SC TO-I

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2008  

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
(Name of Subject Company)

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
(Name of Filing Person (Issuer))

SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

	245915103
(CUSIP Number of Class of Securities)

David F. Connor, Esq., Secretary
Delaware Investments Dividend and Income Fund, Inc.
2005 Market Street
Philadelphia, Pennsylvania 19103
800-523-1918
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)

	CALCULATION OF FILING FEE
TRANSACTION VALUATION $5,506,548 (a)       AMOUNT OF FILING FEE: $1102 (b)

(a) Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value was calculated by multiplying 522,939 shares of Common Stock of Delaware Investments Dividend and Income Fund, Inc. by $10.53, the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on May 23, 2008.

(b) Calculated as 1/50 of 1% of the Transaction Valuation.

/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:  ____________________________________________________
Form or Registration No.: ____________________________________________________
Filing Party: ______________________________________________________________
Date Filed: _______________________________________________________________

/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

/ / third-party tender offer subject to Rule 14d-1.

/X/ issuer tender offer subject to Rule 13e-4.

/ / going-private transaction subject to Rule 13e-3.

/ / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: / /

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EXPLANATORY NOTE

     Copies of the Offer to Purchase, dated May 30, 2008, and the Letter of Transmittal, among other documents, have been filed by Delaware Investments Dividend and Income Fund, Inc., as Exhibits to this Schedule TO, Tender Offer Statement (the “Schedule”), pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless otherwise indicated, all material incorporated herein by reference in response to items or sub-items of this Schedule is incorporated by reference from the corresponding caption in the Offer to Purchase, including the information provided under those captions.

ITEM 1. SUMMARY TERM SHEET.

     Reference is hereby made to the Summary Term Sheet of the Offer to Purchase, which is attached as Exhibit (a)(1)(i) and is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

     (a) The name of the issuer is Delaware Investments Dividend and Income Fund, Inc., a diversified, closed-end management investment company organized as a Maryland corporation (the “Fund”). The principal executive offices of the Fund are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. The telephone number is 1-800-523-1918.

     (b) The title of the subject class of equity securities described in the offer is shares of Common Stock, par value $0.01 per share (the “Shares”). As of May 23, 2008 there were 10,458,774 Shares issued and outstanding.

     (c) The principal market in which the Shares are traded is the New York Stock Exchange. For information on the high, low and closing (as of the close of ordinary trading on the New York Stock Exchange on the last day of each of the Fund’s fiscal quarters) net asset values and market prices of the Shares in such principal market for each quarter during the past two fiscal years (as well as the first fiscal quarter of 2008), see Section 8, “Price Range of Shares” of the Offer to Purchase, which is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

     (a) The name of the filing person is Delaware Investments Dividend and Income Fund, Inc. (previously defined as the “Fund”), a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a Maryland corporation. The principal executive offices of the Fund are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. The telephone number is 1-800-523-1918. The filing person is the subject company. The members of the Board of Directors of the Fund are as follows: Patrick P. Coyne (Chairman), Thomas L. Bennett, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard Zecher. Mr. Coyne is considered an “interested person” of the Fund, as that term is defined in the 1940 Act, because of his affiliation with the investment adviser of the Fund.

     The executive officers of the Fund are Patrick P. Coyne, Chairman, President and Chief Executive Officer and Richard Salus, Senior Vice President and Chief Financial Officer.

2

     Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Delaware Investments Dividend and Income Fund, Inc., 2005 Market Street, Philadelphia, Pennsylvania 19103, Attn: Secretary.

ITEM 4. TERMS OF THE TRANSACTION.

     (a) The Fund’s Board of Directors has determined to commence an offer to purchase up to 5%, or 522,939 Shares of the Fund’s issued and outstanding Common Stock. The offer is for cash at a price equal to the Fund’s net asset value (“NAV”) as of the close of ordinary trading on the New York Stock Exchange on June 30, 2008, or such later date after which the offer is extended, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”).

     A copy of the Offer to Purchase and the Letter of Transmittal is attached hereto as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, each of which is incorporated herein by reference. For more information on the type and amount of consideration offered to shareholders, the scheduled expiration date, extending the Offer and the Fund’s intentions in the event of oversubscription, see Section 1, “Price; Number of Shares; Service Fee” and Section 15, “Extension of Tender Period; Termination; Amendments” of the Offer to Purchase. For information on the dates relating to the withdrawal of tendered Shares, the procedures for tendering Shares and withdrawing Shares tendered, and the manner in which Shares will be accepted for payment, see Section 2, “Procedures for Tendering Shares,” Section 3, “Withdrawal Rights” and Section 4, “Payment for Shares” in the Offer to Purchase. For information on the federal income tax consequences of the Offer, see Section 2, “Procedures for Tendering Shares,” Section 10, “Certain Effects of the Offer” and Section 14, “Certain Federal Income Tax Consequences,” in the Offer to Purchase.

(b) The Fund has been informed that no Directors, officers or affiliates (as the term “affiliate” is defined in Rule 12b-2 under the Exchange Act) of the Fund intend to tender Shares pursuant to the Offer to Purchase and, therefore, the Fund does not intend to purchase Shares from any officer, Director or affiliate of the Fund pursuant to the Offer to Purchase.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     (e) Reference is hereby made to Section 7, “Plans or Proposals of the Fund,” Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” and Section 16, “Fees and Expenses” of the Offer to Purchase, which is incorporated herein by reference. Except as set forth therein, the Fund does not know of any agreement, arrangement or understanding, whether or not legally enforceable, between the Fund (including any of the Fund’s executive officers or Directors, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund) and any other person with respect to any securities of the Fund. The foregoing includes, but is not limited to: the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (a)-(c) Reference is hereby made to Section 6, “Purpose of the Offer,” Section 7, “Plans or Proposals of the Fund,” Section 10, “Certain Effects of the Offer” and Section 11, “Source and Amount of Funds” of the Offer to Purchase, which is incorporated herein by reference. Except as noted herein and therein, the events listed in Item 1006(c) of Regulation M-A are not applicable to the Fund (including any of the Fund’s executive officers or Directors, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund).

3

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a)-(b) Reference is hereby made to Section 11, “Source and Amount of Funds” of the Offer to Purchase, which is incorporated herein by reference.

(d) Not applicable.

     The information requested by Item 1007(a), (b) and (d) of Regulation M-A is not applicable to the Fund’s executive officers and Directors, any person controlling the Fund or any executive officer or director of a corporation or other person ultimately in control of the Fund.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     (a)-(b) Reference is hereby made to Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase, which is incorporated herein by reference. There have not been any transactions in the Shares of the Fund that were effected during the past 60 days by the Fund. In addition, based upon the Fund’s records and upon information provided to the Fund by its Directors, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), to the best of the Fund’s knowledge, there have not been any transactions involving the Shares of the Fund that were effected during the past 60 days by any executive officer or Director of the Fund, any person controlling the Fund, any executive officer or director of any corporation or other person ultimately in control of the Fund or by any associate or subsidiary of any of the foregoing, including any executive officer or director of any such subsidiary.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

     (a) No persons have been employed, retained or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer.

ITEM 10. FINANCIAL STATEMENTS.

Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

     (a)(1) Reference is hereby made to Section 9, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase, which is incorporated herein by reference.

(a)(2)-(5) Not applicable.

     (b) Reference is hereby made to the Offer to Purchase, which is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)(i)	Letter to Shareholders from the President of the Fund and Offer to Purchase.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

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(a)(1)(iv)	Letter to Clients and Client Instruction Form.
(a)(1)(v)	Notice of Guaranteed Delivery.
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Press Release dated May 22, 2008.1
(b)	Not applicable.
(d)(1)	Form of Depositary and Information Agent Agreement between the Fund and Mellon Investor Services LLC.
(d)(2)	Investment Management Agreement with Delaware Management Company dated January 1, 1999.2
(d)(3)	Transfer Agency Agreement with Mellon Investor Services LLC dated December 8, 2000.3
(d)(4)	Fund Accounting and Financial Administration Services Agreement with Mellon Bank, N.A. dated October 1, 2007.
(d)(5)	Fund Accounting and Financial Administration Oversight Agreement with Delaware Service Company, Inc. dated October 1, 2007.
(d)(6)	Mutual Fund Custody and Services Agreement with Mellon Bank, N.A. dated July 20, 2007.
(g)	Not applicable.
(h)	Not applicable.

______________________
¹ Previously filed on Schedule TO via EDGAR on May 22, 2008.
² Incorporated by reference to Exhibit (d)(2) of the Fund’s Issuer Tender Offer Statement on Schedule TO, filed with the SEC on June 3, 2005.
³ Incorporated by reference to Exhibit (d)(3) of the Fund’s Issuer Tender Offer Statement on Schedule TO, filed with the SEC on June 3, 2005.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

 
Patrick P. Coyne
Chairman, Director, President and Chief Executive Officer

May 30, 2008

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EXHIBIT INDEX

EXHIBIT	DESCRIPTION
(a)(1)(i)	Letter to Shareholders from the President of the Fund and Offer to Purchase.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)	Letter to Clients and Client Instruction Form.
(a)(1)(v)	Notice of Guaranteed Delivery.
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(d)(1)	Form of Depositary and Information Agent Agreement between the Fund and Mellon Investor Services LLC.
(d)(4)	Fund Accounting and Financial Administration Services Agreement with Mellon Bank, N.A.
(d)(5)	Fund Accounting and Financial Administration Oversight Agreement with Delaware Service Company, Inc.
(d)(6)	Mutual Fund Custody and Services Agreement with Mellon Bank, N.A.

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EX-99.A.1.I

Ex-99.a.1.i

Delaware Investments Dividend and Income Fund, Inc.
2005 Market Street
Philadelphia, Pennsylvania 19103

Dear Shareholder:

     On May 22, 2008, the Board of Directors of the Delaware Investments Dividend and Income Fund, Inc. (the “Fund”), approved a tender offer for shares of the Fund’s Common Stock. The Fund is commencing an offer to purchase up to 5% of its issued and outstanding shares upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”). If more than 5% of the Common Stock is tendered and not withdrawn, any purchases will be made on a pro rata basis. The offer is for cash at a price per share equal to the Fund’s net asset value (“NAV”) as of the close of ordinary trading on the New York Stock Exchange on the day after the offer expires (as described below). The Offer is designed to provide shareholders of the Fund the opportunity to redeem shares based on their NAV should they wish to do so.

     In order to participate, the materials described in the Offer must be delivered to Mellon Investor Services LLC by 11:59 p.m. New York City time, June 27, 2008, or such later date to which the Offer is extended (the “Expiration Date”). The pricing time and date for the Offer is currently scheduled to be the close of ordinary trading on the New York Stock Exchange on June 30, 2008. Should the Offer be extended beyond June 27, 2008, the pricing date will be the next business day following the newly designated Expiration Date. The amount to be paid per share will be the NAV of the Common Stock as of the close of ordinary trading on the New York Stock Exchange on the pricing date. Shareholders who choose to participate in the Offer can expect payments for shares tendered and accepted to be mailed within approximately ten business days after the Expiration Date. The Fund will charge a per account fee of $25.00 (“Service Fee”) for each account for which any shares are tendered and accepted to help defray the costs of conducting the Offer. Shareholders whose shares are not held of record in the name of a broker, dealer, commercial bank, trust company or other nominee (“Nominee”) must attach a check or money order for an amount equal to $25.00 with the Letter of Transmittal. Shareholders whose shares are held of record in the name of a Nominee should not include a check for the Service Fee; rather, the Nominee will pay the Service Fee and that firm may bill you separately for that fee. The Service Fee will be returned to you or the Nominee, as appropriate, only if the Fund does not accept any of the shares that you have tendered.

     If, after carefully evaluating all of the information set forth in the Offer to Purchase, you wish to tender shares pursuant to the Offer, please follow the instructions contained in the Offer to Purchase and Letter of Transmittal or, if your shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact that firm to effect the tender for you. Shareholders are urged to consult their own investment and tax advisers and make their own decisions whether to tender any shares and, if so, how many shares to tender.

     As of the close of ordinary trading on the New York Stock Exchange on Friday, May 23, 2008, the Fund’s NAV was $10.53 per share and 10,458,774 shares were issued and outstanding. The Fund’s NAV during the pendency of this Offer may be obtained by contacting Mellon Investor Services LLC, the Fund’s Depositary and Information Agent, toll free at: 1-866-340-1397 (from within the U.S., Canada or Puerto Rico) or collect at 1-201-680-6849 (from outside the U.S.).

     NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. THE FUND AND BOARD URGE EACH SHAREHOLDER TO READ AND EVALUATE THE OFFER AND RELATED MATERIALS CAREFULLY AND MAKE HIS OR HER OWN DECISION. QUESTIONS, REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE OFFER SHOULD BE DIRECTED TO MELLON INVESTOR SERVICES LLC, AT 1-866-340-1397 (FROM WITHIN THE U.S., CANADA OR PUERTO RICO) OR 1-201-680-6849 (FROM OUTSIDE THE U.S.).  

Sincerely,

Patrick P. Coyne 

Chairman, Director, Chief Executive Officer and President 

May 30, 2008

OFFER TO PURCHASE

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

OFFER TO PURCHASE FOR CASH 522,939
OUTSTANDING SHARES OF COMMON STOCK

SUMMARY TERM SHEET

THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION IN THIS OFFER TO PURCHASE. TO UNDERSTAND THE OFFER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE TERMS OF THE OFFER, YOU SHOULD READ CAREFULLY THIS ENTIRE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL. WE HAVE INCLUDED SECTION REFERENCES PARENTHETICALLY TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION IN THE OFFER TO PURCHASE OF THE TOPICS IN THIS SUMMARY.

What and how many securities is Delaware Investments Dividend and Income Fund, Inc. (the “Fund”) offering to purchase? (See Section 1, “Price; Number of Shares; Service Fee”)

     The Fund is offering to purchase up to 5% or 522,939 shares (the “Offer Amount”) of its shares of Common Stock (“Share” or “Shares”). If the number of Shares properly tendered and not withdrawn prior to the date and time the offer expires is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the offer, purchase all Shares tendered. If more Shares than the Offer Amount are properly tendered and not withdrawn prior to the date the offer expires, the Fund will purchase the Offer Amount on a pro rata basis. Shareholders cannot be assured that all of their tendered Shares will be repurchased.

How much and in what form will the Fund pay me for my Shares? (See Section 1, “Price; Number of Shares; Service Fee” and Section 4, “Payment for Shares”)

     The Fund will pay cash for any Shares purchased pursuant to the offer. The purchase price will equal the net asset value (“NAV”) per share, as of the close of ordinary trading on the New York Stock Exchange on June 30, 2008, unless the offer is extended. As of May 23, 2008, the Fund’s NAV was $10.53 per Share. Of course, the NAV can change every business day.

When does the offer expire? Can the Fund extend the offer, and if so, when will the Fund announce the extension? (See Section 1, “Price; Number of Shares; Service Fee” and Section 15, “Extension of Tender Period; Termination; Amendments”)

• The offer expires on Friday, June 27, 2008, at 11:59 p.m., New York City time, unless the Fund extends the offer.
   
• The Fund may extend the offer period at any time. If it does, the Fund will determine the purchase price on the first business day after the new expiration date.
   
• If the offer period is extended, the Fund will make a public announcement of the extension no later than 9:30 a.m. Eastern time on the next business day following the previously scheduled expiration date.

Will I have to pay any fees or commissions? (See Section 1, “Price; Number of Shares; Service Fee,” Section 4, “Payment for Shares” and Section 16, “Fees and Expenses”)

     Yes, a service fee of $25.00 must be paid to the Fund for each account for which any shares are tendered to help defray certain costs, including the processing of tender forms, effecting payment, postage and handling. In the case where none of the Shares you tender are accepted, the Fund will return the Service Fee.

Does the Fund have the financial resources to pay me for my Shares? (See Section 11, “Source and Amount of Funds”)

     Yes. Assuming the Fund purchases 522,939 Shares at the May 23, 2008 NAV of $10.53 per Share, the Fund’s total cost, not including fees and expenses incurred in connection with the offer, will be approximately $5.5 million. The Fund intends to first use cash on hand to pay the purchase price for Shares tendered, and then intends to sell portfolio securities to raise the additional cash needed for the purchase of the Shares. The Fund will not borrow money to finance the purchase of Shares in the offer.

(i)

How do I tender my Shares? (See Section 2, “Procedures for Tendering Shares”)

     If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that firm if you wish to tender your Shares.

All other shareholders wishing to participate in the offer must, prior to the date and time the offer expires, EITHER:

• Complete and execute the Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, and any other documents required by the Letter of Transmittal. You must send these materials along with a $25.00 check or money order made payable to Delaware Investments Dividend and Income Fund, Inc. to Mellon Investor Services LLC (the “Depositary”) at its address set forth on page (vi) of this offer. If you hold certificates for Shares, you must send the certificates to the Depositary at its address set forth on page (vi) of this offer. If your Shares are held in book-entry form, you must comply with the Book-Entry Delivery Procedure set forth in Section 2.C of this offer. In all these cases, the Depositary must receive these materials prior to the date and time the offer expires.
   
  OR
    
• Comply with the Guaranteed Delivery Procedure set forth in Section 2.D of this offer.

     The Fund’s transfer agent holds Shares in uncertificated form for certain shareholders pursuant to the Fund’s dividend reinvestment plan. When a shareholder tenders share certificates, the Depositary will accept any of the shareholder’s uncertificated shares for tender first, and accept the balance of tendered shares from the shareholder’s certificated shares.

Until what time can I withdraw tendered Shares? (See Section 3, “Withdrawal Rights”)

     You may withdraw your tendered Shares at any time before 5:00 p.m. New York City time on the date the offer period expires. In addition, after 11:59 p.m. New York City time on July 28, 2008, if the Fund has not yet accepted tendered shares for payment, you may withdraw your tendered shares.

How do I withdraw tendered Shares? (See Section 3, “Withdrawal Rights”)

If you desire to withdraw tendered Shares, you should either:

• Give proper written notice to the Depositary; or
   
• If your Shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact that firm to withdraw your tendered Shares.

Will there be any tax consequences to tendering my Shares? (See Section 2, “Procedures for Tendering Shares,” Section 10, “Certain Effects of the Offer” and Section 14, “Certain Federal Income Tax Consequences”)

     If your tendered Shares are purchased, it will be a taxable transaction either in the form of a “sale or exchange” or, under certain circumstances, as a “dividend.”

Please consult your tax adviser as to the tax consequences of tendering your Shares in this offer.

What is the purpose of the offer? (See Section 6, “Purpose of the Offer”)

     The purpose of the offer is to fulfill a commitment made in the Fund’s prospectus, dated March 18, 1993, by the Board of Directors of the Fund to conduct a tender offer for Shares of the Fund when, among other things, the Shares trade at an average discount from NAV of more than 3% for a certain period of time during any given year. The offer is intended to attempt to reduce any market discount in the Fund’s Shares. There can be no assurance that the offer will result in the Fund’s Shares trading at a price that approximates or is equal to their NAV.

     The Fund’s Board of Directors intends to review whether this tender offer effectively reduces the Fund’s market discount and the Board may decide to make similar offers as described in the Fund’s prospectus. In addition, if a discount to the Fund’s NAV persists, the Board may consider alternative methods of reducing the discount. Therefore, the Fund cannot assure you that the Fund will make a similar tender offer in the future.

     Please bear in mind that neither the Fund nor its Board has made any recommendation as to whether or not you should tender your Shares. Shareholders are urged to consult their own investment and tax advisers and make their own decisions whether to tender any Shares and, if so, how many Shares to tender.

(ii)

What are the most significant conditions of the offer? (See Section 5, “Certain Conditions of the Offer”)

     It is the Board of Directors’ policy that the Fund cannot accept Shares tendered for payment under any one of the following circumstances that, in the view of the Board of Directors, make it inadvisable to proceed with the offer, purchase or payment. The following is not a complete list of the conditions of the offer. For a complete list of the conditions of the offer, please see Section 5, “Certain Conditions of the Offer.”

• The Fund would be unable to sell portfolio securities in an orderly manner and the sale would have an adverse effect on the NAV of the Fund to the detriment of those shareholders who do not tender their Shares.
   
• The offer could impair compliance with U.S. Securities and Exchange Commission or Internal Revenue Service requirements.
   
• Trading generally or prices on the New York Stock Exchange or NASDAQ are suspended or limited.
   
• The purchase of Shares in the offer would result in the delisting of the Shares on the New York Stock Exchange.
   
• In the Board of Directors’ judgment, there is any material legal action or proceeding instituted or threatened, challenging the offer or otherwise materially adversely affecting the Fund.
   
• Certain circumstances beyond the Fund’s control, including limitations imposed by federal or state authorities on the extension of credit by lenders or where banks have suspended payment.
   
• Circumstances where, in the Board of Directors’ judgment, the Fund or its shareholders may be adversely affected if Shares were purchased in the offer.
   
• The Board of Directors determines that the purchase of Shares would be a breach of their fiduciary duty.

If I decide not to tender, how will the offer affect my Shares? (See Section 10, “Certain Effects of the Offer” and Section 16, “Fees and Expenses”)

     If you do not tender your Shares (or if you own Shares following completion of the offer) you will be subject to any increased risks associated with the reduction in the Fund’s total assets due to the payment for the tendered Shares. These risks may include greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of the Fund as a result of the offer may result in less investment flexibility for the Fund, depending on the number of Shares repurchased, and may have an adverse effect on the Fund’s investment performance.

Whom do I contact if I have questions about the tender offer?

     For additional information or assistance, you may contact the Depositary toll-free at 1-866-340-1397 (from within the U.S., Canada or Puerto Rico) or collect at 1-201-680-6849 (from outside the U.S.) between the hours of 9:00 a.m. and 6:00 p.m. Eastern time, Monday through Friday, except holidays.

(iii)

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
OFFER TO PURCHASE FOR CASH 522,939
OF ITS ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK AT NET ASSET VALUE PER SHARE
________________________________________________

THE OFFER PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME
ON JUNE 27, 2008, UNLESS THE OFFER IS EXTENDED.
________________________________________________

To the holders of Common Stock of DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.:

     Delaware Investments Dividend and Income Fund, Inc., a diversified, closed-end management investment company organized as a Maryland corporation (the “Fund”), is offering to purchase up to 5%, or 522,939 shares of its Common Stock (“Offer Amount”), with par value of $0.01 per share (“Shares”), for cash at a price (the “Purchase Price”) equal to their net asset value (“NAV”) as of the close of ordinary trading on the New York Stock Exchange on June 30, 2008, or if the offer is extended, on the next business day after the offer expires. The offer period and withdrawal rights will expire at 11:59 p.m. New York City time on June 27, 2008 (the “Initial Expiration Date”), unless extended (the Initial Expiration Date or the latest date to which the Offer is extended, the “Expiration Date”), upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”). The Shares are currently traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “DDF.” The NAV on May 23, 2008 was $10.53 per Common Share. Through the Expiration Date, you can obtain current NAV quotations from Mellon Investor Services LLC (“Depositary”) by calling 1-866-340-1397 (from within the U.S., Canada or Puerto Rico) or 1-201-680-6849 (from outside the U.S.) between the hours of 9:00 a.m. and 6:00 p.m. Eastern time, Monday through Friday, except holidays. Also, see Section 8, “Price Range of Shares.”

