on a
cost, rather than market value basis, for purposes of subscriptions and
redemptions, if non-cash assets are to be sold prior to their maturity for
purposes of effecting a participants withdrawal from the Fund, it is
possible that a loss may be realized. In addition, there is no guarantee
that the Fund will continue to be maintained on a cost, rather than a
market value basis. The amortized or book value of the Fund's assets and
underlying fair market value of its assets may differ to a certain degree,
and accordingly, admissions or withdrawals from a fund utilizing such
amortized or book value may be made when the fair market value of the
underlying assets of the Fund is less than, or exceeds, such amortized or
book value.
2. Allowable Instruments and Credit Quality
A. Instruments issued or fully guaranteed by the U.S. Government, Federal
agencies, or sponsored agencies or sponsored corporations.
B. Instruments issued by domestic corporations including corporate notes
and floating rate notes rated A3 or better at time of purchase by
Xxxxx'x Investor Service or A- by Standard & Poors. Commercial paper
of domestic corporations must be rated A-1 and P-1 at time of
purchase. Floating rate notes must reprice daily, weekly, monthly or
quarterly and utilize a standard repricing index such as LIBOR,
Treasury Bills, commercial paper or Federal funds. Capped floating
rate notes are acceptable as long as the ceiling rate is five hundred
basis points above the current repricing index at time of purchase.
19
C. Obligations of approved domestic and foreign banks including bankers
acceptances, certificates of deposit, domestic and off-shore bank time
deposits, bonds (Euro), floating rate notes (Euro) and other debt
instruments. The banks must be rated at least A3 by Moody's or A- by
Standard & Poor's at time of purchase.
D. U.S. dollar-denominated instruments issued by sovereigns, sovereign
supported credits, and instruments of foreign banks and corporations.
The foreign banks or corporations must be rated at least A- by
Standard & Poor's or A3 by Moody's. Commercial paper of foreign banks
and corporations must be rated A-1 and P-1.
E. Yankee Securities subject to the quality constraints outlined in "D"
above.
F. Repurchase agreements subject to a minimum of 102% collateralization
with daily updated valuation.
G. Insurance company funding agreements, guaranteed investment contracts
(GICs) and bank investment contracts (BICs) are acceptable if the
issuer has a long term debt rating or claims paying ability rating at
least A1 at time of purchase by Xxxxx'x Investor Service or A+ by
Standard & Poor's. In addition, GIC/BIC investments must contain an
unconditional put feature that can be exercised within 90 days at par
value.
X. Xxxxx-backed securities having a minimum rating, at the time of
purchase, of AA- by Standard & Poor's or AA3 by Xxxxx'x Investor
Service.
I. Money market mutual funds including money market mutual funds and
other commingled funds of an affiliate of the Lending Agent.
J. All credit ratings set forth herein shall be applicable at time of
purchase. If a security is rated by more than one nationally
recognized statistical organization, the higher rating shall prevail
for purposes of these guidelines.
K. All obligations shall be payable as to principal and interest in U.S.
currency.
Note:
The following securities are not acceptable investments for the Fund:
o Unsecured obligations of institutions whose primary business is to
function as a broker/dealer.
o Interest only and principal only (IO, PO) stripped mortgages.
o Complex derivative structures including, but not limited to: inverse
floating rate notes, defined range floating rate notes, trigger notes,
and callable step-up notes.
o No individual investment which can acquire a negative coupon or whose
return of principal is linked to any set methodology may be made for
any reason. However, zero coupon securities such as commercial paper,
short term discount notes, original issue discount (OID) notes, and
Treasury bills which are purchased at prevailing market yields will be
deemed to be acceptable for purchase.
o The Lending Agent may not be a direct party in swap, futures and
option transactions.
3. Maturity
o The dollar-weighted maturity will be maintained with the objective of
preserving principal. The maximum weighted average maturity of the
Fund is 90 days. Put features and floating and variable rate note
reset dates will be used as the proxy for maturity date in calculating
the weighted average maturity of the Fund.
o No instrument will have a maturity date or expected weighted average
life in excess of thirteen months from time of purchase, except:
o floating and variable rate securities which may have a
three-year final maturity, and
o floating rate asset-backed securities which may have an
expected weighted average life no greater than three years.
Amortizing floating rate asset-backed securities may have an
expected weighted average life no greater than three years
and an expected final payment date not exceeding five years
from date of purchase.
o All normal settlement period practices are not considered in applying
the maturity constraints or calculating the weighted average maturity
of the Fund.
20
4. Diversification
o The Fund's minimum overnight (next Business Day) liquidity level will
be targeted at not less than 20%.
o At the time of purchase, the combined holdings of securities from one
issuer should not constitute more than five percent of the Fund with
the exception of repurchase agreements, money market funds,
instruments issued or fully guaranteed by the U.S. government, federal
agencies, or sponsored agencies or sponsored corporations.
