AMENDMENT NO. 2 TO SECURITIES LENDING AUTHORIZATION AGREEMENT
EX-99.g.2.ii
AMENDMENT NO. 2 TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
This AMENDMENT TO SECURITIES LENDING
AUTHORIZATION AGREEMENT is made and effective as of the 1st day of January, 2010
(the “Effective Date”), 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 THE BANK OF NEW YORK MELLON,
successor by operation of law to Mellon Bank, N.A (the "Lending
Agent").
WHEREAS, the Client and Mellon Bank,
N.A., have entered into a certain Securities Lending Authorization Agreement
dated as of July 20, 2007 with respect to certain lendable securities held by
each Fund (as amended, modified or supplemented from time to time, the
“Agreement”); and
WHEREAS, The Bank of New York Mellon
has succeeded by operation of law to all right, title and interest of Mellon
Bank, N.A., in, to and under the Agreement; and
WHEREAS,
the Client and the Lending Agent desire to amend the Agreement in certain
respects as hereinafter provided:
NOW, THEREFORE, the parties hereto, each
intending to be legally bound, do hereby agree as follows:
1. From
and after the Effective Date, the Agreement is hereby amended by deleting
Exhibit C therefrom in its entirety and substituting in lieu thereof a new
Exhibit C identical to that which is attached hereto as Attachment
1.
2. Except
as expressly amended hereby, all of the provisions of the Agreement shall
continue in full force and effect; and are hereby ratified and confirmed in all
respects. Upon the effectiveness of this Amendment, all references in
the Agreement to “this Agreement” (and all
indirect
references such as “herein”, “hereby”, “hereunder” and “hereof”) shall be deemed
to refer to the Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date set forth above.
THE
BANK OF NEW YORK MELLON
By: /s/
Xxxxx X. Xxxxxx
Title: XXXXX
X. XXXXXX
Executive Vice President
BYN Mellon Global Securities
Lending
DELAWARE
GROUP ADVISER FUNDS, on behalf of its Funds identified on Schedule
1
DELAWARE
GROUP EQUITY FUNDS 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 FOUNDATION FUNDS, 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.
DELAWARE
INVESTMENTS ENHANCED GLOBAL DIVIDEND AND INCOME FUND
By: /s/
Xxxxxxx Xxxxx
Title: Chief
Financial Officer
ATTACHMENT
1
to
AMENDMENT
TO SECURITIES LENDING AUTHORIZATION AGREEMENT
which
Amendment is made and effective as of January 1, 2010, by and between THE BANK OF NEW YORK MELLON,
successor by operation of law to Mellon Bank, (the “Lending Agent”) and the
Clients on behalf of their respective Funds.
EXHIBIT
C
to
dated July
20, 2007
by and
between
THE BANK OF NEW YORK
MELLON, as
Lending Agent, and the Clients on behalf of their respective Funds. (as amended
from time to time, the “Agreement”)
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 THE BANK OF NEW YORK
MELLON, successor by operation of law to MELLON BANK, N.A., as Lending Agent,
and the Clients on behalf of their respective Funds. The Lending
Agent shall retain 15% 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 income and earnings from the investment
and reinvestment of the Fund’s cash Collateral minus rebate and similar fees
paid by the Lending Agent to the Borrower.
THE BANK
OF NEW YORK MELLON, successor by operation of law to 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.