     The Offer is not conditioned upon the tender of any minimum number of Shares. If the number of Shares properly tendered and not withdrawn prior to the Expiration Date is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Shares tendered. If more Shares than the Offer Amount are properly tendered and not withdrawn prior to the Expiration Date, the Fund will, upon the terms and subject to the conditions of the Offer, purchase the Offer Amount on a pro rata basis. See Section 1, “Price; Number of Shares; Service Fee.”

     A $25.00 service fee (“Service Fee”) will be charged to each account tendering Shares in order to help defray certain costs of the tender, including the processing of tender forms, effecting payment, postage and handling. When tendering Shares on behalf of their clients, brokers, dealers, commercial banks, trust companies or other nominees will be required to pay the Service Fee for Shares tendered by such firm on behalf of each of their client accounts. The Service Fee will not be deducted from the purchase price. The fee will be used as an offset to the foregoing costs.

     If, after carefully evaluating all of the information set forth in the Offer, you wish to tender Shares pursuant to the Offer, please either follow the instructions contained in the Offer and Letter of Transmittal or, if your Shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such firm to effect the tender for you. If you do not wish to tender your Shares, you need not take any action.

(v)

THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS
OF THE FUND AND IS NOT CONDITIONED UPON ANY
MINIMUM NUMBER OF SHARES BEING TENDERED.

THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS.
SEE SECTION 5, “CERTAIN CONDITIONS OF THE OFFER.”

IMPORTANT

Neither the Fund nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering any or all of such shareholder’s Shares. Shareholders are urged to evaluate carefully all information in the offer, consult their own investment and tax advisers and make their own decisions whether to tender Shares and, if so, how many Shares to tender.

No person has been authorized to make any recommendation on behalf of the Fund as to whether shareholders should tender Shares pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in the Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied upon as having been authorized by the Fund. The Fund has been advised that no Director or executive officer of the Fund intends to tender any Shares pursuant to the Offer.

     Questions and requests for assistance and requests for additional copies of this Offer to Purchase and Letter of Transmittal should be directed to the Depositary and Information Agent at the telephone number set forth below.

Mellon Investor Services LLC
From within the U.S., Canada or Puerto Rico
1-866-340-1397 (toll free)
From outside the U.S
1-201-680-6849 (collect)

By Facsimile Transmission:
Mellon Investor Services LLC
Attn: Reorganization Dept.
1-201-680-4626

Confirm Receipt by Telephone:
1-201-680-4860

	By Registered Certified
	or Express Mail
By First Class Mail:	or Overnight Courier:	ByHand:
Mellon Investor Services LLC	Mellon Investor Services LLC	Mellon Investor Services LLC
Attn: Corporate Action Dept., 27th Floor	Newport Office Center VII	Newport Office Center VII
P.O. Box 3301	480 Washington Boulevard	480 Washington Boulevard
South Hackensack, NJ 07606	Mail Drop – Reorg	Mail Drop - Reorg
	Attn: Reorganization Dept., 27th Floor	Attn: Reorganization Dept., 27th Floor
	Jersey City, NJ 07310	Jersey City, NJ 07310

May 30, 2008

(vii)

TABLE OF CONTENTS
SECTION			PAGE
		Summary Term Sheet	(i)
	1.	Price; Number of Shares; Service Fee	1
	2.	Procedures for Tendering Shares	2
	3.	Withdrawal Rights	5
	4.	Payment for Shares	5
	5.	Certain Conditions of the Offer	6
	6.	Purpose of the Offer	7
	7.	Plans or Proposals of the Fund	7
	8.	Price Range of Shares	7
	9.	Interest of Directors and Executive Officers;
		Transactions and Arrangements Concerning the Shares	8
	10.	Certain Effects of the Offer	9
	11.	Source and Amount of Funds	10
	12.	Certain Information about the Fund	10
	13.	Additional Information	11
	14.	Certain Federal Income Tax Consequences	11
	15.	Extension of Tender Period; Termination; Amendments	13
	16.	Fees and Expenses	14
	17.	Miscellaneous	14

1. PRICE; NUMBER OF SHARES; SERVICE FEE.

     The Fund will, upon the terms and subject to the conditions of the Offer, accept for payment (and thereby purchase) up to the Offer Amount or such lesser number of its issued and outstanding Shares which are properly tendered (and not withdrawn in accordance with Section 3, “Withdrawal Rights”) prior to the Initial Expiration Date. The Fund reserves the right to extend the Offer to a later Expiration Date. See Section 15, “Extension of Tender Period; Termination; Amendments.” The later of the Initial Expiration Date or the latest time and date to which the Offer is extended is hereinafter called the “Expiration Date.” The purchase price of the Shares will be their NAV computed as of the close of ordinary trading on the New York Stock Exchange on June 30, 2008, or if the Offer period is extended, the next business day following the newly designated Expiration Date. The NAV on May 23, 2008 was $10.53 per Share. You can obtain current NAV quotations from the Depositary by calling 1-866-340-1397 (from within the U.S., Canada or Puerto Rico) or 1-201-680-6849 (from outside the U.S.) during normal business hours. Shareholders tendering Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid on Shares tendered pursuant to the Offer. See Section 8, “Price Range of Shares.” The Fund will not pay interest on the purchase price under any circumstances.

     The Offer is being made to all shareholders of the Fund and is not conditioned upon any minimum number of Shares being tendered. If the number of Shares properly tendered and not withdrawn prior to the Expiration Date is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Shares so tendered. If more Shares than the Offer Amount are properly tendered and not withdrawn prior to the Expiration Date, the Fund will purchase the Offer Amount on a pro rata basis.

     Shareholders will pay to the Fund a $25.00 Service Fee for each account for which any Shares are being tendered pursuant to the Offer to help defray certain costs of the tender, including the processing of tender forms, effecting payment, postage and handling. Brokers, dealers, commercial banks, trust companies or other nominees (“Nominee Holder” or “Nominee Holders”) will be required to pay the Service Fee in an amount equal to $25.00 multiplied by the number of such Nominee Holder’s client accounts tendering shares pursuant to the Offer. Shareholders tendering through a Nominee Holder should consider that Nominee Holders may charge the Service Fee to the account of tendering shareholders, at such Nominee Holder’s discretion. The Fund expects that the cost to the Fund of effecting this tender offer will exceed the aggregate of all Service Fees received from those who tender their Shares. Such excess costs associated with the tender will be charged against the capital of the Fund.

     The Service Fee will not be deducted from the proceeds of the purchase. Each shareholder (who does not tender Shares through a Nominee Holder) must pay the amount of the Service Fee by submitting with the Letter of Transmittal a check or money order made payable to Delaware Investments Dividend and Income Fund, Inc. for $25.00 for each Fund account. Each Nominee Holder must pay the amount of the Service Fee by submitting with the Letter of Transmittal a check or money order made payable to Delaware Investments Dividend and Income Fund, Inc. in an amount equal to $25.00 multiplied by the number of client accounts represented by such Nominee Holder’s Letter of Transmittal. The Service Fee will be returned to a shareholder or Nominee Holder only in circumstances where none of the Shares tendered are accepted. Tendering shareholders will not be obligated to pay transfer taxes on the purchase of Shares by the Fund, except in the circumstances set forth in Section 4, “Payment for Shares.”

     On May 23, 2008, there were approximately 10,458,774 Shares issued and outstanding and there were approximately 350 holders of record of Shares. The Fund has been advised that no Directors, officers or associates (as such term is used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) of the Fund intend to tender any Shares pursuant to the Offer.

     The Fund reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. See Section 15, “Extension of Tender Period; Termination; Amendments.” There can be no assurance, however, that the Fund will exercise its right to extend the Offer. If the Fund decides, in its sole discretion, to decrease the number of Shares being sought and, at the time that notice of such decrease is first published, sent or given to holders of Shares in the manner specified below, the Offer is scheduled to expire at any time earlier than the tenth business day from the date that such notice is first so published, sent or given, the Offer will be extended at least until the end of such ten business day period. During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering shareholder to withdraw his or her Shares.

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2. PROCEDURES FOR TENDERING SHARES.

A. Proper Tender of Shares.

     Shareholders having Shares that are registered in the name of a Nominee Holder, such as a broker, dealer, commercial bank, trust company or other nominee, should contact such firm if they desire to tender their Shares.

     For Shares to be properly tendered pursuant to the Offer, the following must occur prior to 11:59 p.m. New York City time on the Expiration Date:

(a)	A properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, (or an Agent’s Message in the case of a book-entry transfer, all as described in Section 2.C.), payment of the Service Fee and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at its address set forth on page (vi) of this Offer; and
(b)	Either the certificates for Shares must be transmitted to and received by the Depositary at its address set forth on page (vi) of this Offer, or the tendering shareholder must comply with the Book-Entry Delivery Procedure set forth in Section 2.C; or
(c)	Shareholders must comply with the Guaranteed Delivery Procedure set forth in Section 2.D.

     If the Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

     Letters of Transmittal and certificates representing Shares should be sent to the Depositary; they should not be sent or delivered to the Fund.

     The Fund’s transfer agent holds Shares in uncertificated form for certain shareholders pursuant to the Fund’s dividend reinvestment plan. When a shareholder tenders certificated Shares, the Depositary will accept any of the shareholder’s uncertificated Shares for tender first, and accept the balance of tendered Shares from the shareholder’s certificated Shares.

     Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, to tender Shares in a partial tender offer for such person’s own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a net long position equal to or greater than the amount tendered in (i) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the person making the Offer within the period specified in the Offer, or (ii) an equivalent security and, upon acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

     The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder’s representation that (i) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act and (ii) the tender of such Shares complies with Rule 14e-4.

     By submitting the Letter of Transmittal subject to, and effective upon, acceptance for payment of the Shares tendered in accordance with the terms and subject to the conditions of the Offer, in consideration of the acceptance for payment of such shares in accordance with the terms of the Offer, the tendering shareholders shall be deemed to sell, assign and transfer to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date) and irrevocably constitute and appoint the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any such dividends, distributions, other Shares or securities or rights), with full power of substitution (such power of attorney being deemed

2

to be an irrevocable power coupled with an interest) to (a) deliver certificates for such Shares (and any such other dividends, distributions, other Shares or securities or rights) or transfer ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the agent of the tendering shareholder, of the purchase price, (b) present such Shares (and any such other dividends, distributions, other Shares or securities or rights) for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering shareholder with respect to such Shares (and any such dividends, distributions, other shares or securities or rights) will, without further action, be revoked and no subsequent powers of attorney may be given by the tendering Shareholder (and, if given, will not be effective.)

     By submitting the Letter of Transmittal, and in accordance with the terms and conditions of the Offer, the tendering shareholder also shall be deemed to represent and warrant that: (a) the tendering shareholder has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the tendering shareholder will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all dividends, distributions, other Shares or securities or rights declared or issuable in respect of such Shares after the Expiration Date); and (d) the tendering shareholder has read and agreed to all of the terms of the Offer, including this Offer to Purchase and the Letter of Transmittal.

B. Signature Guarantees and Method of Delivery.

     Signatures on the Letter of Transmittal are required to be guaranteed if stock certificates for Fund Shares and/or a check for cash is to be issued in a name other than the registered owner of such Shares. In those instances, all signatures on the Letter of Transmittal must be guaranteed by an eligible guarantor acceptable to the Depositary (an “Eligible Guarantor”). An eligible guarantor includes a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the securities transfer medallion program, or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act. Shareholders should contact the Depositary for a determination as to whether a particular institution is such an Eligible Guarantor. If Shares are tendered for the account of an institution that qualifies as an Eligible Guarantor, signatures on the Letter of Transmittal are not required to be guaranteed. If the Letter of Transmittal is signed by a person or persons authorized to sign on behalf of the registered owner(s), then the Letter of Transmittal must be accompanied by documents evidencing such authority to sign to the satisfaction of the Fund.

     THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE PARTY TENDERING SHARES. IF DOCUMENTS ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED.

C. Book-Entry Delivery Procedure.

     The Depositary will establish accounts with respect to the Shares at the Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer by June 3, 2008. Any financial institution that is a participant in any of the Book-Entry Transfer Facility’s systems may make delivery of tendered Shares by (i) causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with such Book-Entry Transfer Facility’s procedure for such transfer; and (ii) causing a confirmation of receipt of such delivery to be received by the Depositary. The Book-Entry Transfer Facility may charge the account of such financial institution for tendering Shares on behalf of shareholders. Notwithstanding that delivery of Shares may be properly effected in accordance with this Book-Entry Delivery Procedure, the following must be transmitted to and received by the Depositary at the appropriate address set forth on page (vi) of this Offer to Purchase before 5:00 p.m. New York City time on the Expiration Date:

(i) The Letter of Transmittal (or manually signed facsimile thereof), with signature guarantee, if required, or, in lieu of the Letter of Transmittal, an Agent’s Message (as defined below) in connection with a book-entry transfer; and

3

(ii) Payment of the Service Fee and all other documents required by the Letter of Transmittal.

     The term “Agent’s Message” means a message from the Book-Entry Transfer Facility transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer (a “Book-Entry Confirmation”), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the Book-Entry Transfer Facility participant tendering the Shares that are the subject of the Book-Entry Confirmation that (i) the Book-Entry Transfer Facility participant has received and agrees to be bound by the terms of the Letter of Transmittal; and (ii) the Fund may enforce such agreement against the Book-Entry Transfer Facility participant.

     DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY’S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY FOR PURPOSES OF THIS OFFER.

D. Guaranteed Delivery Procedure.

     If your certificates for Shares are not immediately available or time will not permit the Letter of Transmittal and other required documents to reach the Depositary prior to the Expiration Date, you may properly tender Shares if the following three conditions are met:

(i)	You make such tenders by or through an Eligible Guarantor;
(ii)	The Depositary receives, prior to 5:00 p.m. New York City time on the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund (delivered by hand, mail, telegram, telex or facsimile transmission); and
(iii)	The certificates for all tendered Shares, or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), payment of the Service Fee and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange (“NYSE”) trading days after the execution date of the Notice of Guaranteed Delivery.

E. Determination of Validity.

     All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, whose determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which may, in the opinion of the Fund’s counsel, be unlawful. Failure to include payment of the Service Fee with the Letter of Transmittal, or failure of a personal check in payment of the Service Fee to clear, will be deemed to be an incomplete tender and will be rejected. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular shareholder, and the Fund’s interpretations of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such times as the Fund shall determine. Tendered Shares will not be accepted for payment unless the defects or irregularities have been cured within such time or waived. Neither the Fund, the Depositary nor any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.

F. Federal Income Tax Withholding.

     To prevent backup federal income tax withholding equal to 28% of the gross payments made pursuant to the Offer, each shareholder must notify the Depositary of such shareholder’s correct taxpayer identification number (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing the Substitute Form W-9 included in the Letter of Transmittal. Non-U.S. shareholders who are individuals and who have not previously submitted a Form W-8 to the Fund must do so in order to avoid backup withholding.

     For an additional discussion of backup federal income tax withholding as well as a discussion of certain other federal income tax consequences to tendering shareholders, see Section 14, “Certain Federal Income Tax Consequences.”

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3. WITHDRAWAL RIGHTS.

     Except as otherwise provided in this Section 3, tenders of Shares made pursuant to the Offer will be irrevocable. If you desire to withdraw Shares tendered on your behalf by a broker, dealer, commercial bank, trust company or other nominee, you may withdraw by contacting that firm and instructing them to withdraw such Shares. You have the right to withdraw Shares tendered at any time prior to 5:00 p.m. New York City time on the Expiration Date. In addition, after 11:59 p.m. New York City time, on July 28, 2008, if the Fund has not yet accepted tendered Shares for payment, you may withdraw your tendered Shares. Upon terms and subject to the conditions of the Offer, the Fund expects to accept for payment properly tendered Shares promptly after the Expiration Date.

     To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address set forth on page (vi) of this Offer. Any notice of withdrawal must specify the name of the person who deposited the Shares to be withdrawn, the number of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered.

     If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must also be furnished to the Depositary and the signature on the notice of withdrawal must be guaranteed by an Eligible Guarantor. If Shares have been delivered pursuant to the Book-Entry Delivery Procedure set forth in Section 2, “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares (which must be the same name, number, and Book-Entry Transfer Facility from which the Shares were tendered), and must comply with the procedures of that Book-Entry Transfer Facility.

     All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, whose determination shall be final and binding. Neither the Fund, the Depositary nor any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following the procedures described in Section 2, “Procedures for Tendering Shares,” prior to 11:59 p.m. New York City time on the Expiration Date.

4. PAYMENT FOR SHARES.

     For purposes of the Offer, the Fund will be deemed to have accepted for payment (and thereby purchased) Shares that are tendered and not withdrawn when, as and if, it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will, promptly after the Expiration Date, accept for payment (and thereby purchase) Shares properly tendered prior to 11:59 p.m. New York City time on the Expiration Date.

     Payment for Shares accepted for payment pursuant to the Offer will be made by the Depositary out of funds made available to it by the Fund. The Depositary will act as agent for the Fund for the purpose of effecting payment to the tendering shareholders. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares, (ii) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal, (iii) any other documents required by the Letter of Transmittal, and (iv) payment of the Service Fee. Accordingly, payment may not be made to all tendering shareholders at the same time and will depend upon when Share certificates are received by the Depositary or Book-Entry Confirmations of tendered Shares are received in the Depositary’s account at the Book-Entry Transfer Facility or the clearance of payment of the Service Fee.

     If any tendered Shares are not accepted for payment pursuant to the terms and subject to the conditions of the Offer for any reason, or are not paid because of an invalid tender, or if certificates are submitted for more Shares than are tendered or if a shareholder withdraws tendered shares by a valid notice of withdrawal (i) new certificates for such unpurchased Shares will be issued and sent, without expense, to the tendering shareholder, as soon as practicable following expiration, termination or withdrawal of the Offer, (ii) Shares delivered pursuant to the Book-Entry Delivery Procedures will be credited to the appropriate account maintained within the appropriate Book-Entry Transfer Facility, and (iii) uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan will be returned to the dividend reinvestment plan account maintained by the transfer agent. The Service Fee for a particular client account will be returned to the tendering shareholder or Nominee Holder only in the case where none of the Shares tendered have been accepted for payment.

5

     The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of any person other than the registered holder, or if tendered certificates, if any, are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. Shareholders tendering Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid, on Shares tendered pursuant to the Offer. The Fund will not pay any interest on the purchase price under any circumstances. In addition, if certain events occur, the Fund may not be obligated to purchase Shares pursuant to the Offer. See Section 5, “Certain Conditions of the Offer.”

     Any tendering shareholder or other payee who fails to complete fully and sign the Substitute Form W-9 in the Letter of Transmittal may be subject to required federal income tax withholding of 28% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. Non-U.S. shareholders should provide the Depositary with a completed Form W-8 in order to avoid 28% backup withholding. A copy of Form W-8 will be provided upon request from the Depositary. See Section 2, “Procedures for Tendering Shares” and Section 14, “Certain Federal Income Tax Consequences.”

5. CERTAIN CONDITIONS OF THE OFFER.

     Notwithstanding any other provision of the Offer, it is the announced policy of the Board of Directors of the Fund, which may be changed by the Directors, that the Fund cannot accept tenders or effect repurchases if: (1) such transactions, if consummated, would (a) result in delisting of the Fund’s Shares from the NYSE (the NYSE Listed Company Manual provides that the NYSE would promptly initiate suspension and delisting procedures with respect to closed-end funds if the average market capitalization of the entity over thirty consecutive trading days is below $15,000,000); (b) impair the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”) (which would make the Fund subject to U.S. federal income taxes on all of its income and gains in addition to the taxation of shareholders who receive distributions from the Fund); or (c) result in a failure to comply with the applicable asset coverage requirements in the event any senior securities are issued and outstanding; (2) the amount of Shares tendered would require liquidation of such a substantial portion of the Fund’s securities that the Fund would not be able to liquidate portfolio securities in an orderly manner in light of the existing market conditions and such liquidation would have an adverse effect on the NAV of the Fund to the detriment of non-tendering shareholders; (3) there is any (a) in the Board of Directors’ judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund; (b) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) National Market System; (c) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State; (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; (e) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States; or (f) in the Board of Directors’ judgment, other event or condition which would have a material adverse effect on the Fund or its shareholders if tendered Shares were purchased; or (4) the Board of Directors determines that effecting any such transaction would constitute a breach of their fiduciary duty owed to the Fund or its shareholders. The Directors may modify these conditions in light of experience.

     The Fund reserves the right, at any time during the pendency of the Offer, to terminate, extend or amend the Offer in any respect. If the Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided in Section 15, “Extension of Tender Period; Termination; Amendments.” Moreover, in the event any of the foregoing conditions are modified or waived in whole or in part at any time, the Fund will promptly make a public announcement of such waiver and may, depending on the materiality of the modification or waiver, extend the Offer period as provided in Section 15, “Extension of Tender Period; Termination; Amendments.”

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6. PURPOSE OF THE OFFER.

     At the Fund’s inception, the Board of Directors recognized the possibility that the Fund’s Shares might trade at a discount to the NAV and determined that it would be in the best interests of shareholders to take action to attempt to reduce or eliminate that discount. As stated in the Fund’s Prospectus, dated March 18, 1993 (the “Prospectus”), the Board determined that tender offers for Shares of the Fund might help reduce any market discount that may develop, and committed to the Fund, subject to exceptions detailed in the Prospectus, to conduct an annual tender offer of the Fund’s issued and outstanding Shares if, during the period of twelve calendar weeks prior to a date in the second quarter designated by the Board, Shares have traded on the principal securities exchanges where listed, at an average discount from NAV of more than 3%, as of the last trading day in each week during such twelve-week period. Those conditions have been met and the Board has determined to effect this Offer under Rule 13e-4 of the Exchange Act.

     Any Shares acquired by the Fund pursuant to the Offer will thereafter constitute authorized but unissued shares.

     There can be no assurance that this Offer will reduce or eliminate any spread between market price and the NAV of the Shares. The market price of the Shares will, among other things, be determined by the relative demand for and supply of Shares in the market, the Fund’s investment performance, the Fund’s dividends and yields and investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives. Nevertheless, the fact that the Offer is being conducted may result in more of a reduction in the spread between market price and NAV than might otherwise be the case. Consistent with their fiduciary obligations, in addition to the Offer, the Board of Directors will continue to explore alternative means to reduce or eliminate the Fund’s market value discount from NAV. Therefore, the Fund cannot assure you that it will make a similar tender offer in the future.

     NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER’S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.

7. PLANS OR PROPOSALS OF THE FUND.

     Except to the extent described herein, the Fund has no present plans or proposals, and is not engaged in any negotiations, that relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary course of business); any material changes in the Fund’s present capitalization (except as resulting from the Offer or otherwise set forth herein); or any other material changes in the Fund’s structure or business.