Agreed to and Approved by Lending Agent
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Executive Vice President
Date: 7/20/07
Agreed to and Approved by the Clients:
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUND I,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP INCOME FUNDS,
on behalf of its Funds identified on Schedule 1
21
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE POOLED TRUST,
on behalf of its Funds identified on Schedule 1
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE VIP TRUST,
on behalf of its Funds identified on Schedule 1
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL
DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL
DIVIDEND AND INCOME FUND, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Chief Financial Officer
Date: 7/20/07
22
EXHIBIT C
Securities Lending Fee Split
The following is the fee split referred to in Section 12 (entitled
Compensation to the Lending Agent) of the Securities Lending Authorization dated
July 20, 2007, by and between MELLON BANK, N.A., as Lending Agent, and the
Clients on behalf of their respective Funds. The Lending Agent shall retain 20%
of the net securities lending revenues generated under this Agreement as
compensation for its securities lending services and the Funds shall be entitled
to the remainder of such net securities lending revenues. For purposes hereof,
"net securities lending revenues" shall mean (i) all loan premium fees derived
from the Lending Agent's acceptance of non-cash Collateral; plus (ii) all gains
and losses, income and earnings from the investment and reinvestment of the
Funds cash Collateral minus rebate and similar fees paid by the Lending Agent to
the Borrower.
Mellon Bank, N.A., as the Lending Agent, has agreed to be responsible for
the custody transaction fees related to the securities lending activity under
this Agreement. The Lending Agent will pay these fees out of its portion of the
fee split. Except as provided above, the Lending Agent shall not charge any
administrative or other fees in connection with its administration of collateral
received by the Lending Agent in respect of the loan of the Funds Securities.
Agreed to and Approved by Lending Agent
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Executive Vice President
Date: 7/20/07
Agreed to and Approved by the Clients:
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUND I,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Funds identified on Schedule 1
23
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP INCOME FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of its Funds identified
on Schedule 1
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf of its Funds identified
on Schedule 1
DELAWARE POOLED TRUST,
on behalf of its Funds identified on Schedule 1
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE VIP TRUST,
on behalf of its Funds identified on Schedule 1
DELAWARE INVESTMENTS DIVIDEND AND
INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND
AND INCOME FUND, INC.
24
DELAWARE INVESTMENTS ENHANCED GLOBAL
DIVIDEND AND INCOME FUND, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Chief Financial Officer
Date: 7/20/07
25
EXHIBIT D
Collective Investment Vehicles For Investment of Cash Collateral
MELLON GSL REINVESTMENT TRUST
Mellon GSL DBT II Collateral Fund
The following is additional information about the collective investment
vehicles for the investment of cash collateral referenced in Section 6 (entitled
Collateral Investment) of the Securities Lending Authorization Agreement dated
as of July 20, 2007 by and between MELLON BANK, N.A., as Lending Agent, and the
Clients on behalf of their respective Funds. Pursuant to the Agreement, the
Lending Agent is authorized to invest Cash Collateral of the Fund in a
collective investment vehicle that satisfies the requirements of such Section 6.
None of these collective investment vehicles are guaranteed or insured by the
Lending Agent or its affiliates or by the Federal Deposit Insurance Corporation
or any government agency.
Set forth below is information about the MELLON GSL DBT II COLLATERAL FUND
Series of the MELLON GSL REINVESTMENT TRUST, a collective investment vehicle to
be utilized by the Lending Agent pursuant to the Agreement for the investment of
Cash Collateral.
Delaware Statutory Trust. A Delaware statutory trust, known as the Mellon
GSL Reinvestment Trust (the "Trust"), has been established for the purpose of
investment and reinvestment of Cash Collateral on behalf of clients in the
securities lending programs of the Lending Agent and its affiliates,
particularly clients who are not eligible to participate in collective trusts or
common trust funds maintained by the Lending Agent or its affiliates. A complete
copy of the Declaration of Trust establishing the Trust is available upon
request.
Portfolios. Under the Declaration of Trust, the Trustee may establish one
or more portfolio series (each, a "Portfolio" or "Series") and has established a
Series entitled "Mellon GSL DBT II Collateral Fund". Each Portfolio is an
identified pool of assets and corresponding liabilities. The debts, liabilities,
obligations and expenses incurred with respect to a particular Portfolio are
enforceable only against the assets of that Portfolio and not against the assets
of the Trust generally of the assets of any other Portfolio.