8. PRICE RANGE OF SHARES.

     The Shares are traded on the NYSE. During each fiscal quarter of the Fund during the past two fiscal years (as well as the first fiscal quarter of 2008), the high and low NAV, and Market Price per Share, as well as the Closing NAV and Market Price per Share (as of the close of ordinary trading on the NYSE on the last day of each of the Fund’s fiscal quarters) were as follows:

Fiscal Quarter Ended	NAV($)			Market Price($)
	High	Low	Close	High	Low	Close
February 28, 2006	12.96	12.53	12.90	12.75	11.21	12.45
May 31, 2006	13.21	12.73	12.76	12.98	11.80	12.16
August 31, 2006	13.28	12.48	13.28	12.64	11.81	12.62
November 30, 2006	14.20	13.25	14.20	13.57	12.26	13.46
February 28, 2007	14.72	14.00	14.26	14.33	12.96	14.05
May 31, 2007	14.83	13.97	14.83	14.49	13.20	14.13
August 31, 2007	14.89	12.89	13.30	14.24	10.05	12.11
November 30, 2007	14.02	11.49	11.85	12.64	10.16	10.66
February 29, 2008	12.03	10.34	10.37	11.39	9.07	9.65

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     The Fund has a managed distribution policy. Under the policy, the Fund declares and pays monthly distributions and is managed with a goal of generating as much of the distribution as possible from ordinary income (net investment income and short-term capital gains). The balance of the distribution then comes from long-term capital gains and, if necessary, a return of capital. The current annualized rate is $0.96 per share. The Fund continues to evaluate its monthly distributions in light of ongoing economic and market conditions and may change the amount of the monthly distribution in the future. However, the Offer could result in additional distributions separate from those declared pursuant to the managed distribution policy due to the sale of portfolio securities in connection with the Offer. See “Recognition of Capital Gains” in Section 10, “Certain Effects of the Offer.”

     Shareholders tendering Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid, on Shares tendered pursuant to the Offer. At this time, it is anticipated that a cash dividend will be declared by the Board of Directors with a record date occurring before the Expiration Date and that, accordingly, holders of Shares purchased pursuant to the Offer will receive such dividend with respect to such Shares. The amount and frequency of dividends in the future will depend on circumstances existing at that time.

9.  INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES.

     The members of the Board of Directors of the Fund are: Patrick P. Coyne (Chairman), Thomas L. Bennett, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard Zecher. Mr. Coyne is considered an “interested person” of the Fund, as that term is defined in the 1940 Act, as amended (the “1940 Act”), because of his affiliation with the investment adviser of the Fund.

     The executive officers of the Fund are Patrick P. Coyne, Chairman, President and Chief Executive Officer and Richard Salus, Senior Vice President and Chief Financial Officer.

     Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Delaware Investments Dividend and Income Fund, Inc., 2005 Market Street, Philadelphia, Pennsylvania 19103, Attn: Secretary.

     Based upon the Fund’s records and upon information provided to the Fund by its Directors, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), as of May 23, 2008, the Directors, executive officers and their associates (as that term is defined in Rule 12b-2 under the Exchange Act) of the Fund as a group beneficially owned no Shares. The Fund has been informed that no Director or executive officer of the Fund intends to tender any Shares pursuant to the Offer.

     Based upon the Fund’s records and upon information provided to the Fund by its Directors, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), neither the Fund nor, to the best of the Fund’s knowledge, any of the Directors or executive officers of the Fund, nor any associates (as such term is used in Rule 12b-2 under the Exchange Act) of any of the foregoing, has effected any transactions in the Shares during the sixty business day period prior to the date hereof.

     Except as set forth in this Offer to Purchase, neither the Fund nor, to the best of the Fund’s knowledge, any of its affiliates, Directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Fund (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations).

     Delaware Management Company (a series of Delaware Management Business Trust) (the “Adviser”) serves as investment adviser to the Fund pursuant to an investment management agreement. Under the investment management agreement, the Adviser provides investment advisory services to the Fund for an annual fee calculated daily at the rate of 0.55% of the Fund’s adjusted average weekly net assets.

     The Fund also is a party to certain other service agreements. The Fund is a party to an Administration and Accounting Agreement with Mellon Bank, N.A. (“Mellon Bank”) under which the Mellon Bank provides fund accounting and financial administration services to the Fund. For these services, the Fund pays Mellon Bank an asset-based fee, subject to certain fee minimums, plus certain out-of-pocket expenses and transactional charges. Delaware Service Company, Inc. (“DSC”), an affiliate of the Adviser, provides fund accounting and financial administration oversight services to the Fund. For these services, the Fund pays DSC an asset-based fee, plus

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certain-of-pocket expenses and transactional charges. Mellon Bank also serves as custodian for the Fund’s portfolio securities pursuant to the Custodian Agreement entered into with the Fund. Under the Custodian Agreement, the Fund is obligated to pay Mellon Bank an asset-based fee, plus certain out-of-pocket expenses. The Fund is a party to a transfer agency agreement with Mellon Investor Services LLC. Pursuant to this transfer agency agreement, the Fund is obligated to pay Mellon Investor Services LLC a monthly fee plus out-of-pocket expenses for the services it provides as transfer agent, dividend disbursing agent and registrar for the Fund. The amounts paid by the Fund under these service agreements are disclosed in the Fund’s financial statements, which can be found in the Fund’s annual and semi-annual reports.

     On October 25, 2007, the Fund’s Board of Directors approved an agreement that allowed the Fund to enter into a $44 million revolving credit facility with The Bank of New York. The credit facility replaced the Fund’s commercial paper program that permitted the Fund to issue up to $60 million in commercial paper. The conversion to the credit facility occurred in two steps, in conjunction with the expiration of a $20 million tranche of commercial paper on November 19, 2007 and a $24 million tranche of commercial paper on December 19, 2007. Accordingly, the commercial paper program and the related liquidity agreement expired on December 20, 2007.

10. CERTAIN EFFECTS OF THE OFFER.

     Effect on NAV and Consideration Received by Tendering Shareholders. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will be first derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. If the Fund is required to sell a substantial amount of portfolio securities to raise cash to finance the Offer, the market prices of the Fund’s portfolio securities, and hence the Fund’s NAV, may decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Expiration Date. Because the price per Share to be paid in the Offer will be dependent upon the NAV per Share as determined on the first business day after the Expiration Date, if such a decline continued to the Expiration Date, the consideration received by tendering shareholders would be reduced more than it otherwise might. In addition, the sale of portfolio securities will cause increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities less than their valuations by the Fund. Accordingly, because of the Offer, the Fund’s NAV per Share may decline more than it otherwise might, thereby reducing the amount of proceeds received by tendering shareholders and the value per Share for non-tendering shareholders.

     The Fund will sell portfolio securities during the pendency of the Offer to raise cash for the purchase of Shares. Thus, it is likely that during the pendency of the Offer, and possibly for a short time thereafter, the Fund will hold a greater than normal percentage of its net assets in cash and cash equivalents. This large cash position may interfere with the Fund’s ability to meet its investment objective. The Fund is required by law to pay for tendered Shares it accepts for payment promptly after the Expiration Date of this Offer. Because the Fund will not know the number of Shares tendered until the Expiration Date, the Fund will not know until the Expiration Date the amount of cash required to pay for such Shares. If on or prior to the Expiration Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash.

     Recognition of Capital Gains. As noted, the Fund will likely be required to sell portfolio securities pursuant to the Offer. If the Fund’s tax basis for the securities sold is less than the sale proceeds, the Fund will recognize capital gains. The Fund would expect to distribute any such gains to shareholders of record (reduced by net capital losses realized during the fiscal year, if any, and available capital loss carry-forwards) following the end of the Fund’s fiscal year on November 30. This recognition and distribution of gains, if any, would have two negative consequences: first, shareholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional capital gains. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be realized and recognized). As of November 30, 2007, there was unrealized appreciation of investments on a tax basis of $11,681,570 and no remaining capital loss carry-forwards from prior years.

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     In addition, some of the distributed gains may be realized on securities held for one year or less, which would generate income taxable to the shareholders at ordinary income rates. This could adversely affect the Fund’s performance.

     Tax Consequences of Repurchases to Shareholders. The Fund’s purchase of tendered Shares pursuant to the Offer will have tax consequences for tendering shareholders and may have tax consequences for non-tendering shareholders. See Section 14 “Certain Federal Income Tax Consequences.”

     Effect on Remaining Shareholders, Higher Expense Ratio and Less Investment Flexibility. The purchase of Shares by the Fund pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of non-tendering shareholders. All shareholders remaining after the Offer will be subject to any increased risks associated with the reduction in the Fund’s aggregate assets resulting from payment for the tendered Shares, such as greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund, depending on the number of Shares repurchased, and may have an adverse effect on the Fund’s investment performance.

     Effect on Percentage of Illiquid and Restricted Securities in the Fund’s Portfolio. As of May 23, 2008, the Fund held illiquid or restricted securities in an amount equal to less than one-half of one percent of the Fund’s total net assets. Therefore, if the Fund does not purchase any such securities and no existing portfolio securities become illiquid prior to the Expiration Date, the Offer and the number of Shares purchased pursuant to the Offer, will not materially increase the portion of illiquid securities in the portfolio.

     Possible Proration. If greater than 5% of the Fund’s Shares are tendered pursuant to the Offer, the Fund would, upon the terms and subject to the conditions of the Offer, purchase Shares tendered on a pro rata basis. Accordingly, shareholders cannot be assured that all of their tendered Shares will be repurchased.

THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING SHAREHOLDERS.

11. SOURCE AND AMOUNT OF FUNDS.

     The actual cost to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number tendered, and the price will be based on the NAV per Share on the business day after the Expiration Date. If the NAV per Share on that date were the same as the NAV per Share on May 23, 2008, and if 5% of the outstanding Shares are purchased pursuant to the Offer, the estimated cost to the Fund, not including fees and expenses incurred in connection with the Offer, would be approximately $5.5 million.

     The monies to be used by the Fund to purchase Shares pursuant to the Offer will be first obtained from any cash on hand and then from the proceeds of sales of securities in the Fund’s investment portfolio. The Directors believe that the Fund has sufficient liquidity to purchase the Shares that may be tendered pursuant to the Offer. However, if, in the judgment of the Directors, there is not sufficient liquidity of the assets of the Fund to pay for tendered Shares, the Fund may terminate the Offer. See Section 5, “Certain Conditions of the Offer.” The Fund will not borrow money or undertake any other alternative arrangements to finance the purchase of tendered Shares.

12. CERTAIN INFORMATION ABOUT THE FUND.

     The Fund was organized as a Maryland corporation on February 2, 1993, and is a diversified, closed-end management investment company registered under the 1940 Act. The Shares were first issued to the public on March 26, 1993. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder and does not continuously offer its Shares for sale to the public.

     The Fund’s primary investment objective is to seek high current income. Capital appreciation is a secondary objective. The Fund seeks to achieve its objectives by investing, under normal circumstances, at least 65 percent of its total assets in income-generating equity securities, including dividend-paying common stocks, convertible securities, preferred stocks and other equity related securities. Up to 35 percent of the Fund’s total assets may be invested in non-convertible debt securities consisting primarily of high-yield, high-risk corporate bonds. In addition, the Fund utilizes leveraging techniques in an attempt to obtain a higher return for the Fund. There is no assurance that the Fund will achieve its investment objectives.

     The principal executive offices of the Fund are located at 2005 Market Street, Philadelphia, Pennsylvania 19103.

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13. ADDITIONAL INFORMATION.

     The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the Securities and Exchange Commission (the “Commission”) relating to its business, financial condition and other matters. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the Commission. Such reports and other information are available for inspection at the public reference room at the Commission’s office, 100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained, by mail, upon payment of the Commission’s customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549. Such reports and other information are also available on the Commission’s web site (http://www.sec.gov).

14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

     The following discussion is a general summary of the U.S. federal income tax consequences of a sale of Shares pursuant to the Offer. Shareholders should consult their own tax advisers regarding the tax consequences of a sale of Shares pursuant to the Offer, as well as the effects of state, local and foreign tax laws. See also “Federal Income Tax Withholding,” in Section 2.F.

Federal Income Tax Consequences to Tendering Shareholders - U.S. Shareholders.

     In General. A shareholder’s tender of all or a part of its Shares for cash pursuant to the Offer will be a taxable transaction for federal income tax purposes. The tax consequences of the sale will be determined in part under the stock redemption rules of Section 302 of the Code. The amount and characterization of income recognized by a shareholder in connection with a sale pursuant to the Offer will depend on whether the sale is treated as an “exchange” or a “dividend” for tax purposes.

     Treatment as an Exchange. If the redemption qualifies under any of the provisions of Section 302(b) of the Code, as more fully described below, the cash received pursuant to the Offer will be treated as a distribution from the Fund in exchange for the Shares sold. The treatment accorded to such an exchange results in a shareholder’s recognizing gain or loss equal to the difference between (a) the cash received by the shareholder pursuant to the Offer and (b) the shareholder’s adjusted tax basis in the Shares surrendered. Assuming the Shares are held as capital assets, such recognized gain or loss will be capital gain or loss. If the Shares were held longer than one year, such capital gain or loss will be long-term. The maximum rate on long-term capital gains for individuals applicable to such a sale of Shares is 15%. Under certain “wash sales” rules, recognition of a loss on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent a shareholder acquires Shares within 30 days before or after the date Shares are purchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss.

     Treatment as a Dividend. If none of the provisions under Section 302(b) of the Code outlined below are satisfied, a shareholder will be treated as having received a dividend taxable as ordinary income in an amount equal to the entire amount of cash received by the shareholder for its Shares pursuant to the Offer to the extent the Fund has current and/or accumulated earnings and profits. Any amounts treated as distributions to shareholders in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital to such shareholders to the extent of their basis in their Shares and then as capital gain (which will be long-term or short-term depending on such shareholder’s applicable holding period for the Shares tendered).

     Accordingly, the differentiation between “dividend” and “sale or exchange” treatment is important with respect to the amount (there is no basis offset for dividends) and character of income that tendering shareholders are deemed to receive. While the marginal tax rates for dividends and capital gains remains the same (35%) for corporate shareholders, under the Code the top income tax rate on ordinary income of individuals (35%) exceeds the maximum tax rate on net capital gains (15%) except to the extent any such dividends are designated by the Fund as qualified dividend income taxable at the same rate as net capital gains. In general, for individuals the amount of dividends that may be designated by the Fund as qualified dividend income cannot exceed the amount of qualified dividend income earned by the Fund on its investments for the taxable year. For corporate shareholders, the amount of dividends that may be designated by the Fund as qualifying for the 70% corporate dividends-received deduction cannot exceed the amount of the dividends received by the Fund on its investments in domestic corporations for the taxable year.

     Each shareholder’s tax adviser should determine whether that shareholder qualifies under one of the provisions of Section 302(b) of the Code. In the event that the transaction is treated as a dividend distribution to a shareholder for federal income tax purposes, such shareholder’s remaining tax basis in the Shares actually redeemed will be added to the tax basis of such shareholder’s remaining Shares in the Fund. In the event that a shareholder actually owns no Shares in the Fund after the redemption, but the transaction is nevertheless treated

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as a dividend distribution because such shareholder constructively owns Shares in the Fund (see below), such shareholder’s tax basis should be added to Shares in the Fund owned by related persons that were considered constructively owned by such shareholder.

     Constructive Ownership of Stock. In determining whether the provisions under Section 302(b) of the Code, as described below, are satisfied, a shareholder must take into account not only Shares actually owned by such shareholder, but also Shares that are constructively owned within the meaning of Section 318 of the Code. Under Section 318 of the Code, a shareholder may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals and certain entities in which the shareholder or a related individual or entity has an interest. The rules of constructive ownership are complex and must be applied to a particular shareholder’s situation by a tax adviser.

     The Provisions of Section 302(b) of the Code. Under Section 302(b) of the Code, a redemption will be taxed as an exchange, and not as a dividend, if it (a) results in a “complete redemption” of all the Shares owned by a shareholder, (b) is “substantially disproportionate” with respect to a shareholder, or (c) is “not essentially equivalent to a dividend” with respect to a shareholder. Each shareholder should be aware that, under certain circumstances, sales, purchases, or transfers of Shares in the market or to or from other parties contemporaneous with sales pursuant to the Offer may be taken into account in determining whether the tests under clause (a), (b), or (c) above are satisfied. Further, the Fund believes that in the event the Offer is oversubscribed, resulting in a proration, it is likely that less than all the Shares tendered by a shareholder will be purchased by the Fund. Proration may affect whether a sale by a shareholder will satisfy the provisions (a), (b), or (c) above.

A brief description of the three major provisions of Section 302(b) of the Code is as follows:

     1. A Complete Redemption of Interest. The receipt of cash by a shareholder will result in a “complete redemption” of all the Shares owned by the shareholder within the meaning of Section 302(b)(3) of the Code if either (i) all the Shares actually and constructively owned by the shareholder are sold pursuant to the Offer or (ii) all the Shares actually owned by the shareholder are sold pursuant to the Offer, the only Shares the shareholder constructively owns are actually owned by such shareholder’s family members, and the shareholder is eligible to waive and effectively waives, under procedures described in Section 302(c) of the Code, such constructive ownership.

2. A Substantially Disproportionate Redemption. The receipt of cash by a shareholder will be “substantially disproportionate” with respect to such shareholder within the meaning of Section 302(b)(2) of the Code if the percentage of the total outstanding Shares actually and constructively owned by the shareholder immediately following the sale of Shares pursuant to the Offer is less than 80 percent of the percentage of the total outstanding Shares actually and constructively owned by such shareholder immediately before such sale.

     3. Not Essentially Equivalent to a Dividend. Even if a sale by a shareholder fails to meet the “complete redemption” or “substantially disproportionate” tests, a shareholder may nevertheless meet the “not essentially equivalent to a dividend” test. Whether a specific redemption is “not essentially equivalent to a dividend” depends on the individual shareholder’s facts and circumstances. In any event, the redemption must result in a “meaningful reduction” of the shareholder’s proportionate interest in the Fund. The Internal Revenue Service (the “IRS”) has indicated in published rulings that, in the case of a minority shareholder in a publicly held corporation whose relative stock investment in the corporation was minimal and who exercised no control over corporate affairs, a small reduction in the percentage ownership interest of such shareholder in such corporation (from .0001118 percent to .0001081 percent – 3.3% reduction under the facts of this ruling) was sufficient to constitute a “meaningful reduction.” Shareholders seeking to rely on this test should consult their own tax advisers as to the application of this particular standard to their own situations.

     Backup Withholding. The Depositary may be required to withhold 28% of the gross proceeds paid to a shareholder or other payee pursuant to the Offer unless either: (a) the shareholder has completed and submitted to the Depositary the Substitute Form W-9 included with the Letter of Transmittal, providing the shareholder’s taxpayer identification number/social security number and certifying under penalties of perjury: (i) that such number is correct, and (ii) either that (A) the shareholder is exempt from backup withholding, (B) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (C) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding; or (b) an exception applies under applicable law and Treasury regulations.

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Federal Income Tax Consequences to Tendering Shareholders - Non-U.S. Shareholders.

     U.S. Withholding at the Source. Any payments to a tendering shareholder who is a nonresident alien individual, a foreign trust or estate or a foreign corporation (as such terms are defined in the Code) that does not hold its shares in connection with a trade or business conducted in the United States (a “Foreign Shareholder”) that are treated as dividends for U.S. federal income tax purposes under the rules set forth above, will be subject to U.S. withholding tax at the rate of 30% (unless a reduced rate applies under an applicable tax treaty). A tendering Foreign Shareholder who realizes a capital gain on a tender of Shares will not be subject to U.S. federal income tax on such gain, unless the Shareholder is an individual who is physically present in the U.S. for 183 days or more and certain other conditions are satisfied. Such persons are advised to consult their own tax advisers. Special rules may also apply in the case of Foreign Shareholders that are: (i) engaged in a U.S. trade or business; (ii) former citizens or residents of the U.S.; or (iii) subject to special rules such as “controlled foreign corporations.” Such persons are advised to consult their own tax advisers.

     Backup Withholding and Certification Rules. Non-U.S. shareholders have special U.S. tax certification requirements to avoid backup withholding at a rate of 28%, and if applicable, to obtain the benefit of any income tax treaty between the non-U.S. shareholder’s country of residence and the United States. To claim these tax benefits, the non-U.S. shareholder must provide the Depositary with a properly completed Form W-8BEN (or other Form W-8, where applicable, or their substitute forms) to establish his or her status as an non-U.S. shareholder, to claim beneficial ownership over Shares, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty.

Federal Income Tax Consequences to Non-Tendering Shareholders.

     Federal Income Tax Consequences to Non-Tendering Shareholders. If the sale of Shares pursuant to the Offer is treated as a “dividend” to a tendering shareholder, a constructive dividend under Code Section 305 may result to non-tendering shareholders whose proportionate interest in the earnings and assets of the Fund has been increased as a result of such tender. Under Section 305 of the Code, a distribution by a corporation of its stock or rights to acquire its stock is treated as a dividend if the distribution (or a series of distributions of which such distribution is one) has the result of (1) the receipt of money or other property by some shareholders, and (2) an increase in the proportionate interests of other shareholders in the assets or earnings and profits of the corporation. An exception to this rule is provided for a distribution of property incident to an isolated redemption of stock (for example, pursuant to a tender offer). Since the Fund’s organization in 1993, the Fund has consummated four tender offers, one in 2000, one in 2005, one in 2006 and one in 2007.

     The Fund does not believe the Offer should cause non-tendering shareholders to realize constructive distributions on their Shares under Section 305 of the Code, but rather, the Offer should be treated as an “isolated transaction” within the meaning of Treasury regulations. This is because, among other things, the Fund is not required by its charter, bylaws or otherwise to redeem any of its Shares, the Board has a fiduciary duty to the Fund and its shareholders to consider the appropriateness of any share repurchase, and the Fund has no absolute commitment to make any further tender offers subsequent to the present Offer.

     The U.S. federal income tax discussion set forth above is a summary included for general information purposes only. In view of the individual nature of tax consequences, each shareholder is advised to consult its own tax adviser with respect to the specific tax consequences to it of the Offer, including the effect and applicability of state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws. The advice above was not written and is not intended to be used and cannot be used by any taxpayer for purposes of (I) avoiding United States federal income tax penalties that may be imposed, or (II) promoting, marketing or recommending to another party any transaction or matter addressed herein.

15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.

     The Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by making a public announcement thereof. In the event that the Fund so elects to extend the tender period, the NAV for the Shares tendered will be computed as of the close of ordinary trading on the New York Stock Exchange on the first business day following the Expiration Date, as extended. During any such extension, all Shares previously tendered and not purchased or withdrawn will remain subject to the Offer. The Fund also reserves the right, at any time and from time to time up to and including the Expiration Date, to (a) terminate the Offer and not to purchase or pay for any Shares or, subject to applicable law, postpone payment for Shares upon the occurrence of any of the conditions specified in Section 5, “Certain Conditions of the Offer”; and (b) amend the Offer in any respect by making a public announcement thereof. Such public announcement will be issued no later than 9:30 a.m. New York City time on the next business day after the previously scheduled

13

Expiration Date and will disclose the approximate number of Shares tendered as of that date. Without limiting the manner in which the Fund may choose to make a public announcement of extension, termination or amendment, except as provided by applicable law (including Rule 13e-4(d)(2), Rule 13e-4(e)(3), and Rule 14e-1(d) under the Exchange Act), the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement.

     If the Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Shares, or the Fund increases or decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended at least until the expiration of such period of ten business days.

16. FEES AND EXPENSES.

     The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Shares purchased pursuant to the Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Offer. No such broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Fund or the Depositary for purposes of the Offer.

     The Fund has retained Mellon Investor Services LLC to act as Depositary and Information Agent. The Fund will pay the Depositary/Information Agent reasonable and customary compensation for its services and will also reimburse the Depositary/Information Agent for certain out-of-pocket expenses and indemnify it against certain liabilities. The Fund will use the Service Fees it receives to offset the fees charged by the Depositary.

17. MISCELLANEOUS.

     The Offer is not being made to, nor will the Fund accept tenders from, owners of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. However, the Fund reserves the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusions of holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act.

Delaware Investments Dividend and Income Fund, Inc.

May 30, 2008

14

EX-99.A.1.II

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. LETTER OF TRANSMITTAL (DDF)

LETTER OF TRANSMITTAL TO TENDER SHARES OF DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
Pursuant to the Offer to Purchase dated May 30, 2008, Delaware Investments Dividend and Income Fund, Inc. has offered to purchase up to 5%, or 522,939 shares, of its Common Stock. The offer expires at 11:59 p.m. New York City time on June 27, 2008, unless extended. See Instructions on the reverse side.
I/we, the undersigned, hereby surrender to you for tendering the share(s) identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase dated May 30, 2008 ("Offer to Purchase"). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these certificate(s) and give the instructions in this Letter of Transmittal; and (iv) the shares represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances.
Please complete the back if you would like to transfer ownership or request special mailing.
Enclosed herewith is my check or money order for $25 for the service fee ("Service Fee"), as described in the Offer to Purchase made payable to Delaware Investments Dividend and Income Fund, Inc.
	Œ	Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.
	X
	Signature of Stockholder		Date	Daytime  Telephone  #
	X
	Signature of Stockholder		Date	Daytime  Telephone  #

	SUBSTITUTE FORM W-9
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.
If the Taxpayer ID Number printed above is INCORRECT OR if the space is BLANK write in the CORRECT number here.
		®
Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
Signature:			Date:

PLACE AN x IN ONE TENDER BOX ONLY
Ž	Tender All
	Partial Tender		·
		WHOLE SHARES		FRACTIONS

Certified
Certificate(s)
Number

If you cannot produce some or all of your Delaware Investments Dividend and Income Fund, Inc. stock certificates, you must obtain a lost instrument open penalty surety bond. Please see the reverse side of this form for instructions.
		  AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S)
	AND AGREEMENT OF INDEMNITY							Investor ID Number
	THIS AFFIDAVIT IS INVALID IF A CHECK IS NOT INCLUDED AND IF THE AFFIDAVIT IS NOT SIGNED AND NOTARIZED BELOW. NOTE: FOREIGN OWNERS MUST also include Apostille seal or legal equivalent.
			TOTAL SHARES LOST F
			Please Fill In Certificate No(s ). if Known		Number of Shares
			Attach separate schedule if needed
	By signing this form I/We swear, depose and state that: I/We am/are the lawful owner(s) of the certificate(s) hereinafter referred to as the “securities” described in the Letter of Transmittal. The securities have not been endorsed, pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of. I/We have made a diligent search for the securities and have been unable to find it or them and make this Affidavit for the purpose of inducing the sale, exchange, redemption, or cancellation of the securities, as outlined in the Letter of Transmittal, without the surrender of the original(s), and also to  request and induce Federal Insurance Company to provide suretyship for me to cover the missing securities under its Blanket Bond # 8302-00-67. I/We hereby agree to surrender the securities for cancellation should I/We, at any time, find the securities. I/We hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in consideration of the proceeds of the sale, exchange, redemption or cancellation of the securities, and the aforementioned suretyship, to indemnify, protect and hold harmless Federal Insurance Company  (the Surety), Mellon Investor Services LLC, Delaware Investments Dividend and Income Fund, Inc., all their subsidiaries and any other party to the transaction, from and against any and all loss, costs, and damages including court costs and attorney's fees, which they may be subject to or liable for in  respect to the sale, exchange, redemption, or cancellation of the securities without requiring surrender of the original securities. The rights accruing to the parties under the preceding sentence shall not be limited or abridged by their negligence, inadvertence, accident, oversight, breach or failure to  inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or may have occurred,  I/We agree that this Affidavit and Indemnity Agreement is to become part of Blanket Bond # 8302-00-67 underwritten by Federal Insurance Company. Any person who, knowingly and with intent to defraud any insurance company or other person, files an application or statement of claim, containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to civil penalties as prescribed by law.
	X Signed by Affiant (stockholder)						on this (date)
				(Deponent)(Indemnitor)  (Heirs Individually)				Month           Day           Year
	Social Security #					Date		Notary Public
	Lost Securities Surety Premium/Service Fee Calculation
	The following formula should be used to calculate the surety premium, if any, and service fee that you must submit with this form.
	1. Calculate  the share value of the lost shares by multiplying the number of shares that  are lost by the Cash Rate:
			· Enter  number of share(s) lost ____________________X (Cash Rate) $10.23 = $___________________ share value
			· If the share value exceeds $500,000, or if the shareholder is foreign and the share value exceeds $100,000, do not complete this affidavit. Complete onlythe Transmittal Form and contact Mellon Investor Services regarding thelost certificate(s).
	2. Only calculate a Surety Premium if the share value exceeds $3,000.00, otherwise enter zero (0) on the Surety Premium line  below.
			· The surety premium equals 1% (.01) of the share value noted inline 1 above: $_____________X (1%) or (.01) = …. $____________ Surety Premium
	3. Add the service fee based on the share value fee guide noted below...................................................................................$____________ Service Fee
			· If the share value is less than or equal to $250.00, the Service Fee = $50.00
			· If the share value is greater than $250.00 but less than or equal  to $3,000.00,  the Service Fee = $100.00
			· If the share value is greater than $3,000.00, the Service Fee = $200.00
	4. Total amount due (add lines 2 & 3)…....................................................................................................................................$______________ Total Amount
	Please  enclose a money order, certified check or cashiers’ check for the required amount, made payable to  Mellon Investor Services.

‘		’
Special Transfer Instructions		Special Mailing Instructions
If you want your stock certificate(s) for Delaware Investments Dividend and Income Fund, Inc. shares and/or check for cash to be issued in another name, fill in this section with the information for the new account/payee name.	Signature Guarantee Medallion	Fill in ONLY if you want your stock certificate(s) for Delaware Investments Dividend and Income Fund, Inc. shares and/or check for cash to be mailed to someone other than  the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal.
Place an x in all that apply:
		Place an x in all that apply:
oRegister certificate(s) and/or o issue check(s) to:
		o Register certificate(s) and/or o issue check(s) to:
Name (Please Print First, Middle & Last Name)	(Title of Officer Signing this Guarantee)	Name (Please Print First, Middle & Last Name)
Address       (Number and Street)	(Name of Guarantor - Please Print)	Address       (Number and Street)
(City, State & Zip Code)	(Address of Guarantor Firm)
(Tax Identification or Social Security Number)		(City, State & Zip Code)

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

Œ	Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal and your stock certificates in the enclosed envelope. Please note that if you fail to enclose a check or money order for the $25.00 Service Fee made payable to Delaware Investments Dividend and Income Fund, Inc. or if the check fails to clear, your tender will be deemed incomplete and will be rejected. The method of delivery of any documents, including share certificates, is at the election and risk of the tendering shareholder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested.
	PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 2 and sign to certify. Please note that Mellon Investor Services LLC may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a non - U.S. Taxpayer, please complete and return form W-8BEN.
Ž	If you are tendering all your shares for cash, please check this box only.
	If you are tendering some of your shares for cash, please check the box, indicate the number of shares you wish to tender and receive in cash.
	If you cannot produce some or all of your Delaware Investments Dividend and Income Fund, Inc. stock certificates, you must obtain a lost instrument open penalty surety bond and file it with Mellon Investor Services LLC. To do so through the Mellon Investor Services LLC’s program with Federal Insurance Company, complete Box 5 on the front side of this form, including the lost securities premium and service fees calculations, and return the form together with your payment as instructed. Please print clearly. Alternatively, you may obtain a lost instrument open penalty surety bond from an insurance company of your choice that is rated A+XV or better by A. M. Best & Company. In that instance, you would pay a surety premium directly to the surety bond provider you select and you would pay Mellon Investor Services LLC its service fee only. Please contact us at the number provided below for further instructions on obtaining your own bond. Note that this amount is in addition to the $25 Service Fee.
‘	If you want your certificate(s) for Delaware Investments Dividend and Income Fund, Inc. shares and/or check for cash to be issued in another name, fill in Box 6. Signature(s) in Box 6 must be medallion guaranteed.
’	Complete Box 7 only if your certificate(s) for Delaware Investments Dividend and Income Fund, Inc. shares and/or check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address.

HOW TO CONTACT MELLON INVESTOR SERVICES LLC
By Telephone – 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays:
	From within the U.S., Canada or Puerto Rico:
		1-866-340-1397 (Toll Free)
	From outside the U.S.:
		1-201-680-6849 (Collect)

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS
By Mail:	By Overnight Courier or By Hand:
Mellon Investor Services LLC	Mellon Investor Services LLC
Attn: Corporate Action Dept., 27th Floor	Attn: Corporate Action Dept., 27th Floor
P.O. Box 3301	480 Washington Boulevard
South Hackensack, NJ 07606	Jersey City, NJ 07310

EX-99.A.1.III

Ex-99.a.1.iii

OFFER BY

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

TO PURCHASE FOR CASH UP
TO 5% OF ITS SHARES OF
COMMON STOCK

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
11:59 P.M., NEW YORK CITY TIME, ON JUNE 27, 2008
(“EXPIRATION DATE”), UNLESS EXTENDED

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND'S OFFER
TO PURCHASE AND IN THE LETTER OF TRANSMITTAL.

May 30, 2008

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We are enclosing herewith the material listed below relating to the offer of Delaware Investments Dividend and Income Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, diversified management investment company (the “Fund”), to purchase up to 5% of its outstanding shares of Common Stock, par value $0.01 (the “Shares”) upon the terms and subject to the conditions set forth in its Offer to Purchase dated May 30, 2008 and in the related Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 100% of the net asset value per Share as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange on June 30, 2008, unless the Expiration Date is extended beyond June 27, 2008. WHEN TENDERING SHARES ON BEHALF OF YOUR CLIENTS, YOU WILL BE REQUIRED TO PAY, ON BEHALF OF THOSE CLIENTS, A SERVICE FEE IN AN AMOUNT EQUAL TO $25.00 PER CLIENT ACCOUNT. THE SERVICE FEE FOR A PARTICULAR CLIENT ACCOUNT WILL BE RETURNED ONLY IN A CASE WHERE NONE OF THE SHARES TENDERED FOR THAT CLIENT ACCOUNT HAVE BEEN ACCEPTED.

We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to brokers, dealers or other persons for soliciting tenders for Shares pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Section 4, “Payment for Shares” of the Offer to Purchase. However, backup withholding at a 28% rate may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 2, “Procedures for Tendering Shares,” of the Offer to Purchase.

For your information and for forwarding to your clients, we are enclosing the following documents:

1.	A letter to shareholders from the President of the Fund and the Offer to Purchase dated May 30, 2008;
2.	The Letter of Transmittal for your use and to be provided to your clients;
3.	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9;
4.	Notice of Guaranteed Delivery;
5.	Form of letter to clients, which may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and
6.	Return envelope addressed to the Depositary.

 

The Offer is not being made to, nor will the Fund accept tenders from, holders of Shares in any State or other jurisdiction in which the Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

As described in the Fund's Offer to Purchase under Section 2, “Procedures for Tendering Shares,” tenders may be made without the concurrent deposit of Share certificates if (1) such lenders are made by or through an Eligible Guarantor (as defined in the Offer to Purchase); (2) a properly completed and duly executed Notice of Guaranteed Delivery in the Form provided by the Fund is delivered to the Depositary prior to 5:00 p.m. New York City time on the Expiration Date; and (3) certificates for tendered Shares (or a Book-Entry Confirmation, as defined in the Offer to Purchase) together with a properly completed and duly executed Letter of Transmittal (or, in the case of book-entry transfer, an Agent’s Message, as defined in the Offer to Purchase), the $25.00 service fee payable in respect of the Shares tendered hereby and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange trading days after execution of a Notice of Guaranteed Delivery.

As described in the Offer, if more than 5% of the Fund's outstanding Shares are duly tendered prior to the Expiration Date, the Fund will repurchase 5% of the Fund's outstanding Shares on a pro rata basis upon the terms and subject to the conditions of the Offer.

NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.

Additional copies of the enclosed material may be obtained from the Depositary at the appropriate address and telephone number set forth in the Fund's Offer to Purchase. Any questions you have with respect to the Offer should be directed to the Depositary at its address and telephone numbers set forth in the Offer to Purchase.

Very truly yours,

DELAWARE INVESTMENTS DIVIDEND AND
INCOME FUND, INC.

PATRICK P. COYNE
Chairman, Director, Chief Executive Officer and President

Nothing contained herein or in the enclosed documents shall constitute you or any other person the agent of Delaware Investments Dividend and Income Fund, Inc. or the Depositary/ Information Agent or authorize you or any other person to make any statements or use any material on their behalf with respect to the Offer, other than the material enclosed herewith and the statements specifically set forth in such material.
 

EX-99.A.1.IV

Ex-99.a.1.iv

OFFER BY

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

TO PURCHASE FOR CASH
UP TO 5% OF ITS SHARES OF
COMMON STOCK

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
11:59 P.M., NEW YORK CITY TIME, ON JUNE 27, 2008
(“EXPIRATION DATE”), UNLESS EXTENDED

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER
TO PURCHASE AND IN THE LETTER OF TRANSMITTAL.

May 30, 2008

To Our Clients:

     Enclosed for your consideration is the Offer to Purchase, dated May 30, 2008, of Delaware Investments Dividend and Income Fund, Inc. (the “Fund”), and a related Letter of Transmittal. Together these documents constitute the “Offer.” The Fund is offering to purchase up to 5% of its outstanding shares of Common Stock, par value $0.01 (the “Shares”), upon the terms and subject to the conditions set forth in the Offer.

     A tender of your Shares can be made only by us as the registered holder and only pursuant to your Instructions. The Offer to Purchase and the Letter of Transmittal are being sent to you for your information only. They cannot be used by you to tender Shares held by us for your account. We are the registered holder of Shares held for your account.

	Your attention is called to the following:
(1)	The purchase price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to the net asset value in U.S. dollars per Share as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange on June 30, 2008, unless otherwise extended. A service fee in an amount equal to $25.00 per client account is payable upon the tender of Shares. We will pay the service fee for each account and your account(s) will be billed separately for this charge. With respect to a particular client account, if none of the Shares tendered are accepted, an amount equal to $25.00 per such account will be returned. The current net asset value of the Fund will be calculated daily and may be obtained by calling Mellon Investor Services LLC, the Depositary/Information Agent, toll free at 1-866-340-1397 (within the U.S., Canada or Puerto Rico) or collect at 1-201-680-6849 (from outside the U.S.) between the hours of 9:00 a.m. and 6:00 p.m. New York City time, except holidays.
(2)	The Offer is not conditioned upon any minimum number of Shares being tendered.
(3)	Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered (and not withdrawn) on or prior to the Expiration Date, provided that the total number of Shares tendered does not exceed 5% of the Fund’s outstanding Shares. In the event that more than 5% of the Fund’s outstanding Shares are tendered, the Fund will purchase 5% of the Fund’s outstanding Shares on a pro rata basis.
(4)	Tendering shareholders will not be obligated to pay stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer, except in the instances described in Section 4, “Payment for Shares,” of the Offer to Purchase.
(5)	Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.

     If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.

     The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.

     Neither the Fund nor its Board of Directors is making any recommendation to any shareholder whether to tender or refrain from tendering Shares in the Offer. Each shareholder is urged to read and evaluate the Offer and accompanying materials carefully.

INSTRUCTIONS

     The undersigned acknowledge(s) receipt of our letter, the enclosed Offer to Purchase dated May 30, 2008, and the Letter of Transmittal, relating to the Fund’s purchase of up to 5% of its outstanding Shares.

     The undersigned instructs us to tender to the Fund the number of Shares indicated below (which are held by us for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal that we have furnished to the undersigned.

AGGREGATE NUMBER OF SHARES TO BE TENDERED:

o All Shares held for the undersigned;

or

o _______ Shares (Enter number of Shares to be tendered).

PLEASE SIGN HERE

Dated:  , 2008  

Name(s):
	(please print)

Address:
	City	State	Zip Code

Area Code and Telephone Number: 

 

Employer Identification or Social Security Number: 

2

EX-99.A.1.V

Ex-99.a.1.v

NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK OF
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if shareholders’ certificates for common stock, par value $0.01 per share (the “Shares”) of Delaware Investments Dividend and Income Fund, Inc. are not immediately available or time will not permit the Letter of Transmittal and other required documents to be delivered to the Depositary on or before 11:59 p.m., New York City time, June 27, 2008, or such later date to which the Offer is extended (the “Expiration Date”).Such form may be delivered by hand or transmitted by facsimile transmission or mailed to the Depositary, and must be received by the Depositary on or before 5:00 p.m. New York City time on the Expiration Date. See Section 2, “Procedures for Tendering Shares,” of the Offer to Purchase.

The Depositary: MELLON INVESTOR SERVICES LLC

Facsimile Copy Number:
1-201-680-4626

To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmission:
1-201-680-4860

For Account Information Call:
From within the U.S., Canada or Puerto Rico:
1-866-340-1397 (toll free)
From outside the U.S:
1-201-680-6849 (collect)

By First Class Mail, By Overnight Courier, By Hand:

	By Registered Certified
	or Express Mail
By First Class Mail:	or Overnight Courier:	By Hand:
Mellon Investor Services LLC	Mellon Investor Services LLC	Mellon Investor Services LLC
Attn: Corporate Action Dept., 27th Floor	Newport Office Center VII	Newport Office Center VII
P.O. Box 3301	480 Washington Boulevard	480 Washington Boulevard
South Hackensack, NJ 07606	Mail Drop – Reorg	Mail Drop – Reorg
	Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310	Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY

Ladies and Gentlemen;

The undersigned hereby tenders to Delaware Investments Dividend and Income Fund, Inc. (the “Fund”), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated May 30, 2008 and the related Letter of Transmittal (which, together with any amendments or supplements to these documents, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in Section 2, “Procedures for Tendering Shares,” of the Offer to Purchase.

Number of Shares Tendered: 

Certificate Nos. (if available): 

If Shares will be tendered by book-entry transfer, check box:  o       The Depository Trust Company 

Account Number: 

Name(s) of Record Holder(s): 

Address: 

Area Code and Telephone Number: 

Taxpayer Identification (Social Security) Number: 

Dated:  , 2008

Signature(s) 

GUARANTEE
(Not To Be Used For Signature Guarantee)

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an “Eligible Guarantor Institution” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Shares complies with Rule l4e-4 and (c) guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of Book-Entry Transfer of such Shares into the Depositary’s accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, within three New York Stock Exchange trading days after the date hereof.

Name of Firm:
	(AUTHORIZED SIGNATURE)
Address:	Name:
		(PLEASE PRINT)
	Title:
Area Code and Tel. No.:	Dated:		, 2008

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

EX-99.A.1.VI

Ex-99.a.1.vi

IMPORTANT TAX INFORMATION

Under the Federal income tax law, you are subject to certain penalties as well as withholding of tax at the applicable rate if you have not provided us with your correct social security number or other taxpayer identification number. Please read this notice carefully.

You (as a payee) are required by law to provide us (as payer) with your correct taxpayer identification number. If you are an individual, your taxpayer identification number is your social security number. Otherwise, your taxpayer identification number is the employer identification number issued by the IRS. If you have not provided us with your correct taxpayer identification number, you may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, interest, dividends, and other payments that we make to you may be subject to backup withholding.

If backup withholding applies, a payor is required to withhold at the IRS mandated applicable rate from interest, dividends and other payments made to you. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

Enclosed is a reply envelope in which you must return the enclosed Form W-9 to furnish us your correct name and taxpayer identification number. Please read the instructions below, sign and date the Form W-9 and return to us.

INSTRUCTIONS FOR SUBSTITUTE FORM W-9 FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER 

General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),   Certify that you are not subject to backup withholding, or   Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: The U.S. owner of a disregarded entity and not the entity, The U.S. grantor or other owner of a grantor trust and not the trust, and The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.   The treaty article addressing the income.   The article number (or location) in the tax treaty that contains the saving clause and its exceptions.   The type and amount of income that qualifies for the exemption from tax.   Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: You do not furnish your TIN to the requester,   You do not certify your TIN when required (see the Part I instructions on page 3 for details),   The IRS tells the requester that you furnished an incorrect TIN,   The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or   You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules for partnerships on page 1. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line. Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided. For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line. For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line. Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line. Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.). Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),   The United States or any of its agencies or instrumentalities,   A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,   A foreign government or any of its political subdivisions, agencies, or instrumentalities, or   An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: A corporation,   A foreign central bank of issue,   A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,   A futures commission merchant registered with the Commodity Futures Trading Commission,   A real estate investment trust,

An entity registered at all times during the tax year under the Investment Company Act of 1940,   A common trust fund operated by a bank under section 584(a),   A financial institution,   A middleman known in the investment community as a nominee or custodian, or   A trust exempt from tax under section 664 or described in section 4947.   The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.		Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: Protect your SSN, Ensure your employer is protecting your SSN, and Be careful when choosing a tax preparer. Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT (438-4338). Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.
IF the payment is for...	THEN the payment is   exempt for...
Interest and dividend payments	All exempt payees except   for 9
Broker transactions	Exempt payees 1 through  13. Also, a person  registered under the  Investment Advisers Act of  1940 who regularly acts   as a broker
Barter exchange transactions and patronage dividends	Exempt payees 1   through 5
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt   payees 1 through 72
1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

What Name and Number To Give the Requester
For this type of account:		Give name and   SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of  the account or,  if combined funds,  the first   individual on   the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner3
For this type of account:		Give name and EIN   of:
6.	Disregarded entity owned by an individual	The owner3
7.	A valid trust, estate, or pension trust	Legal entity4
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multimember LLC	The partnership
11.	A broker or registered nominee	The broker or   nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
1 List first and circle the name of the person whose number you furnish. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one),but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

EX-99.D.1

Ex-99.d.1

DEPOSITARY and INFORMATION AGENT AGREEMENT

     THIS DEPOSITARY AGREEMENT (this “Agreement”) between Delaware Investments Dividend and Income Fund, Inc., a Maryland corporation (the “Purchaser”), and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), is dated as of May [  ], 2008.