Service Providers. The Lending Agent serves as custodian of the Trust and
as the Investment Manager of each Portfolio of the Trust (the "Investment
Manager") and directs the investment and reinvestment of assets of each Series
of the Trust. Mellon Bank (DE) National Association, an affiliate of the Lending
Agent, serves as the trustee of the Trust (the "Trustee"). None of these parties
will receive any additional compensation from the Trust for their services to
the Trust.
Fees and Expenses. The Trust bears its own costs and expenses in connection
with its establishment and operation, the expenses incurred in connection with
its investments and certain other expenses as set forth in the Declaration of
Trust, such as audit fees.
Units. When the Lending Agent invests Cash Collateral in the Trust, the
Fund on whose behalf the Client is acting will become a beneficial owner of
units of the Trust representing interests in a particular Portfolio ("Units").
Each Unit represents an undivided proportionate
26
interest in all assets and liabilities of a Portfolio, each without priority or
preference over the other. Initially, each Unit is valued at $1.00 and the Trust
will, as a general rule, use amortized cost methods of valuing the assets of
each Portfolio. Each Portfolio is managed to maintain a constant value of $1.00
per Unit, although the Declaration of Trust provides that the Trustee may change
this constant valuation in certain unusual circumstances. Each Business Day the
net income accrued by the Trust for a Portfolio will be calculated and the
accrued net income of the Portfolio will be allocated for the benefit of the
beneficial owners of Units of the Portfolio.
Non-Transferability of Units; Redemption of Units. Units are transferable
only with consent of the Trustee; however, the Trust is obligated to redeem all
or any part of each beneficial owner's Units at a redemption price equal to the
net asset value per Unit, as determined by the Trustee. Payment of the
redemption price will be made in cash on the redemption date in ordinary
circumstances, provided redemption has been requested in a timely manner as
determined by the Trustee.
Tax Status. Each Portfolio will be treated as a partnership for federal
income tax purposes. Each Portfolio will also be exempt from taxation in the
State of Delaware.
Client Authorization. By execution of this Exhibit D below, the Client
hereby represents to the Lending Agent and authorizes the Lending Agent, on
behalf of the Fund or Funds identified in the Agreement, to execute and deliver
one or more documents representing as follows: (i) the securities issued by any
collective investment vehicle for the benefit of the Fund are being acquired
only for investment and not with a view to distribution, (ii) the Fund qualifies
as an accredited investor within the meaning of Rule 501 of Regulation D under
the Securities Act of 1933, as amended, and (iii) the Fund qualifies as a
qualified purchaser under the Investment Company Act of 1940, as amended. By
execution of this Exhibit D below, the Client also agrees to notify the Lending
Agent promptly if at any time any of the representations set forth herein are no
longer true and correct.
TAX INFORMATION. UNDER PENALTIES OF PERJURY, THE FUND* (AS PAYEE) HEREBY
CERTIFIES TO THE TRUST (AS PAYER) THAT (1) THE NUMBER SHOWN BELOW IS ITS CORRECT
TAXPAYER IDENTIFICATION NUMBER AND (2)** THE FUND* IS NOT SUBJECT TO BACKUP
WITHHOLDING BECAUSE (A) IT IS EXEMPT FROM BACKUP WITHHOLDING OR (B) IT HAS NOT
BEEN NOTIFIED BY THE IRS THAT IT IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS NOTIFIED THE
FUND* THAT IT IS NO LONGER SUBJECT TO BACKUP WITHHOLDING.
* Please note this information relates to the Fund the assets of which are being
invested, not to the Client signing this document.
** PLEASE CROSS OUT ITEM (2) ABOVE IN ITS ENTIRETY IF THE FUND* HAS BEEN
NOTIFIED BY THE IRS THAT THE FUND IS SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDERREPORTING INTEREST OR DIVIDENDS.
27
ACCOUNTS THAT HAVE MISSING OR INCORRECT TAXPAYER IDENTIFICATION NUMBERS
WILL BE SUBJECT TO BACKUP WITHHOLDING AT A 31% RATE, OR THE THEN APPLICABLE
RATE, ON DISTRIBUTIONS AND OTHER PAYMENTS, BACKUP WITHHOLDING IS NOT AN
ADDITIONAL TAX: THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL
BE REDUCED BY THE AMOUNT OF TAX WITHHELD.
The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholding.
Agreed to and Approved by Lending Agent
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Executive Vice President
Date: 7/20/07
Agreed to and Approved by the Clients:
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUND I,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP INCOME FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of its Funds identified on Schedule 1
28
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its Funds identified on Schedule 1
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf of its Funds identified on Schedule 1
DELAWARE POOLED TRUST,
on behalf of its Funds identified on Schedule 1
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Funds identified on Schedule 1
DELAWARE VIP TRUST,
on behalf of its Funds identified on Schedule 1
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL
DIVIDEND AND INCOME FUND, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Chief Financial Officer
Date: 7/20/07
29