1. Appointment.

     (a) Purchaser is offering to purchase up to 5% of its issued and outstanding shares of Common Stock, $0.01 par value (the “Shares”), for cash, upon the terms and conditions set forth in its Offer to Purchase dated May 30, 2008 (the “Offer to Purchase”) and in the related letter of transmittal (which shall include the Internal Revenue Service Form W-9) (the “Letter of Transmittal”), copies of which are attached hereto as Exhibits A and B, respectively, and which together, as they may be amended from time to time, constitute the “Offer.” Purchaser hereby appoints Mellon to act as depositary in connection with the Offer and Mellon hereby accepts such appointment in accordance with and subject to the terms and conditions set forth in this Agreement.

     (b) The “Expiration Date” for the Offer shall be 11:59 p.m. New York City time, on June 27, 2008 unless and until the Purchaser shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by the Purchaser from time to time, shall expire. All terms not defined herein shall have the same meaning as in the Offer.

2. Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions:

     (a) Shares shall be considered validly tendered to Mellon only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and:

          (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or

          (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date of execution of such Notice of Guaranteed Delivery; and

          (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof.

(b)For the purpose of this Agreement:

          (i)a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof;

          (ii)a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice;

          (iii)an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and

          (iv)an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office.

     (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

2

3. Book-Entry Account. Mellon shall take all commercially reasonable steps to establish and, subject to such establishment, maintain an account at each Book-Entry Transfer Facility for book-entry transfers of Shares, as set forth in the Letter of Transmittal and the Offer to Purchase. Mellon will maintain the Book Entry account until all Shares tendered pursuant to the Offer shall have been subject to payment or returned.

4. Procedure for Discrepancies. Mellon shall follow its regular procedures to attempt to reconcile any discrepancies between the number of Shares that any Letter of Transmittal may indicate are owned by a surrendering stockholder and the number that the Record Stockholders List indicates such stockholder owned of record as of the Expiration Date. In any instance where Mellon cannot reconcile such discrepancies by following such procedures, Mellon will consult with the Purchaser for instructions as to the number of Shares, if any, Mellon is authorized to accept for exchange. In the absence of such instructions, Mellon is authorized not to accept any such Shares for exchange and will return to the surrendering stockholder (at Mellon’s option by either first class mail under a blanket surety bond or insurance protecting Mellon and the Purchaser from losses or liabilities arising out of the non-receipt or non-delivery of Shares or by registered mail insured separately for the value of such Shares), to such stockholder's address as set forth in the Letter of Transmittal, any certificates for Shares surrendered in connection therewith, the related Letters of Transmittal and any other documents received with such Shares.

5. Lost Certificates. If any holder of Shares as of the Expiration Date reports to Mellon that his or her failure to surrender a certificate representing any Shares registered in his or her name at the Expiration Date according to the Record Stockholders List is due to the theft, loss or destruction of such certificate, upon receipt from such stockholder of an affidavit of such theft, loss or destruction and a bond of indemnity, both in form and substance satisfactory to Mellon and in compliance with any other applicable requirements, Mellon will effect issuance of certificates for new Shares to the former stockholder as though the certificate for Shares had been surrendered.

6. Treatment of Restrictive Legends. All certificates representing Shares are eligible to make a tender of those shares pursuant to Section 2 hereof.

7. Date/Time Stamp. Each document received by Mellon relating to its duties hereunder shall be dated and time stamped when received.

8. Procedure for Deficient Items.

     (a) Mellon will examine any certificate representing Shares, Letter of Transmittal (or facsimile thereof), Notice of Guaranteed Delivery or Agent's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal received by Mellon to determine whether any tender may be defective. In the event Mellon concludes that (i) any Letter of Transmittal, Notice of Guaranteed Delivery, Agent's Message or other document has been improperly completed, executed or transmitted, (ii) any of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions) (iii) service fee checks or money orders (“service fee checks”) are not properly executed or timely received, or (iv) if some other irregularity in connection with the tender of Shares exists, then Mellon is authorized, subject to subsection (b) below, to advise the tendering stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity, but Mellon is not authorized to accept any tender not in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which Mellon deems to be defective, unless Mellon shall have received from the Purchaser the Letter of Transmittal that was surrendered (or if the tender was made by means of a Confirmation containing an Agent's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser.

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     (b) Promptly upon concluding that any tender is defective, Mellon shall, after consultation with Purchaser, use reasonable efforts in accordance with Mellon’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent's Message, as the case may be, of such determination and, when necessary, return the certificates and/or service fee checks involved to such person in the manner described in Section 12 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Mellon shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding.

     (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, Mellon shall pro rate the Shares pursuant to (i) the terms and conditions of the Offer to Purchase and (ii) any instructions provided to Mellon by Purchaser regarding such proration. Mellon shall maintain accurate records as to all Shares tendered prior to or on the Expiration Date.

9. Report of Tender Activity. At 11:00 a.m. New York City time, or as promptly as practicable thereafter on each business day, or more frequently if reasonably requested as to major tally figures, Mellon shall advise each of the parties named below by telephone as to, based upon a preliminary review (and at all times subject to final determination by Purchaser), as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the number of Shares duly tendered on such day; (ii) the number of Shares duly tendered represented by certificates physically held by Mellon on such day; (iii) the number of Shares represented by Notices of Guaranteed Delivery on such day; (iv) the number of Shares withdrawn on such day; and (v) the cumulative totals of Shares in categories (i) through (iv) above:

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     (a) Michael E. Dresnin, Esq., Delaware Investments – Legal Department, medresnin@delinvest.com, 215.255.1511.

(b) Dennis Gallagher, Delaware Investments – T/A Systems Control, drgallagher@deinvest.com, 215-255-2980.

(c) Ralph Gallo, Delaware Investments – T/A Systems Control, ragallo@deinvest.com, 215-255-8879.

(d) Dan Geatens, Treasurer, dvgeatens@deinvest.com, 215-255-1664.

(e) Carleen Michalski, Product Management, cmichalski@deinvest.com, 215-255-1263.

Mellon shall furnish to each of the above-named persons a written report confirming the above information that has been communicated orally on the day following such oral communication as well as any other information reasonably requested from time to time. Mellon shall furnish to the Dealer-Manager (as defined in the Offer to Purchase) and the Purchaser, such reasonable information, to the extent such information has been furnished to Mellon, on the tendering stockholders as may be requested from time to time.

Mellon shall furnish to the Purchaser, upon request, master lists of Shares tendered for purchase, including an A-to-Z list of the tendering stockholders.

10. Instructions. Any instructions given to Mellon orally, as permitted by any provision of this Agreement, shall be confirmed in writing by the Purchaser or the Dealer-Manager, as the case may be, as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section.

11. Notice of Withdrawal. In accordance with the following conditions, Mellon will return to any person tendering Shares, in the manner described in Section 12 hereof, any certificates representing Shares (and, if a complete withdrawal, the service fee checks) tendered by such person but duly withdrawn pursuant to the Offer to Purchase. To be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be received by Mellon, within the time period specified for withdrawal in the Offer to Purchase, at Mellon’s address or fax number set forth on the back page of the Offer to Purchase. Any notice of withdrawal must specify the name of the person having deposited the Shares to be withdrawn, the number of Shares to be withdrawn and, if the certificates representing such Shares have been delivered or otherwise identified to Mellon, the name of the registered holder(s) of such Shares as set forth in such certificates. If the certificates have been delivered to Mellon, then prior to the release of such certificates the tendering stockholder must also submit the certificate number(s) shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. Mellon is authorized and directed to examine any notice of withdrawal to determine whether it believes any such notice may be defective. In the event Mellon concludes that any such notice is defective it shall, after consultation with and on the instructions of the Purchaser, use reasonable efforts in accordance with its regular procedures to notify the person delivering such notice of such determination. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, whose determination shall be final and binding. Any Shares so withdrawn shall no longer be considered to be properly tendered unless such Shares are re-tendered prior to the Expiration Date pursuant to Section 2 hereof.

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12. Return of Shares. If, pursuant to the terms and conditions of the Offer, the Purchaser has notified Mellon that it does not accept certain of the Shares tendered or purported to be tendered or a stockholder withdraws any tendered Shares, Mellon shall promptly return the deposited certificates (and, if a complete withdrawal, the service fee checks) for such Shares, together with any other documents received, to the person who deposited the same. Certificates for such unpurchased Shares shall be forwarded by Mellon, at its option, by: (i) first class mail under a blanket surety bond protecting Mellon and the Purchaser from losses or liabilities arising out of the non-receipt or non-delivery of such Shares; or (ii) registered mail insured separately for the value of such Shares. If any such Shares were tendered or purported to be tendered by means of a Confirmation containing an Agent's Message, Mellon shall notify the Book-Entry Transfer Facility that transmitted said Confirmation of the Purchaser's decision not to accept the Shares.

13. Amendment/Extension of Offer. Any amendment to or extension of the Offer, as the Purchaser shall from time to time determine, shall be effective upon notice to Mellon from the Purchaser given prior to the time the Offer would otherwise have expired, and shall be promptly confirmed by the Purchaser in writing; provided that Mellon may rely on and shall be authorized and protected in acting or failing to act upon any such notice even if such notice is not confirmed in writing or such confirmation conflicts with such notice. If at any time the Offer shall be terminated as permitted by the terms thereof, the Purchaser shall promptly notify Mellon of such termination.

14. Distribution of Entitlements.

     (a) If under the terms and conditions set forth in the Offer to Purchase the Purchaser becomes obligated to accept and pay for Shares tendered, upon instruction by the Purchaser and as promptly as practicable, but in any event not later than 5:00 p.m., New York City time, on the fifth NYSE trading day after the latest of: (i) the Expiration Date; (ii) the physical receipt by Mellon of a certificate or certificates representing tendered Shares (in proper form for transfer by delivery), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) or a Confirmation including an Agent's Message and any other documents required by the Letter of Transmittal; and (iii) the deposit by the Purchaser with Mellon of sufficient federal or other immediately available funds to pay, subject to the terms and conditions of the Offer, all stockholders for whom checks representing payment for Shares are to be drawn, less any adjustments required by the terms of the Offer, and all applicable tax withholdings, Mellon shall deliver or cause to be delivered to the tendering stockholders and designated payees, consistent with this Agreement and the Letter of Transmittal, official bank checks of Mellon, as agent for the Purchaser, and payable through Mellon in the amount of the applicable purchase price specified in the Offer (less any applicable tax withholding) for the Shares theretofore properly tendered and purchased under the terms and conditions of the Offer. The Purchaser will also deposit with Mellon, upon request, federal or other immediately available funds in an amount equal to the total stock transfer taxes or other governmental charges, if any, payable in respect of the transfer or issuance to the Purchaser or its nominee or nominees of all Shares so purchased. Mellon shall apply to the proper authorities for the refund of money paid on account of such transfer taxes or other governmental charges. On receipt of such refund, Mellon will promptly pay over to the Purchaser all money refunded.

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     (b)At such time as the Purchaser shall notify Mellon, Mellon shall request the transfer agent for the Shares to cancel and retire all Shares purchased pursuant to the Offer.

     (c) Mellon hereby waives any and all rights of lien, attachment or set off whatsoever, if any, against the securities, money, assets or property that are deposited with or received by Mellon from Purchaser, whether such rights arise by reason of statutory or common law, by contract or otherwise.

15. Information Agent. In Mellon’s capacity as Information Agent, Mellon shall:

(i)	Assist in the coordination of all printing activities and advertisement placement, if required, in connection with the Offer.
(ii)	Establish contacts with brokers, dealers, banks and other nominees on Purchaser’s behalf in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
(iii)	Determine the material requirements necessary to fulfill mailing requirements to all registered and “street” holders and other interested parties.
(iv)	Assist with document review in a timely manner, including, but not limited to, the following documents: Offer to Purchase, Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9), Notice of Guaranteed Delivery and Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (“Offering Materials”).
(v)	Facilitate the distribution of materials to the registered and beneficial owners of Purchaser’s common stock and to other interested parties.
(vi)	Provide a dedicated toll-free line for all shareholder inquiries from 9:00 a.m. to 6:00 p.m. ET each business day.
(vii)	Provide status reporting to management upon commencement of activity and continuing daily including total shares presented and tendered.

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(viii)	Facilitate payment of all broker forwarding invoices, subject to collection from Purchaser of monies for this purpose.
(ix)	Build and maintain a current file of eligible participants, including registered holders and beneficial holders identified through Mellon’s research.

16. Tax Reporting.

     (a) On or before January 31st of the year following the year in which the Purchaser accepts Shares for payment, Mellon shall prepare and mail to each tendering stockholder whose Shares were accepted, other than stockholders who demonstrate their status as nonresident aliens in accordance with United States Treasury Regulations (“Foreign Stockholders”), a Form 1099-B reporting the purchase of Shares as of the date such Shares are accepted for payment. Mellon shall also prepare and file copies of such Forms 1099-B by magnetic tape with the Internal Revenue Service in accordance with Treasury Regulations on or before February 28th of the year following the year in which the Shares are accepted for payment.

     (b) Mellon shall deduct and withhold the appropriate backup withholding tax from the purchase price payable with respect to Shares tendered by any stockholder, other than a Foreign Stockholder, who has not properly provided Mellon with a taxpayer identification number, in accordance with Treasury Regulations. Mellon shall forward such withholding taxes to the Internal Revenue Service with the appropriate required documentation customarily required to discharge the Purchaser’s applicable withholding obligation with respect to such transactions.

     (c) Should any issue arise regarding federal income tax reporting or withholding, Mellon shall take such action as the Purchaser may reasonably request in writing. Such action may be subject to additional fees.

17. Authorizations and Protections. As depositary hereunder Mellon:

     (a) shall have no duties or obligations other than those specifically set forth herein (including any exhibits hereto), or as may subsequently be agreed to in writing by Mellon and the Purchaser;

     (b) shall have no obligation to make payment for any tendered Shares unless the Purchaser shall have provided the necessary federal or other immediately available funds to pay in full amounts due and payable with respect thereto;

     (c) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates or the Shares represented thereby deposited with Mellon or tendered through an Agent's Message hereunder and will not be required to and will make no representations as to or be responsible for the validity, sufficiency, value, or genuineness of the Offer;

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     (d) shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such action might in Mellon’s judgment subject or expose it to any expense or liability, Mellon shall not be required to act unless it shall have been furnished with an indemnity reasonably satisfactory to it;

     (e) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission, Agent's Message or other document or security delivered to Mellon and reasonably believed by Mellon to be genuine and to have been signed by the proper party or parties;

     (f) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to Mellon’s actions as depositary specifically covered by this Agreement (or supplementing or qualifying any such actions) of officers of the Purchaser ;

     (g) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by Mellon hereunder in good faith and in accordance with the advice of such counsel;

     (h) shall not be called upon at any time to, and shall not, advise any person tendering or considering tendering pursuant to the Offer as to the wisdom of making such tender or as to the market value of any security tendered thereunder or as to any other financial or legal aspect of the Offer or any transactions related thereto;

(i) may perform any of its duties hereunder either directly or by or through agents or attorneys;

     (j) shall not be liable or responsible for any recital or statement contained in the Offer or any other documents relating thereto;

     (k) shall not be liable or responsible for any failure of the Purchaser to comply with any of their respective obligations relating to the Offer, including without limitation obligations under applicable securities laws;

     (l) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person, including without limitation the Dealer-Manager; and

     (m) shall not be liable or responsible for any delay, failure, malfunction, interruption or error in the transmission or receipt of communications or messages through electronic means to or from a Book-Entry Transfer Facility, or for the actions of any other person in connection with any such message or communication.

18. Indemnification. The Purchaser agrees to indemnify Mellon for, and hold it harmless from and against, any loss, liability, claim or expense (“Loss”) arising out of or in connection with its duties under this Agreement or this appointment, including the costs and expenses of defending itself against any Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon’s gross negligence or intentional misconduct.

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19. Limitation of Liability.

     (a) In the absence of gross negligence or intentional misconduct on its or its agent’s or attorney’s part, Mellon shall not be liable for any action taken, suffered, or omitted by it or its agents or attorneys or for any error of judgment made by it or its agents or attorneys in the performance of its or its agent’s or attorney’s duties under this Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall Mellon be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Mellon has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Mellon will be limited to the amount of fees paid by Purchaser hereunder.

     (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Mellon’s duties hereunder or the rights of the Purchaser or of any stockholders surrendering certificates for Shares pursuant to the Offer, Mellon shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Mellon may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter, which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Mellon and executed by the Purchaser and each such stockholder and party. In addition, Mellon may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have an interest in the settlement.

20. Representations, Warranties and Covenants. Purchaser represents, warrants and covenants that (a) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Offer and the execution, delivery and performance of all transactions contemplated thereby (including, without limitation, this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the charter or bylaws of the Purchaser or any indenture, agreement or instrument to which it is a party or is bound, (c) this Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid, binding and enforceable obligation of the Purchaser, (d) the Offer will comply in all material respects with all applicable requirements of law and (e) to the best of its knowledge, there is no material litigation pending or threatened as of the date hereof in connection with the Offer.

21. Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by facsimile, overnight delivery services, or by certified or registered mail, return receipt requested to:

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If to Purchaser :	with an additional copy to:
Delaware Investments Dividend and	David P. O’Connor, Esquire
Income Fund, Inc.	General Counsel
One Commerce Square	Delaware Management Company
Philadelphia, PA 19103	One Commerce Square
Attn: Michael E. Dresnin, Esq.	Philadelphia, PA 19103
Tel: 215.255.1511	Tel: 215.255.1360
Fax: 215.255.1640	Fax: 215.255. 1640
medresnin@delinvest.com	dpoconnor@delinvest.com
If to Mellon:	with an additional copy to:
Mellon Investor Services LLC	Mellon Investor Services LLC
480 Washington Blvd, 27th Floor	480 Washington Blvd, 29th Floor
Jersey City, NJ 07310	Jersey City, NJ 07310
Attn: Keelan Deshields	Attn: Legal Department
Event Manager, Corporate Actions	Tel: 201-680-2198
Tel: 201-680-3796	Fax: 201-680-4610
Fax: 201-680-4665

22 Specimen Signatures. Set forth in Exhibit E hereto is a list of the names and specimen signatures of the persons authorized to act for the Purchaser under this Agreement. The Secretary or any Assistant Secretary of the Purchaser shall, from time to time, certify to Mellon the names and signatures of any other persons authorized to act for the Purchaser under this Agreement.

23. Fees. Whether or not any Shares are tendered or the Offer is consummated, for Mellon’s services as depositary hereunder Purchaser shall pay to Mellon compensation in accordance with the fee schedule attached as Exhibit F hereto, together with reimbursement for reasonable out-of-pocket expenses, including reasonable fees and disbursements of Mellon’s counsel that are reasonably documented. Purchaser shall reimburse Mellon for any bank fees resulting from a bounced check. All amounts owed to Mellon hereunder are due upon receipt of the invoice. Delinquent payments are subject to a late payment charge of one and one half percent commencing forty-five days from the date the invoice is received.

24. Termination. Either party may terminate this Agreement upon 30 days prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until all Shares have been received and paid for. In the event of such termination, the Purchaser will appoint a successor depositary and inform Mellon of the name and address of any successor depositary so appointed, provided that no failure by the Purchaser to appoint such a successor depositary shall affect the termination of this Agreement or the discharge of Mellon as depositary hereunder. Upon any such termination, Mellon shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Mellon shall promptly forward to the Purchaser or its designee any certificate for Shares, Letter of Transmittal or other document that Mellon may hold or receive after its appointment has so terminated.

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25. Force Majeure. Mellon shall not be liable for any failure or delay arising out of conditions beyond its reasonable control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences.

25A. Disaster Recovery.During the term of this Agreement, Mellon shall maintain commercially reasonable disaster recovery facilities and procedures.

26. Miscellaneous.

     a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of laws rules or principles.

     b) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto.

     c) In the event that any claim of inconsistency between this Agreement and the terms of the Offer arise, as they may from time to time be amended, the terms of the Offer shall control, except with respect to Mellon’s duties, liabilities and rights, including without limitation compensation and indemnification, which shall be controlled by the terms of this Agreement.

     d) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties hereto to the full extent permitted by applicable law.

     e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties hereto.

     f) This Agreement may not be assigned by any party without the prior written consent of all parties.

     g) Sections 17, 18, 19, and 23 hereof shall survive termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.

DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.

By:
Name:	Daniel V. Geatens
Title:	Vice President

MELLON INVESTOR SERVICES LLC

By:
Name:	Jaddiel Ramos
Title:	Event Manager, Corporate Actions

Exhibit A	Offer to Purchase
Exhibit B	Letter of Transmittal
Exhibit C	Notice of Guaranteed Delivery
Exhibit D	List of Affiliates
Exhibit E	List of Authorized Representatives
Exhibit F	Schedule of Fees

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EXHIBIT A

OFFER TO PURCHASE

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EXHIBIT B

LETTER OF TRANSMITTAL

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EXHIBIT C

NOTICE OF GUARANTEED DELIVERY

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EXHIBIT D

LIST OF AFFILIATES

Shareholder Certificate Numbers of Shares

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EXHIBIT E

LIST OF AUTHORIZED REPRESENTATIVES

Name Title Specimen Signature 

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EXHIBIT F

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EX-99.D.4

Ex-99.d.4

Delaware Funds

FUND ACCOUNTING AND FINANCIAL ADMINISTRATION
SERVICES AGREEMENT

     THIS AGREEMENT is made as of the 1^st day of October, 2007 (the “Effective Date”) by and between MELLON BANK, N.A. (referred to herein as “Mellon”), a national banking association having its principal place of business at 500 Grant Street, Pittsburgh, PA 15258, and each investment company listed on Schedule A (referred to herein, individually, as a “Fund” and, collectively, as the “Funds”), having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

WHEREAS, each Fund is registered with the Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and is classified as an open-end management investment company, unless otherwise noted;

WHEREAS, Mellon is engaged in the fund accounting and financial administration services business; and

WHEREAS, each Fund desires that Mellon perform the fund accounting, financial administration and related services described in this Agreement for the Fund, and Mellon is willing to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, each Fund and Mellon agree as follows:

1. Services

A. Mellon shall perform for each Fund and its series (including all share classes) listed in Schedule A to this Agreement, the fund accounting, financial administration and related services set forth in Schedule B to this Agreement (“Services”). Mellon and a Fund may mutually agree to add or delete a Fund series and/or class, which must be evidenced by amending Schedule A. Each existing and future series of a Fund (including all share classes) covered by this Agreement is individually and collectively referred to as a “Portfolio.” Mellon may perform other services for each Fund only upon terms, conditions and compensation that Mellon and each Fund mutually agree to, as evidenced by an amendment to this Agreement or Schedule B.

B. Mellon may enter into additional agreements with each Fund or its designated service provider from time to time with respect to: (i) certain operational functions that Mellon will perform in connection with this Agreement; and (ii) performance measures pursuant to which Mellon will be expected to provide the Services (the “Service Level Documents”). The Service Level Documents will be designed to provide operational guidance and performance metrics information that may be used by each Fund and Mellon to assist in the delivery of the Services and to measure Mellon’s performance in providing the Services. Each Fund and Mellon agree that the Service Level Documents will reflect the division of operational functions between or among each Fund, its agents and Mellon, and specific performance measures for Mellon, rather than imposing specific contractual obligations under this Agreement. Notwithstanding the foregoing, (i) Mellon’s material and systemic failure to perform its operational functions or to satisfy the performance measures pursuant to the Service Level Documents may be considered a material breach of the “For Cause” provisions described in Section 3.B of this Agreement; (ii) the Service Level Documents may provide remedies for the failure to satisfy the operational functions or performance measures contemplated thereunder that are separate and apart from any right that each Fund or Mellon may exercise under this Agreement; and (iii) Mellon’s performance or non-performance of the Services, separate and apart from the operational functions and performance measures reflected in any Service Level Document, may give rise to any remedies that each Fund may assert against Mellon under the terms of this Agreement.

Delaware Funds

C. Mellon's present intention is to utilize the Eagle STAR/PACE platform as its fund accounting platform, with the understanding of the parties that Mellon reserves the right to utilize other accounting platform(s) that allow(s) Mellon to perform the Services at a quality and level equivalent to the quality and level set forth in the Service Level Documents. Mellon shall be responsible for the costs and expenses incurred by Mellon and the Funds for converting from the Eagle STAR/PACE platform to other accounting platform(s) in accordance with this subparagraph C.

2. Compensation and Expenses

A. In return for performing the Services, the Funds shall compensate Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date.

B. Each Fund will pay all of its own expenses that are incurred in the Fund’s operation and not specifically assumed by Mellon. Expenses to be borne by each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Fund’s independent registered public accounting firm (“Independent Accountant”) and the Fund’s outside legal and tax counsel (including such counsel’s review of the Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and any review of reports and materials prepared by Mellon under this Agreement); costs of any services contracted for by the Fund directly from parties other than Mellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to its operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by Mellon; the salary and expenses of any officer, director/trustee or employee of the Fund who is not also a Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Fund’s registration statements on Forms N-1A, N-2, N-3, N-4, N-6, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Fund.

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Delaware Funds

C. Each Fund agrees to reimburse Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following:

(i) the electronic transmission expenses incurred by Mellon in communicating with such Fund, such Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, dealers or others as required for Mellon to perform the Services, if an Authorized Person requests such electronic transmission and provides Mellon with prior written approval;

(ii) the costs of creating microfilm, microfiche or electronic copies of such Fund’s records, and the costs of storage of paper and electronic copies of such Fund’s records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund exceed $7,500 in any calendar year;

(iii) the charges for services provided by vendors set forth in Schedule D;

(iv) any additional expenses incurred by Mellon at the written direction of an Authorized Person;

(v) any additional expenses reasonably incurred by Mellon in the performance of the Services, provided that, (a) if any individual expense is less than $1,000, Mellon shall provide prior written notice to such Fund to the extent practicable, and (b) if any individual expense is $1,000 or more, Mellon must obtain the prior written approval of an Authorized Person of the Fund; and

(vi) in the event that Mellon is requested or authorized by such Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as Mellon is not the subject of the investigation or proceeding in question, such Fund will reimburse Mellon for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests. In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify such Fund (as soon as reasonably practicable) and such Fund will reimburse Mellon for its personnel’s professional time (at Mellon’s standard billing rates or other mutually agreed upon rates).

D. Mellon shall be entitled to receive the following amounts:

(i) Any systems development and project fees for new or enhanced products or services requested by a Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by an Authorized Person; and

(ii) Ad hoc reporting fees billed at an agreed upon rate.

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E. Mellon will bill each Fund on a monthly basis for the fees and expenses owed to Mellon by such Fund under this Agreement. The monthly bill shall be set forth on a detailed invoice in a form mutually agreed upon by Mellon and the Funds. Mellon shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by Mellon to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C or any expenses are disputed by a Fund, Mellon and such Fund shall work together in good faith to resolve the dispute promptly.

F. Mellon will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to a Fund (“Mellon Services Inquiry”), and if Mellon requests that the Fund provide, or if the Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then Mellon will reimburse the Fund for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel’s professional time at mutually agreed upon rates.

3. Length and Termination of Agreement

A. The term of this Agreement shall begin on the Effective Date and continue for an initial term of seven (7) years (the “Initial Term”). Unless otherwise terminated in accordance with its terms, Mellon shall either (i) request that this Agreement be extended for an additional five (5) year period, or (ii) indicate that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as the case may be), in either case by sending a written notice of its intent to the Fund no later than three (3) months prior to the fifth anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be). If Mellon requests that this Agreement be extended for an additional five (5) year period and the Fund does not reject such request in writing to Mellon by the sixth anniversary of the Effective Date of the Initial Term or the fourth anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall be extended for an additional five (5) year period (a “Renewal Term”). If either (a) Mellon indicates that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as the case may be) by sending a written notice of its intent to the Fund no later than three (3) months prior to the fifth anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be), or (b) the Fund responds to Mellon’s request to extend for an additional five (5) year period by rejecting such request in writing to Mellon no later than the sixth anniversary of the Effective Date of the Initial Term or the fourth anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall terminate upon the expiration of the Initial Term or such Renewal Term (as the case may be).

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B. This Agreement may be terminated by the following party or parties, as the case may be, for one or more of the following reasons, provided the terminating party provides the applicable written notice to the other party or parties, as the case may be, of the reason for such termination:

(i) NonRenewal: Mellon or the Funds may decline to extend the terms of this Agreement beyond the Initial Term under subparagraph A of this Section;

          (ii) Mutual Agreement: Mellon and the Funds may mutually agree in writing to terminate this Agreement at any time;

(iii) “For Cause”: (a) Mellon may terminate this Agreement “For Cause,” as defined below, by providing the Funds with written notice of termination “For Cause” at least 60 days prior to the date of termination of this Agreement, or (b) a Fund may terminate this Agreement with respect to such Fund “For Cause,” as defined below, by providing Mellon with written notice of termination “For Cause” at least 60 days prior to the date of termination of this Agreement with respect to such Fund;

(iv) Failure to Pay: Mellon may terminate this Agreement if Mellon has notified the Funds that they have failed to pay Mellon any undisputed amounts when due under this Agreement and the Funds have failed to cure such default within 30 days of receipt of such notice (or, if the Funds have disputed in good faith any fees over and above the minimum fees set forth in Schedule C or any expenses, upon final resolution of such dispute); or

(v) Termination of Custody Agreement: Mellon may terminate this Agreement with respect to a Fund if such Fund terminates its custody agreement with Mellon or any of its affiliates following either (a) a change in such Fund’s investment adviser (other than a change in such Fund’s investment adviser to another investment adviser that is under common ownership with such Fund’s investment adviser or its successor) or (b) a sale (whether by a merger or a sale of the stock or assets) of such Fund’s investment adviser (other than a sale of such Fund’s investment adviser to another entity that is under common ownership with such Fund’s investment adviser or its successor) or its parent company, by providing such Fund with written notice of such termination at least 60 days prior to the date of termination of this Agreement with respect to such Fund (which termination date will be extended by Mellon if, but only if and to the same extent that, the date of termination of its custody agreement is extended by such Fund). For purposes of this subparagraph (v) only, the term “investment adviser” does not include any subadviser.

For purposes of subparagraph (iii) above, “For Cause” shall mean:

          (a) a material breach of this Agreement by any other party or parties, as the case may be, that has not been remedied for 30 days following written notice by the terminating party that identifies in reasonable detail the alleged failure of the other party or parties, as the case may be, to perform, provided that if such default is capable of being cured, then the other party or parties, as the case may be, are entitled to such longer period as may reasonably be required to cure such default if the other party or parties, as the case may be, have commenced such cure and is diligently pursuing same, but such cure must be completed within 120 days in any event;

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          (b) when any other party or parties, as the case may be, commit any act or omission that constitutes gross negligence, willful misconduct, fraud or reckless disregard of its or their duties under this Agreement and that act or omission results in material adverse consequences to the terminating party;

          (c) a final, unappealable judicial, regulatory or administrative ruling or order in which any other party or parties, as the case may be, have been found guilty of criminal or unethical behavior in the conduct of its business that directly relates to the subject matter of the Services; or

          (d) when any other party or parties, as the case may be, shall make a general assignment for the benefit of its or their creditors or any proceeding shall be instituted by or against the other party or parties, as the case may be, to adjudicate it or them as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize the other party or parties, as the case may be, or protect or relieve its or their debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or them or for a substantial portion of its or their assets, which proceeding shall remain unstayed for sixty (60) days or the other party or parties, as the case may be, have taken steps to authorize any of the above actions or has become unable to pay its or their debts as they mature.

C. If this Agreement is terminated by any party (regardless of whether it is terminated pursuant to paragraph B. above or for any reason other than those specified in paragraph B. above), the Funds shall pay to Mellon on or before the effective date of such termination any undisputed and unpaid fees owed to, and shall reimburse Mellon for any undisputed and unpaid out-of-pocket costs and expenses owed to, Mellon under this Agreement prior to its termination.

D. If either (i) the Funds terminate this Agreement during the Initial Term for any reason other than those specified in paragraph B. above, or (ii) Mellon terminates this Agreement during the Initial Term “For Cause” or the Funds’ “failure to pay” under subparagraphs B(iii) or B(iv) of this Section, respectively, then the Funds shall make a one-time cash payment (a “Termination Fee”) to Mellon on the effective date of such termination in an amount equal to (w) $11,000,000 if the effective date of the termination of this Agreement is in the first two years of the Initial Term, (x) $8,200,000 if the effective date of the termination of this Agreement is in the third year of the Initial Term, (y) $5,500,000 if the effective date of the termination of this Agreement is in the fourth year of the Initial Term, or (z) $2,700,000 if the effective date of the termination of this Agreement is in the last three years of the Initial Term. In addition, the Funds shall reimburse Mellon promptly for any actual, provable, extraordinary, non-customary and direct costs and expenses (other than any Costs and Expenses) incurred by Mellon in connection with effecting such termination and converting the Funds to a successor service provider, including without limitation the delivery to such successor service provider, the Funds and/or other Funds’ service providers any of the Funds’ property, records, data, instruments and documents.

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The parties acknowledge and agree that, upon the occurrence of any of such events giving rise to a Termination Fee: (i) a determination of actual damages incurred by Mellon would be extremely difficult, (ii) the Termination Fee is intended to adequately compensate Mellon for damages incurred and is not intended to constitute any form of penalty, and (iii) the Termination Fee is intended to include the Costs and Expenses incurred by Mellon in connection with effecting such termination and converting the Fund to a successor service provider, including, without limitation, the delivery to such successor service provider, the Fund and/or other Fund service providers any of the Fund’s property, records, data, instruments and documents. The parties further acknowledge and agree that, upon the occurrence of a significant change in the number of Funds or Portfolios during the Initial Term, they will discuss in good faith a possible adjustment to the Termination Fee; provided, however, that no party shall be obligated to agree to any such adjustment.

E. If either (i) Mellon terminates this Agreement with respect to a Fund at any time for any reason other than those specified in paragraph B. above, or (ii) a Fund terminates this Agreement with respect to such Fund at any time “For Cause” under subparagraph B(iii) of this Section, then Mellon shall reimburse such Fund for any Costs and Expenses incurred by such Fund in connection with converting such Fund to a successor service provider, including without limitation the delivery to such successor service provider, such Fund and/or other Fund’s service providers any of such Fund’s property, records, data, instruments and documents.

F. If this Agreement is terminated (i) by Mellon and/or the Funds, as the case may be, at any time for “nonrenewal” or “upon mutual agreement” under subparagraphs B(i) and B(ii), respectively, (ii) by Mellon at any time for “termination of custody” under subparagraph B(v), (iii) by the Funds at any time after the Initial Term for any reason other than those specified in paragraph B above, or (iv) by Mellon at any time after the Initial Term “For Cause” or the Funds’ “failure to pay” under subparagraphs B(iii) or B(iv) of this Section, respectively, the Funds shall reimburse Mellon promptly for any Costs and Expenses incurred by Mellon in connection with effecting such termination and converting the Funds to a successor service provider, including without limitation the delivery to such successor service provider, the Funds and/or other Funds’ service providers any of the Funds’ property, records, data, instruments and documents.

G. For purposes of this Section 3, “Costs and Expenses” incurred by a party shall mean any actual, provable, reasonable, customary and direct costs and expenses incurred by such party. For purposes of this Section 3, Costs and Expenses shall not include any wind-down costs, including, without limitation, non-cancelable lease payments; severance payments due and payable to personnel of Mellon or its Subcontractors that were not engaged by Mellon at the instruction of a Fund or the Funds; unused equipment expense; and non-cancelable payments or termination charges regarding hosting and other subcontracting services that were not incurred at the instruction of a Fund or the Funds and that cannot be transferred or redeployed by Mellon. For purposes of this Agreement, “Subcontractor” shall include any third party, whether affiliated or unaffiliated with Mellon, engaged by Mellon in connection with the performance of the Services.

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Such party must provide the other party with written evidence of such costs and expenses before the other party is obligated to pay them. Such party also has a duty to mitigate, and must exercise its duty to mitigate, such costs and expenses. Except as expressly set forth in Sections 3 and 9 and Schedule C, no party hereto shall be responsible for any costs and expenses or damages of any kind whatsoever resulting from, related to or otherwise in connection with the termination of this Agreement.

H. In the event that this Agreement is terminated by a party or the parties, as the case may be, the parties hereto agree to cooperate and act in good faith to ensure an orderly conversion of the applicable Fund or Funds to a successor service provider with respect to the Services provided under this Agreement. Without limiting the generality of the foregoing sentence, Mellon agrees that, in the event this Agreement is terminated by a party or the parties, it will deliver a Fund’s or the Funds’ property, records, data, instruments and documents to such Fund or the Funds, its or their successor service providers and/or its or their other service providers, as the case may be, in a non-proprietary, commercially-available format.

     I. The termination of this Agreement with respect to any given Fund or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Fund or Portfolio. Furthermore, if, following termination of this Agreement with respect to any given Fund or Portfolio, Mellon continues to perform any one or more of the Services with the express consent of such Fund or Portfolio, then the provisions of this Agreement, including without limitation the provisions dealing with indemnification and compensation, shall continue in full force and effect.

4. Amendments, Assignment and Delegation

     A modification of this Agreement (which term includes all Schedules) will be effective only if in writing and signed by the affected parties. No party shall assign the rights or delegate the duties, or outsource a significant portion of the Services, pursuant to this Agreement without the prior written consent of the other party or parties, except as follows:

(i) Mellon may employ such person or persons it may deem desirable to assist it in performing the Services without notice to a Fund;

(ii) Mellon shall provide written notice to each affected Fund before Mellon engages an unaffiliated third party to provide significant services or functions to assist Mellon in performing the Services under this Agreement;

(iii) Mellon may delegate one or more of the functions or assign this Agreement to any direct or indirect majority-owned subsidiary of The Bank of New York Mellon Corporation or its successor with timely notice to the affected Fund; and

(iv) 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 Mellon’s consent.

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With respect to (i), (ii) and (iii) above, Mellon shall (a) be responsible for the acts or omissions of such persons, third parties and subsidiaries to the same extent as Mellon’s own acts or omissions under this Agreement, (b) be responsible for the compensation of such persons, third parties and subsidiaries, and (c) not be relieved of any of its responsibilities under this Agreement by virtue of the use of such persons, third parties and subsidiaries. However, if a Fund instructs Mellon to engage a Subcontractor for the performance of any of the Services, Mellon will not be responsible for any acts or omissions by, or compensation payable to, such Subcontractor.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

5. Documentation

A. Each Fund represents that it has provided or made available to Mellon (or has given Mellon an opportunity to examine) copies of the following documents, current as of the Effective Date of this Agreement:

(i) The Articles of Incorporation, Agreement and Declaration of Trust, Partnership Agreement, or other similar charter document, as relevant, evidencing the Fund’s form of organization and any current amendments thereto;

(ii) The By-Laws or procedural guidelines of each Fund;

(iii) Any resolution or other action of the Fund or the Fund board establishing or affecting the rights, privileges or other status of any class of shares of a Portfolio, or altering or abolishing any such class;

(iv) A copy of a resolution of the Fund board appointing Mellon to provide the Services for each Portfolio and authorizing the execution of this Agreement and its Schedules;

(v) A copy of the Fund’s currently effective prospectus(es) and statement(s) of additional information (“Registration Statement”) under the Securities Act of 1933 (the “1933 Act”) and 1940 Act;

(vi) Copies of all pertinent Fund policies and procedures that affect the Services, including, but not limited to, those relating to valuation, pricing, Section 2(a)(41) of the 1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and “as-of” processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist);

(vii) Such other documents, certificates or opinions which Mellon reasonably believes to be necessary or appropriate in the proper performance of the Services, subject to the agreement of the Fund, which shall not be unreasonably withheld; and

(viii) Any amendment, revocation or other document altering, adding, qualifying or repealing any document or authority called for under this Section.

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B. Each Fund will provide Mellon with notice and/or a copy of any material amendment to the items set forth in this Section. Mellon will not be responsible for changing or conforming the Services to any such amendment until Mellon has received notice or a copy of such change, and the parties have negotiated in good faith to reach mutually agreeable terms applicable to such additional service(s) and have amended any affected Schedules.

6. Representations and Warranties of each Fund

Each Fund represents and warrants the following:

A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

     B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement.

     C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement. The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law.

     D. The Fund will use commercially reasonable efforts to ensure that Mellon has sufficient access to the Fund’s service providers, brokers, Independent Accountant and other authorized agents (each a “Fund Agent”), and related parties of any of them, in order to obtain the information Mellon will need to perform the Services; provided that, Mellon shall bear no liability with respect to such Fund Agent information to which Mellon had no access.

     E. To the best of the Fund’s knowledge, all the information relating to the Fund given to Mellon in connection with the transactions contemplated by this Agreement is full, complete and accurate, and Mellon may reasonably rely on such information until it receives written notice from or on behalf of the Fund of any changes to such information.

F. The Fund has provided Mellon with a current list of all approved independent pricing, fair value information, and other data information vendors that are to be used by Mellon in rendering the Services, as set forth in Schedule D to this Agreement, and the Fund will promptly reflect any changes to such list in a revised Schedule D.

G. The Fund has appropriate procedures and agreements in place to protect the confidentiality of any non-public portfolio holdings information of the Fund that the Fund or its agents direct Mellon to disclose or transmit to third parties before the Fund publicly discloses such information.

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     H. The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g-1 under the 1940 Act, and has directors’ and officers’ errors and omissions insurance coverage.

7. Representations and Warranties of Mellon

Mellon represents and warrants to each Fund the following:

A. Mellon is duly organized as a national banking association; is in good standing; and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

B. Mellon has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against Mellon; and Mellon has all necessary registrations and/or licenses necessary to perform the Services described in Schedule B.

C. There is no pending or threatened legal proceeding or regulatory action that would materially impair Mellon’s ability to provide the Services. Mellon’s performance of the Services will not conflict with or result in a breach of any of the terms or provisions of any agreement to which Mellon is a party or bound, and does not violate any applicable law to which Mellon is subject.

D. Mellon has completed, obtained and performed all registrations, filings, approvals, and authorizations, consents or examinations required by any government or governmental authority to which Mellon is subject, to perform the Services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect.

E. To the best of Mellon’s knowledge, all the information relating to Mellon that Mellon or its authorized agents have given to a Fund in connection with the transactions contemplated by this Agreement is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from Mellon of any changes.

F. Mellon will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of Mellon’s duties and responsibilities under this Agreement.

G. Mellon has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to Mellon’s delivery of the Services) to safeguard each Fund’s records and data and Mellon’s records, data, equipment facilities and other property that it uses in the performance of its obligations hereunder from loss or damage attributable to fire, theft, or any other cause, and Mellon will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations hereunder.

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EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES UNDER THIS AGREEMENT OR THE PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).

8. Standard of Care

Mellon shall act in good faith and exercise reasonable care in performing the Services under this Agreement. Mellon’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Mellon hereunder. In that regard, Mellon shall have no responsibility for the actions or activities of any other party, including service providers, except as provided in Section 4.

9. Indemnification and Limitation of Liability

A. Except as set forth in subparagraph F. below, Mellon will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of fraud, negligence or willful misconduct of Mellon or the reckless disregard of its duties under the Agreement.

B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and nominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, “Losses”) resulting directly and proximately from Mellon’s fraud, negligence or willful misconduct in the performance of the Services, or reckless disregard of its duties under this Agreement.

C. Each Fund agrees to indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents, and nominees and their respective successors and permitted assigns from and against any Losses resulting directly and proximately from Mellon’s actions taken or omissions with respect to or in connection with the performance of the Services or based, if applicable, upon Mellon’s reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this indemnification shall not apply to actions or omissions of Mellon involving fraud, negligence, willful misconduct, or reckless disregard in the performance of its duties under this Agreement.

D. In order for these indemnification provisions to apply, each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an indemnification claim. However, failure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, as the case may be, is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or confess judgment without the consent of each indemnifying party, which consent shall not be withheld or delayed unreasonably.

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E. Each indemnifying party shall be entitled to participate in the defense at its own expense, or assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault.

F. Mellon agrees to reimburse each Fund or its shareholders (including former shareholders) for any losses and reasonable reprocessing costs incurred by such Fund or its shareholders (including former shareholders) resulting directly and proximately from Mellon’s negligence in calculating the net asset value per share ("NAV") for such Fund. Mellon's responsibility for reimbursing such Funds or its shareholders (including former shareholders) will be in accordance with and subject to the Funds' policies and procedures for addressing NAV errors set forth in the appropriate Service Level Document, including without limitation a materiality threshold of one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document).

Notwithstanding the foregoing, the parties acknowledge and agree that (i) Mellon will obtain and rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by such reliance on such vendors or any errors caused by or attributable to such vendors, subject to Mellon’s material compliance with the tolerance checks set forth in the appropriate Service Level Document.

G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, MELLON, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), LOSS OF BUSINESS, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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10. Books and Records, Disclosure, Retention, and Rights of Ownership

A. Mellon shall maintain on behalf of each Fund all books and records which are customary or which are legally required to be kept in connection with Mellon’s performance of Services, including without limitation those required by Rules 31a-1 and 31a-2 under the 1940 Act (“Records”). Mellon will prepare and maintain the Records at each Fund’s expense, and the Records shall be the Fund’s property. Mellon will make the Records available for inspection by the SEC, including giving the SEC access to the Records, and otherwise surrender the Records promptly in accordance with Rule 31a-3 under the 1940 Act. Mellon will allow a Fund and its authorized persons and representatives to review the Records during Mellon’s normal business hours or, upon reasonable notice, at such other reasonable times as the Fund may request.

     B. Mellon shall keep the Records confidential, except when: (i) disclosure is required by law, (ii) Mellon is advised by counsel that it may incur liability for failure to make a disclosure, (iii) Mellon is requested to divulge such information by duly-constituted authorities or court process, or (iv) as requested or authorized by the affected Fund (including pursuant to its policies and procedures regarding selective disclosure of non-public portfolio information). Mellon shall use commercially reasonable efforts to provide reasonable advance notice to each affected Fund and its administrator of requests for disclosure pursuant to items (i) – (iii) of the previous sentence, and to the extent reasonably practicable to secure instructions as to such inspection, but shall not be deemed to violate the confidentiality provisions of this Section or Section 11 if Mellon discloses such Records upon reasonable belief that it is obliged to do so by applicable law or regulatory authority.

     C. Upon and subject to payment of any undisputed and unpaid amounts owed to Mellon under this Agreement, Mellon may at its option at any time after termination of this Agreement, and shall promptly upon a Fund’s demand or upon termination of this Agreement, turn over to the Fund or its designated agent, and cease to retain in Mellon’s files, any Records created and maintained by Mellon pursuant to this Agreement which are no longer needed by Mellon in the performance of the Services or for its legal protection. If not so turned over to the Fund, such Records will be retained by Mellon, at the expense of the Fund (which shall be equal to the actual costs incurred by Mellon), for at least six (6) calendar years from the year of creation or for such other period of time as is required under applicable law. At the end of such period, such Records will be turned over to the Fund unless the Fund authorizes in writing the destruction of such Records.

     D. Notwithstanding the foregoing, all computer programs, systems and procedures employed or developed by or on behalf of Mellon, or on behalf of Mellon by system providers or vendors used by Mellon, to perform the Services that are not Records are the sole and exclusive property of Mellon.

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     11. Confidential Information; Trade Names, Trademarks and Service Marks.

     A. “Confidential Information” of a party shall be maintained confidential by any other party, and shall include: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or Mellon, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or Mellon a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; (d) non-public portfolio holdings information of the Fund; and (e) anything designated as confidential. Mellon shall maintain adequate safeguards to prevent the use of each Fund’s non-public portfolio holdings information by Mellon, its employees and affiliates for any purpose other than performing the Services under this Agreement. Mellon also shall maintain adequate safeguards to limit the dissemination of each Fund’s non-public portfolio holdings information to third parties in accordance with non-disclosure agreements with the particular Fund, Instructions pursuant to Section 14, or directions of the Fund under Section 15.C. However, Confidential Information shall not be subject to such confidentiality obligations if it: (a) is already known to a receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of a receiving party; (c) is rightfully received from a third party who, to the best of a receiving party's knowledge, is not under a duty of confidentiality; (d) is released by a protected party to a third party without restriction; (e) is required to be disclosed pursuant to the Fund’s Registration Statement or by a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the disclosing party will promptly provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against a receiving party; or (g) has been or is independently developed or obtained by a receiving party.

     B. Mellon also acknowledges Confidential Information includes nonpublic personal information about a Fund’s customers (“Customer Information”) that the Fund is required by Regulation S-P to keep confidential. Accordingly, Mellon agrees that, to the extent it receives such Customer Information, it shall not:

(i) use or disclose Customer Information other than to carry out the purposes for which a Fund or one of its affiliates disclosed such Customer Information to Mellon; or

(ii) disclose any Customer Information other than:

(a) to Fund affiliates;

(b) to Mellon affiliates, provided that such affiliates need the Customer Information to be able to provide the Services hereunder and shall be restricted in use and disclosure of the Customer Information to the same extent as Mellon;

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(c) to subcontractors of Mellon or the Fund, provided that such subcontractors need the Customer Information to be able to provide the Services hereunder and shall have entered into a confidentiality agreement no less restrictive than the terms hereof; and

(d) to comply with federal, state or local laws, rules and other applicable legal requirements; to comply with a properly authorized civil, criminal, or regulatory investigation, or subpoena or summons by federal, state, or local authorities; or to respond to judicial process or government regulatory authorities having jurisdiction for examination, compliance, or other purposes as authorized by law (provided Mellon will promptly provide the Fund written notice of such requirement, to the extent such notice is permitted).

For purposes of this paragraph, the term “affiliate” shall have the meaning set forth in Regulation S-P. To the extent any provisions of this paragraph conflict with other terms of this Agreement, this paragraph shall control.

     C. Neither party shall use the trade name, trademark or service mark of the other party without the prior written consent of the other party; provided, however, that (a) either party may use the trade name, trademark or service mark of the other party in connection with providing the Services under the Agreement, or (b) the Fund may use the trade name, trademark or service mark of Mellon in connection with their Registration Statements.

     12. Reports

     A. Mellon shall furnish reports to a Fund, its Fund Agents and to others that the Fund designates in writing at such times as are prescribed pursuant to this Agreement to be provided or completed by Mellon, or as subsequently agreed upon by the parties pursuant to this Agreement or any amendment thereto. Each Fund agrees to examine each report promptly and will communicate or cause to be communicated any errors or discrepancies therein. If there are errors or discrepancies in a report (except such errors and discrepancies as may not reasonably be expected to be discovered by the recipient after conducting a diligent examination) that are not so reported promptly, then a report will for all purposes be accepted by and binding on the Fund and any other recipient, absent fraud, negligence, willful misconduct, or reckless disregard of Mellon’s duties under this Agreement, and Mellon shall have no further responsibility with respect to such report other than to correct and revise it.

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     B. For the two month period ending on December 31, 2007, Mellon shall cause its auditors to perform a Type I SAS 70 audit of Mellon’s internal controls and procedures relating to the Services provided to the Funds that have been converted onto Mellon’s fund accounting platform from November 1, 2007 until December 31, 2007. For each Fund that has been converted onto Mellon’s fund accounting platform during the period from November 1, 2007 until December 31, 2007, Mellon shall provide such Fund (together with its chief compliance officer or its designated representative) with a copy of the report resulting from such Type I SAS 70 audit no later than 45 days after December 31, 2007. For the six month period ending on June 30 of each year and the twelve month period ending on December 31 of each year commencing in 2008, Mellon shall cause its auditors to perform a Type II SAS 70 audit of Mellon’s internal controls and procedures relating to the Services provided to the Funds that have been converted onto Mellon’s fund accounting platform prior to the end of the applicable audit period. For each Fund that has been converted onto Mellon’s fund accounting platform prior to the end of the applicable audit period, Mellon shall provide such Fund (together with its chief compliance officer or its designated representative) with a copy of the report resulting from such Type II SAS 70 audit no later than 45 days after the end of the applicable audit period. All SAS 70 audit reports shall be treated as Confidential Information.

     13. Notices

     Any communication, notice or demand pursuant to this Agreement shall be properly addressed, in writing and delivered by personal service (including express or courier service), registered or certified mail, or by facsimile with proof of proper transmission and a means for confirmation of delivery to recipient, as follows:

     If to Mellon:

          Mellon Bank, N.A.
          135 Santilli Highway, AIM 026-0026 
          Everett, MA 02149-1950

          Attention: Christopher P. Healy, First Vice President

          Telephone: (617) 382-2671 
          Facsimile: (617) 382-2706

     With a copy to:

          Mellon Bank, N.A.
          135 Santilli Highway, AIM 026-0011 
          Everett, MA 02149-1950

          Attention: John W. Valentine, Esq., First Vice President 
                        and Senior Counsel

          Telephone: (617) 382-2072 
          Facsimile: (617) 382-2726

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          The Bank of New York Mellon Corporation
          One Mellon Center 
          500 Grant Street, 19^th Floor 
          Pittsburgh, Pennsylvania 15258

          Attention: Leonard R. Heinz, Esq., Senior Vice President 
                        and Associate General Counsel

          Telephone: (412) 234-1508 
          Facsimile: (412) 234-8417

     If to a Fund:

          the address set forth on Schedule A for such Fund;

     With a copy to:

          Delaware Service Company, Inc.
          2005 Market Street
          Philadelphia, PA 19103-7094

          Attention: General Counsel

          Telephone: (215) 255-1360 
          Facsimile: (215) 255-1131

     14. Authorized Persons and Instructions

     A. Each Fund shall deliver to Mellon a list of the names, titles and signatures of all persons who are authorized to act on behalf of the Fund to issue instructions to Mellon (“Authorized Persons” and “Instructions”), including any limits on the scope of authority of any Authorized Persons. Fund trustees, directors and officers shall be presumptively considered Authorized Persons unless the Fund notifies Mellon to the contrary. Each Fund shall promptly notify Mellon of any changes to or limitations on the rights, powers and duties of any Authorized Person, but in the absence of receiving such notice, Mellon shall be entitled to deal with any Authorized Person and to act and rely upon any Instructions reasonably believed to be from such Authorized Person.

     B. An Instruction means a writing signed or initialed by one or more Authorized Person. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed Instructions if Mellon reasonably believes them to have been given by an Authorized Person, and the oral instructions are promptly confirmed in writing.

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     15. Advice, Reliance and Instructions

     A. Mellon may apply to a Fund at any time for Instructions and may consult with Mellon’s or the Fund’s counsel, Independent Accountant and other experts with respect to any matter arising in connection with the Services performed by Mellon, and Mellon shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with such Instructions or on the advice of such counsel, Independent Accountant or other experts. To the extent possible, Mellon shall notify the Fund at any time Mellon believes it needs advice of the Fund’s counsel, Independent Accountant or experts with regard to Mellon’s responsibilities and duties pursuant to this Agreement. If Mellon wishes to seek and rely on legal advice from counsel that is neither the Fund’s counsel nor counsel in the regular employ of Mellon or its affiliated companies, and Mellon seeks to be reimbursed for such counsel fees, then Mellon must notify and seek prior approval of such affected Fund, which shall not be unreasonably withheld. Mellon shall in no event be liable to a Fund or any Fund shareholder or beneficial owner for any action reasonably taken or omitted pursuant to such advice.

     B. Mellon may rely conclusively upon the terms of a Registration Statement, the minutes of Fund board meetings and any other Fund document Mellon reasonably believes to be genuine unless and until Mellon receives Instructions to the contrary.

     C. Subject to the instructions of an Authorized Person, Mellon may provide information pertaining to the Fund’s portfolio holdings to entities designated by such Authorized Person.

     D. Each Fund understands and acknowledges that the Services are intended to assist the Fund and its board in their obligations to price and monitor pricing of the Fund’s portfolio securities, but Mellon does not assume responsibility for the accuracy or appropriateness of pricing information received from the Fund or other non-Mellon entities or pricing methodologies, including any fair value pricing information or adjustment factors. Each Fund further understands and acknowledges that it retains overall responsibility to: (i) adopt policies and procedures to monitor for circumstances that may necessitate the use of fair value prices; (ii) establish criteria for determining when market quotations are no longer reliable for a particular portfolio security; (iii) determine a methodology or methodologies by which the Fund determines the current fair value of portfolio securities; (iv) regularly review the appropriateness and accuracy of the method used in valuing securities and make any necessary adjustments; and (v) promptly communicate the foregoing in writing to Mellon pursuant to Section 14.

     E. Each Fund authorizes Mellon to communicate, as required, with the Fund’s service providers, brokers, futures commission merchants, Independent Accountant and/or other authorized agents and related parties of any of them to obtain the information Mellon needs to perform the Services. In that regard, Mellon agrees to cooperate with each Fund’s Independent Accountant, to reasonably support the Independent Accountant’s engagement with the Fund, and to provide the Independent Accountant reasonable access to the Records. Mellon also agrees to provide periodic sub-certifications to each Fund’s chief compliance officer and certifying principal executive and financial officers relating to the Services Mellon performs, based on a form of sub-certification that Mellon and the Fund reasonably agree to, and subject to such limitations as may be reasonable or necessary to not make a material misstatement, omission or untrue statement of fact.

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     16. Compliance with Law

     A. In performing the Services, Mellon shall comply with all applicable laws, and its standard of performance shall be in accord with such standards as may be imposed by law and the requirements of all regulatory authorities. However, unless specifically identified in the Services, nothing expressly or implicitly contained in this Agreement is intended or shall be interpreted to confer upon Mellon a duty to ensure that each Fund is acting in compliance with any applicable laws. Except for the obligations of Mellon set forth in Schedule B, each Fund assumes full responsibility for the preparation, contents and distribution of the Fund’s Registration Statement and compliance with applicable laws, including the requirements of the 1933 Act and the 1940 Act, and governmental authorities having jurisdiction.

B. Mellon shall use its commercially reasonable efforts to make its employees who are responsible for providing the Services (“Relevant Employees”) available to federal, state and local governmental and regulatory and supervisory authorities having jurisdiction over the performance of the Services (“Governmental Authorities”) as may be required by such Governmental Authorities pursuant to applicable law, subpoena or order, and as may be requested by any Governmental Authorities on behalf of or with respect to a Fund or any of its affiliates or as may be requested by the Fund to be made available to such Governmental Authorities. To the extent legally permitted, Mellon shall promptly notify the affected Fund of any request by any Governmental Authorities for any Relevant Employees (except when the request for access to Relevant Employees was made by the Fund). The affected Fund shall cooperate, and shall use its commercially reasonable efforts to cause each of its affiliates and service providers to cooperate, with Mellon in complying with any notice, order, subpoena or request of any Governmental Authority. Except as provided in Sections 8 and 9, Mellon shall have no liability to a Fund or any third party for any claims, obligations, penalties or fines which may arise out of or in relation to Mellon's compliance with this provision. In accordance with Section 2.C.(vii), the affected Fund shall reimburse Mellon in connection with providing such access. Nothing contained in this paragraph shall require Mellon to disclose any proprietary or confidential information of Mellon or its other customers and clients.

17. Governing Law and Jurisdiction

This Agreement and performance hereunder and all suits and proceedings hereunder shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to conflict of law principles. Each of the parties to this Agreement expressly and irrevocably submits to the exclusive jurisdiction of the courts of Pennsylvania and waives any claims of inconvenient forum or venue. To the extent that the laws of the Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940 Act, the applicable provisions of the 1940 Act shall control.

18. Services Not Exclusive

A. Mellon’s Services are not exclusive to a Fund and Mellon shall be free to render similar services to others.

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B. Mellon shall perform the Services solely as an independent contractor and no joint venture, partnership, employment, agency or any other relationship is intended, accomplished or embodied in this Agreement. Mellon shall have the sole and exclusive right to supervise, manage, control and direct its performance of the Services, except that Mellon may be subject to performance standards and measurements for performing the Services.

C. In performing the Services, Mellon is acting solely on behalf of a Fund and no contractual or service relationship shall be deemed to be established between Mellon and any other person, including without limitation the custodian and Fund shareholders.

19. Force Majeure and Uncontrollable Events

Mellon shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon a Fund’s reasonable request, Mellon shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. Notwithstanding the foregoing or any other provision of this Agreement, Mellon assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, business interruption, delay or any other loss whatsoever caused by “Force Majeure Events.” “Force Majeure Events” are events beyond the reasonable control of Mellon, its agents and its Subcontractors (other than Subcontractors engaged by Mellon at the instruction of the Fund). In the event of Force Majeure Events, or any disaster that causes a business interruption, Mellon shall act in good faith and follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize service interruptions.

20. Severability

If any provision of this Agreement shall be held or made invalid, the remainder of this Agreement and the parties’ rights and obligations under it shall not be affected by such action, and the invalid provisions of the Agreement shall be deemed to be severable only in the jurisdiction that so determines.

21. Survivability

The following provisions shall survive beyond the expiration and termination of this Agreement:

• all compensation provisions, including Section 2 Compensation and Expenses, Section 3 regarding termination fees, costs and expenses, and Schedule C;
  
• Section 4. Amendments, Assignment and Delegation;
  
• Section 6. Representations and Warranties of each Fund;
   
• Section 7. Representations and Warranties of Mellon;

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• Section 9. Indemnification and Limitation of Liability; 
   
• Section 10. Books and Records, Disclosure, Retention, and Rights of Ownership;
   
• Section 11. Confidential Information;
   
• Section 14. Authorized Persons and Instructions;
   
• Section 19. Force Majeure and Uncontrollable Events; and
   
• Section 20. Severability.

22. Contract Terms To Be Exclusive

This Agreement constitutes the complete agreement of the parties about the covered subject matter, and supersedes all prior negotiations, understandings and agreements bearing upon the covered subject matter. As noted in Section 1.B., Mellon and each Fund may enter into Service Level Documents or other interpretive documents in connection with this Agreement. Any such Service Level Documents or interpretive agreements may be in writing and signed by all parties, but shall not be deemed to be an amendment to this Agreement, and because the intent of such agreements is to generally facilitate operations in a flexible manner, the breach of any such agreement shall not necessarily constitute a breach of this Agreement, and the parties shall be free to change the terms of such agreements as provided therein.

23. Waiver

A party’s waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. A party’s failure to insist upon strict adherence to any provision of the Agreement shall not constitute a waiver or deprive such party of the right to insist upon strict adherence to such provision.

24. Counterparts and Reproduction of Documents

This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together evidence the entire Agreement. This Agreement and any amendments may be reproduced by any commercially acceptable process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceedings, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement facsimile or further reproduction of such reproduction shall be likewise admissible in evidence.

25. Miscellaneous

Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

MELLON BANK, N.A.
By:	/s/ Christopher Healy
Title:	First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP CASH RESERVE,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP INCOME FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE MONEY FUND,
on behalf of its Portfolios identified on Schedule A

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DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR INSURED FUNDS, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE INVESTMENTS MUNICIPAL TRUST, 

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR INTERMEDIATE TAX-FREE FUNDS, 

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR MUTUAL FUNDS, 

on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS II, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE GROUP GOVERNMENT FUND, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE GROUP LIMITED-TERM 

GOVERNMENT FUNDS, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE POOLED TRUST, 

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR MUTUAL FUNDS III, 

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR TAX FREE FUNDS, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE VIP TRUST, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE INVESTMENTS ARIZONA 

MUNICIPAL INCOME FUND, INC. 

DELAWARE INVESTMENTS COLORADO 

INSURED MUNICIPAL FUND, INC. 

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DELAWARE INVESTMENTS FLORIDA
INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA
MUNICIPAL INCOME FUND II, INC.
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/ Richard Salus
Title:	Chief Financial Officer

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SCHEDULE B TO THE
FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES
AGREEMENT BETWEEN
MELLON BANK, N.A. AND THE FUNDS,
Dated October 1, 2007

FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES

     Mellon shall perform for each Fund and each of its Portfolios the following fund accounting, financial administration and related services. Unless otherwise noted, capitalized terms used herein shall have the same meanings assigned to them in the Agreement.

A. ValuationsIn accordance with the 1940 Act, a Fund’s pricing policies and procedures delivered to Mellon, and a Fund’s prospectus and statement of additional information, and subject to the existence of authorized licensing arrangements and Instructions, Mellon will perform the following pricing and valuation services:

1.	Perform the necessary functions to calculate daily the net asset value per share (“NAV”) for each share class of each Portfolio of the Fund.
2.	Calculate the value of the assets of each Portfolio by obtaining securities prices and readily available market quotations from independent pricing sources, subject to any adjustments by the fair valuation information vendors, in each case using a source/vendor approved by the Fund and listed in Schedule D to the Agreement. If market quotations for portfolio securities are not readily available, notify the Fund and obtain prices from authorized broker sources and/or use fair values as determined in good faith by the Fund’s board of directors/trustees, which includes, but is not limited to, using values determined by the Fund’s pricing policies and procedures and values approved by the Fund’s Valuation/Pricing Committee.
3.	Assist in resolving pricing discrepancies and implement mutually agreed upon price variance thresholds and notification processes.
4.	In accordance with the Fund’s NAV error correction policies provided to Mellon, notify the Fund promptly upon discovery of NAV errors of a Portfolio and initiate correction processes.

B. Calculation and Payment of Expenses
1.	Based upon information provided by one of the Fund’s Authorized Persons to Mellon, calculate asset-based fees and submit to the Fund Treasurer/Principal Financial Officer for approval, and instruct the custodian to wire fee payments to the service providers.
2.	Accrue expense waivers based on Instructions and provide reporting of accruals of expense waivers.
3.	Accrue and allocate fee payments to directors/trustees and other officers of the Fund paid directly by the Fund according to Instructions and on a monthly basis forward cash to the Fund’s Authorized Persons in the amount necessary to make such payments to the directors/trustees and other officers of the Fund.
4.	Prepare expense reports, liabilities analysis and budgets for each Portfolio of the Fund for review and approval by the Fund Treasurer/Principal Financial Officer, including maintaining detailed records pertaining to expense accruals and payments, adjusting reports to reflect accrual adjustments, and monitoring all Fund expenses.

Delaware Funds

5.

Forward any invoices payable by the Fund to the Fund’s Authorized Persons for review and approval. Effective as of October 1, 2008, pay any invoices approved by the Fund’s Authorized Person for payment on behalf of the Fund. (Prior to October 1, 2008, Delaware Service Company, Inc. will pay such invoices.) Allocate such invoices among the Portfolios in accordance with pre-established instructions from the Fund’s Authorized Persons. Record the payment of invoices on the Fund’s books.

6.

Provide to the Fund a monthly summary of disbursements.

 

C. Financial Reporting

1.	Prepare agreed upon financial reporting information for the Fund and/or each Portfolio: (i) for proxy/information statements, registration statements (including prospectuses, statements of additional information, and business combination/exchange offers under Form N-14), Section 19 notices, periodic shareholder reports (both semi-annual and annual), Form N-CSRs, Form N-Qs, Form N-SARs and such other communications required or otherwise sent to investors and/or filed with regulatory agencies; (ii) to the Investment Company Institute; (iii) to statistical reporting and rating agencies; and (iv) regarding a closed-end Fund’s issuance of preferred stock and commercial paper. Additionally, review and provide comments to the Fund or a Fund Agent to allow for completion of such reports in accordance with defined timelines.
2.	Prepare other reports, notices or financial documents in accordance with generally accepted accounting principles, as required by federal, state and other applicable laws and regulations, in each case as the parties may agree upon from time to time.
3.	Assist in preparing financial information relating to a closed-end Fund’s earnings press release, if any.
4.	Provide financial information needed for the offer letter to assist with buyback and tender offers for a closed-end Fund, if any.
5.	Provide 1940 Act Rule 2a-7 amortized cost monitoring (mark-to-market) reports for a money market Portfolio with such frequency as is agreed upon by parties, or as may be required by Rule 2a-7 and the Fund’s policies and procedures.
6.	Prepare and provide such detailed financial reports as may be necessary for the Fund’s board of directors’/trustees’ reporting process and as the parties may agree upon from time to time.
7.	Provide sub-certifications in an agreed-upon form to the Fund’s chief compliance officer and certifying principal executive and financial officers with respect to the generation of financial statements and other financial reporting performed by Mellon.

 

D. Portfolio Securities Transactions
Based on information that is provided to Mellon by the Fund, its investment adviser, and the Fund’s Authorized Persons, Mellon will perform the following functions:

1. Maintain records of investment, capital share, and income and expense activities for each Portfolio by: (i) recording purchases and sales of investments; (ii) recording corporate actions and capital changes relating to investments; (iii) accruing interest, dividends and expenses on investments; and (iv) maintaining the historical tax lots and income history for investments.

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2.	In instances where Mellon is the custodian of the affected portfolio securities, notify, as directed, the applicable investment adviser (or, if applicable, sub-adviser) with respect to mandatory and voluntary corporate actions. The Fund's elections (on actions where elections and options exist) on voluntary corporate actions must be communicated to Mellon by one of the Fund's Authorized Persons on the deadline date stated on the corporate actions notice, allowing a reasonable amount of time before the stated deadline for Mellon to input the election on the fund accounting system and notify the custodian (as applicable). Mellon will use commercially reasonable efforts to respond on behalf of the Fund if a response is received by Mellon after the deadline date.
3.	In instances where Mellon is not the custodian of the affected portfolio securities, Mellon will notify, as directed, the applicable investment adviser (or, if applicable, sub-adviser) with respect to mandatory and voluntary corporate actions upon Mellon's receipt of the corporate action information. In addition, where Mellon receives mandatory and voluntary corporate action information in its capacity as portfolio accountant for other clients on the same accounting platform, Mellon agrees to use commercially reasonable efforts to identify actions applicable to the Fund's portfolio securities. However, Mellon assumes no liability for failing to identify and provide notice of such actions with respect to a portfolio security when Mellon does not separately receive notice from the custodian for such portfolio of securities. The Fund's elections (on actions where elections and options exist) on voluntary corporate actions must be communicated to Mellon by one of the Fund's Authorized Persons on a date established by Mellon sufficiently in advance of the deadline date stated on the custodian's corporate actions notice to permit Mellon to input the election on the fund accounting system and notify the custodian by its stated deadline. Mellon will use commercially reasonable efforts to respond on behalf of the Fund if a response is received by Mellon after a deadline date.
4.	Book corporate action activity upon timely receipt of information and Instructions from one of the Fund’s Authorized Persons.
5.	Receive, update and process daily trade files from the Fund investment adviser’s order management system.
6.	Based on Instructions from one of the Fund’s Authorized Persons or the Fund Treasurer/Principal Financial Officer, implement tax lot relief methodology.

 

E. Dividends & Distributions
Subject to review and approval of the Fund’s Treasurer/Principal Financial Officer, Mellon will perform the following functions:

1.	Provide the Fund’s transfer agent, dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan, if any.
2.	Calculate income projections and provide such projections to the Fund for completion of the Section 19(a) notices and respond to any questions or issues raised by such projections.
3.	Periodically calculate and report each Portfolio’s “investment company taxable income,” “net capital gain” distributions, and realized and unrealized capital gains, and calculate amount of distribution to avoid application of excise tax, in accordance with IRS Subchapter M requirements and the Portfolio’s distribution policies as disclosed in the Portfolio’s prospectus and established by resolution of the Fund’s board of directors/trustees.

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F. Reconciliation and Cash Management

1.	Reconcile trade tickets and fund holdings list with investment adviser records on a daily basis.
2.	Reconcile the cash and portfolio investments of the Portfolio with the records of the Fund’s custodian, and provide corresponding reconciliation reports to the Fund and Fund Agents.
3.	Calculate and provide cash projections daily for each Portfolio of the Fund based on estimates of portfolio security transactions (including projected income and dividend receipts), shareholder transactions, and Fund distributions/reinvestments.
4.	Calculate and provide daily the cash available for each Portfolio of the Fund.
5.	In coordination with the Fund’s investment adviser, allocate trades among the Portfolios with respect to master repurchase agreement investments and other short-term investments.

 

G. Shareholder Activity

1.	Record and reconcile daily shareholder activity, including: (i) recording subscriptions, redemptions, and dividend reinvestments; (ii) reconciling settlements of shareholder activity; and (iii) recording Portfolio shares outstanding to the records maintained by each Portfolio’s transfer agent and communicate exceptions to transfer agent which is responsible for researching exceptions.
2.	Provide financial and pricing information to support transfer of portfolio securities in connection with shareholder transfer-in-kind (purchase and redemption) transactions.
3.	Support the estimation/price protection process and other “post-nightly” and “as of” shareholder recording processes, including but not limited to, defined contribution clearance and settlement and same day cash.

 

H. Fund Performance Information

1. Calculate each Portfolio’s performance, including calculations of yield, total return, expense ratio, portfolio turnover rate and dollar-weighted average maturity, as applicable, in accordance with standardized SEC reporting requirements, and provide to the Fund. Calculate and provide such additional performance information as may be reasonably requested by the Fund or the Fund’s Authorized Persons.

 

I. Audit Support

1.	Provide timely assistance with audit requests from the Fund, its internal auditors, its Independent Accountants, and regulatory agencies. Respond to inquiries from other Fund Agents regarding Mellon’s processes and interface with such Fund Agents to support annual SAS 70 audits of such Fund Agents.
2.	Prepare work papers for the Fund’s annual audit by the Fund’s Independent Accountants, and coordinate the annual audit by the Fund’s Independent Accountants.
3.	Provide results of Mellon’s semi-annual SAS 70 audits.

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Delaware Funds

J. Tax Reporting

1.

Provide the financial information necessary for the Fund’s preparation of its federal, state and city tax returns and ancillary schedules, including year-end excise tax distributions, and compliance with Subchapter M and Section 4982 of the Internal Revenue Code of 1986 (the “Code”). Provide completed Internal Revenue Service forms for the Funds, such as Form 1120-RIC, necessary to file tax returns in accordance with filing deadlines and maintain copies of all tax returns and related workpapers.

2.

Provide financial data regarding portfolio investments to the Fund’s transfer agent to support the production of Form 1099s and similar shareholder tax reporting.

 

K. Compliance Monitoring

1.	Establish, maintain, and provide summaries of, internal operating policies and procedures to support the performance of the Services by Mellon.
2.	Conduct testing of each Portfolio for compliance with the Code’s requirements to qualify as a regulated investment company, including but not limited to: (i) quarterly diversification requirements; (ii) annual income qualification test; and (iii) annual distribution requirements (including avoiding application of excise taxes). Provide the results to the Fund’s chief compliance officer.

 

L. Data Feeds
Subject to the existence of authorized licensing arrangements and Instructions, Mellon will perform the following functions:

1.	Disseminate each Portfolio’s NAV, dividend and portfolio data to Fund Agents and Fund-authorized third parties (including, if a closed-end fund, the stock exchange on which the Fund is listed) and maintain quality controls necessary to ensure accuracy of the data.
2.	Provide holdings information to the Fund’s proxy voting agent on a monthly basis in support of Form N-PX preparation and filing requirements.
3.	Provide month-end data feeds at the end of the 1st business day of the new month and subsequent month-end feeds as data changes in the month-end area.
4.	Provide daily data feeds inclusive of that day’s trading activity to the Fund.
5.	Provide the necessary data feeds to retirement systems (mainframe).
6.	Provide the capability to re-transmit data feeds for past periods.
7.	Provide to Bloomberg price/cash file daily.
8.	Provide the data necessary for the Fund’s internet/intranet applications and maintain the subject matter expertise and quality controls required to ensure data accuracy.
9.	Provide the release management plan (software development lifecycle process), release cycle and prior notification of any changes that affect the data feeds.

 

M. Business Continuity

1. Provide summaries of Mellon’s disaster recovery plan for business continuity, together with summaries of any disaster recovery testing and results, with respect to those functions performed by Mellon, except that Mellon is not responsible for disaster recovery plans for business continuity with respect to any underlying system upon which Mellon relies and Mellon neither operates nor controls. Conduct and participate in pre-defined disaster recovery testing as reasonably requested.

30

Delaware Funds

N. Performance of Services by Mellon

1.	Monitor Mellon’s performance and provide a monthly performance monitoring report against mutually agreed upon metrics.
2.	Develop and implement corrective action plans in the event of service requirement defaults.

 

O. Relationship Management

1.	Provide client service support to the Fund, including access to day-to-day points of contact and to points of escalation as necessary.
2.	At a minimum, conduct semi-annual meetings with Fund management to discuss trends, technology and strategic direction.
3.	Conduct an annual meeting with Fund management to discuss the Services provided, system functionality and documentation of policies and procedures.

 

P. Books and Records

1.	Maintain the general ledger and other accounts, books and financial records of the Fund, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the Services.
2.	Comply with SEC and 1940 Act rules and regulations regarding record retention and maintenance of records on- and off-site as required.
3.	Provide the Fund’s investment adviser with view and query access to the accounting systems.
4.	Assist with the set-up of new Fund accounts and the maintenance and termination of existing Fund accounts.

 

Q. Other

1.	Provide financial administration and fund accounting support for projects and processes as needed and/or required. Examples include establishment of new registrants, series and/or classes; Fund and/or Portfolio mergers, liquidations, conversions and proxy statements; insurance policy renewals; and issues relating to the application of fees and expense waivers. In the event that completion of a project or process necessitates Mellon to expend extraordinary expenses, both parties will negotiate in good faith to compensate Mellon for all or a portion of these expenses while taking into consideration other relevant factors such as cost sharing with other Mellon clients and future revenue projections from such projects or processes.
2.	Provide operational and financial reporting support to the Fund and each Portfolio in connection with its credit facilities.
3.	As applicable, support the Fund’s transfer agent with respect to dividend re-purchase processing and communication with omnibus dealers.

31

Delaware Funds

MELLON BANK, N.A.
By:	/s/ Christopher Healy
Title:	First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP CASH RESERVE,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP INCOME FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE MONEY FUND,
on behalf of its Portfolios identified on Schedule A

32

Delaware Funds

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR INSURED FUNDS,  

on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS MUNICIPAL TRUST,  

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR INTERMEDIATE TAX-FREE FUNDS,  

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR MUTUAL FUNDS,  

on behalf of its Portfolios identified on Schedule A  

VOYAGEUR MUTUAL FUNDS II, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE GROUP GOVERNMENT FUND,  

on behalf of its Portfolios identified on Schedule A 

DELAWARE GROUP LIMITED-TERM    

GOVERNMENT FUNDS,   

on behalf of its Portfolios identified on Schedule A 

DELAWARE POOLED TRUST,   

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR MUTUAL FUNDS III,   

on behalf of its Portfolios identified on Schedule A   

VOYAGEUR TAX FREE FUNDS,  

on behalf of its Portfolios identified on Schedule A 

DELAWARE VIP TRUST,  

on behalf of its Portfolios identified on Schedule A 

DELAWARE INVESTMENTS ARIZONA 

MUNICIPAL INCOME FUND, INC. 

DELAWARE INVESTMENTS COLORADO 

INSURED MUNICIPAL FUND, INC. 

33

Delaware Funds

DELAWARE INVESTMENTS FLORIDA
INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA
MUNICIPAL INCOME FUND II, INC.
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/ Richard Salus
Title:	Chief Financial Officer

34

Delaware Funds

SCHEDULE D TO THE
FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES
AGREEMENT BETWEEN
MELLON BANK, N.A. AND THE FUNDS,
Dated October 1, 2007

LIST OF AUTHORIZED PRICING VENDORS:

Name of Vendor	Types of Securities
Interactive Data	Equities (US and Foreign), Taxable Bonds, Non Taxable Bonds, CDS
Standard & Poor’s (including JJ Kenny)	Non Taxable Bonds, Taxable Bonds
Bloomberg	Equities, Bonds, Futures, Options
Reuters	Exchange Rates, Equities, Taxable Bonds
Markit Data (via Interactive Data)	CDS and CDX Swap pricing (this is either direct or via IDC)

FAIR VALUATION INFORMATION VENDOR(S):

Name of Vendor	Types of Securities
Interactive Data Fair Value Service	Foreign Equities

LIST OF AUTHORIZED DATA INFORMATION VENDORS:

Name of Vendor	Type of Service
GICS	Security Classifications
Xcitek	Corporate Actions Notifications
S&P – CUSIP	CUSIP Database
Securities Class Action Services LLC	Class Action Notification
LSE – SEDOL License	SEDOL Database
Thomson Financial	Municipal Floating Rates

35

Delaware Funds

MELLON BANK, N.A.
By:	/s/ Christopher Healy
Title:	First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP CASH RESERVE,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP INCOME FUNDS,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE MONEY FUND,
on behalf of its Portfolios identified on Schedule A

36

Delaware Funds

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR INSURED FUNDS,  

on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS MUNICIPAL TRUST,  

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR INTERMEDIATE TAX-FREE FUNDS,  

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR MUTUAL FUNDS,  

on behalf of its Portfolios identified on Schedule A  

VOYAGEUR MUTUAL FUNDS II, 

on behalf of its Portfolios identified on Schedule A 

DELAWARE GROUP GOVERNMENT FUND,  

on behalf of its Portfolios identified on Schedule A 

DELAWARE GROUP LIMITED-TERM    

GOVERNMENT FUNDS,   

on behalf of its Portfolios identified on Schedule A 

DELAWARE POOLED TRUST,   

on behalf of its Portfolios identified on Schedule A 

VOYAGEUR MUTUAL FUNDS III,   

on behalf of its Portfolios identified on Schedule A   

VOYAGEUR TAX FREE FUNDS,  

on behalf of its Portfolios identified on Schedule A 

DELAWARE VIP TRUST,  

on behalf of its Portfolios identified on Schedule A 

DELAWARE INVESTMENTS ARIZONA 

MUNICIPAL INCOME FUND, INC. 

DELAWARE INVESTMENTS COLORADO 

INSURED MUNICIPAL FUND, INC. 

37

Delaware Funds

DELAWARE INVESTMENTS FLORIDA
INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA
MUNICIPAL INCOME FUND II, INC.
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/ Richard Salus
Title:	Chief Financial Officer

38

EX-99.D.5

Ex-99.d.5

FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT
AGREEMENT

     THIS AGREEMENT is made as of the 1st day of October, 2007, (the “Effective Date”) by and between each fund in the Delaware Investments Family of Funds listed on Schedule A (each, a “Fund” and collectively, the “Funds”), having their principal place of business at 2005 Market Street, Philadelphia, PA 19103, and Delaware Service Company, Inc. (“DSC”), a Delaware corporation having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

WHEREAS, each Fund is registered with the Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940 (the “1940 Act”);

     WHEREAS, the Funds have engaged Mellon Bank, N.A. (“Mellon”) to provide fund accounting, financial administration and related services for the Funds pursuant to the Fund Accounting and Financial Administration Services Agreement, dated as of October 1, 2007 (the “Mellon Fund Accounting Agreement”);

     WHEREAS, the Funds desire that DSC perform the fund accounting, financial administration and related services described in this Agreement for the Funds to supplement the services provided by Mellon pursuant to the Mellon Fund Accounting Agreement;

     WHEREAS, the Funds also desire that DSC establish and monitor certain service level requirements with respect to Mellon’s performance of its duties pursuant to the Mellon Fund Accounting Agreement; and

     WHEREAS, DSC is willing to perform the aforementioned services on the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Funds and DSC agree as follows:

1. Services

     DSC shall perform for each Fund and its series (including all share classes) listed in Schedule A, the fund accounting, financial administration and related services set forth in Schedule B to this Agreement (“Services”). A Fund may add to, or delete from, this Agreement a Fund series and/or class if such Fund series and/or class is added to, or deleted from, the Mellon Fund Accounting Agreement. Such addition or deletion must be evidenced by amending Schedule A. Each existing and future series of a Fund (including all share classes) covered by this Agreement is individually and collectively referred to as a “Portfolio.” DSC may perform other services for each Fund only upon terms, conditions and compensation that DSC and the Fund mutually agree to, as evidenced by an amendment to this Agreement or Schedule B. To the extent that Mellon does not consent to the addition of a new Portfolio or share class to the Mellon Fund Accounting Agreement and a different service provider is engaged to provide the fund accounting and financial administration services for such Portfolio or share class, DSC agrees to negotiate in good faith with the applicable Fund concerning the provision of the fund accounting and financial administration oversight services for such Portfolio or share class given the scope of services to be provided by the new fund accounting and financial administration service provider.

2. Compensation and Expenses

     A. In return for performing the Services, the Funds shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date.

B. The Funds will pay all of their own expenses that are incurred in the Funds’ operation and not specifically assumed by DSC. Expenses to be borne by the Funds include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ independent registered public accounting firm (“independent accountant”) and the Funds’ outside legal and tax counsel (including such counsel’s review of the Funds’ registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ registration statements on Forms N-1A, N-2, N-3, N-4, N-6, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds.

C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following:

(i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval;

2

(ii)	The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records;
(iii)	The charges for services provided by the vendors set forth on Schedule D;
(iv)	Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund;
(v)	In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and
(vi)	Any additional expenses incurred by DSC at the written direction of a Fund officer.

D. DSC shall be entitled to receive the following amounts:

(i)	Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and
(ii)	Ad hoc reporting fees billed at an agreed upon rate.

E. DSC shall bill each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement. The monthly bill shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly.

3

F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds (“DSC Services Inquiry”), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

3. Length and Termination of Agreement

     A. The term of this Agreement shall begin on the Effective Date and continue for an initial term of seven (7) years (the “Initial Term”). Unless otherwise terminated in accordance with its terms, DSC shall either (i) request that this Agreement be extended for an additional five (5) year period, or (ii) indicate that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as defined below), as the case may be, in either case by sending a written notice of its intent to the Funds no later than three (3) months prior to the fifth anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be). If DSC requests that this Agreement be extended for an additional five (5) year period and the Funds do not reject such request in writing to DSC by the sixth anniversary of the Effective Date of the Initial Term or the fourth anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall be extended for an additional five (5) year period (a “Renewal Term”). If either (a) DSC indicates that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as the case may be) by sending a written notice of its intent to the Funds no later than three (3) months prior to the fifth anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be), or (b) the Funds respond to DSC’s request to extend for an additional five (5) year period by rejecting such request in writing to DSC no later than the sixth anniversary of the Effective Date of the Initial Term or the fourth anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall terminate upon the expiration of the Initial Term or such Renewal Term (as the case may be). Notwithstanding the foregoing, this Agreement shall renew automatically in event that the Mellon Fund Accounting Agreement is renewed.

B. A party may terminate this Agreement for one or more of the following reasons, provided the terminating party provides the applicable written notice to the other party or parties of the reason for such termination:

           (i) Non-Renewal: DSC or the Funds may decline to extend the terms of this Agreement beyond the Initial Term under subparagraph A of this Section;

           (ii) Mutual Agreement: The parties may mutually agree in writing to terminate this Agreement at any time;

4

           (iii) “For Cause”: A party may terminate the Agreement “For Cause,” as defined below, by providing the other party or parties with 60 days’ advance written notice;

           (iv) Termination of Investment Manager: Upon the termination of the investment management agreement(s) between a Fund (on behalf of its Portfolio(s)) and its investment adviser, whether terminated by the investment adviser, the Fund, its board of directors/trustees or its shareholders, this Agreement shall automatically terminate; provided, however, that neither (a) a change in such Fund’s investment adviser to another investment adviser that is under common ownership with such Fund’s investment adviser or its successor, nor (b) entering into a new investment management agreement with any such investment adviser shall automatically terminate this Agreement. In event of the automatic termination of this Agreement with respect to a Fund due to the termination of such Fund’s investment management agreement, DSC agrees to negotiate in good faith with the applicable Fund in connection with DSC’s provision of Services during the transition to a new fund accounting and financial administration oversight service provider. For purposes of this subparagraph B(iv) only, the term “investment adviser” does not include any subadvisers; and

           (v) Termination of Mellon Fund Accounting Agreement: This Agreement shall automatically terminate in the event that the Mellon Fund Accounting Agreement is terminated, provided that DSC agrees to negotiate in good faith with the Funds to enter into a new fund accounting and financial administration oversight agreement reflecting the appropriate scope of services to be provided by DSC given the scope of services to be provided by Mellon’s successor as fund accounting provider.

For purposes of subparagraph (iii) above, “For Cause” shall mean:

     (a) a material breach of this Agreement that has not been remedied for 30 days following written notice by the non-breaching party or parties that identifies in reasonable detail the alleged failure of the other party or parties to perform, provided that if such default is capable of being cured, then the defaulting party or parties are entitled to such longer period as may reasonably be required to cure such default if the defaulting party or parties have commenced such cure and are diligently pursuing same, but such cure must be completed within 120 days in any event; 

     (b) when a party commits any act or omission that constitutes negligence, willful misconduct, fraud or reckless disregard of its duties under this Agreement and that act or omission results in material adverse consequences to the other party or parties;

     (c) a final, unappealable judicial, regulatory or administrative ruling or order in which the party or parties to be terminated have been found guilty of criminal or unethical behavior in the conduct of their business that directly relates to the subject matter of the Services; or 

     (d) when a party shall make a general assignment for the benefit of its creditors or any proceeding shall be instituted by or against such party to adjudicate it as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize such party, or protect or relieve such party’s debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for a substantial portion of its assets, which proceeding shall remain unstayed for sixty (60) days or such party has taken steps to authorize any of the above actions or has become unable to pay its debts as they mature.

5

     C. If this Agreement is terminated by any party (regardless of whether it is terminated pursuant to paragraph B. above or for any reason other than those specified in paragraph B. above), the Funds shall pay to DSC on or before the effective date of such termination any undisputed and unpaid fees, and shall reimburse DSC for any undisputed and unpaid out-of-pocket costs and expenses owed to DSC under this Agreement prior to its termination.

     D. If either (i) DSC terminates this Agreement with respect to a Fund at any time for any reason other than those specified in paragraph B. above, or (ii) a Fund terminates this Agreement with respect to such Fund at any time “For Cause” under subparagraph B(iii) of this Section, then DSC shall reimburse such Fund for any Costs and Expenses incurred by such Fund in connection with converting such Fund to a successor service provider with respect to the Services, including without limitation the delivery to such successor service provider, such Fund and/or other Fund service providers any of such Fund’s property, records, data, instruments and documents.

     E. If this Agreement is terminated (i) by DSC and/or the Funds, as the case may be, at any time for “nonrenewal” or “upon mutual agreement” under subparagraphs B(i) and B(ii), respectively, (ii) by DSC at any time as a result of the “termination of investment manager” under subparagraph B(iv), (iii) by the Funds at any time for any reason other than those specified in paragraph B above, or (iv) by DSC at any time “For Cause” under subparagraph B(iii) of this Section, the Funds shall reimburse DSC promptly for any Costs and Expenses incurred by DSC in connection with effecting such termination and converting the Funds to a successor service provider with respect to the Services, including without limitation the delivery to such successor service provider, the Funds and/or other Fund service providers any of the Funds’ property, records, data, instruments and documents.

     F. For purposes of this Section 3, “Costs and Expenses” incurred by a party shall mean any provable, reasonable, customary and direct costs and expenses actually incurred by such party. For purposes of this Section 3, Costs and Expenses shall not include any wind-down costs, including, without limitation, non-cancelable lease payments; severance payments due and payable to DSC or sub-contractors’ personnel; unused equipment expense; and non-cancelable payments or termination charges regarding hosting and other subcontracting services that were not incurred at the written direction of the Funds and that cannot be transferred or redeployed by DSC. Such party must provide the other party with written evidence of such costs and expenses before the other party is obligated to pay them. Such party also has a duty to mitigate, and must exercise its duty to mitigate, such costs and expenses. Except as expressly set forth in Sections 3 and 9 and Schedule C, no party hereto shall be responsible for any costs and expenses or damages of any kind whatsoever resulting from, related to or otherwise in connection with the termination of this Agreement.

6

     G. In the event of the termination of this Agreement, DSC agrees to cooperate and act in good faith to ensure an orderly transition to DSC’s successor with respect to the Services provided herein. Without limiting the generality of the foregoing sentence, DSC agrees that, in the event that this Agreement is terminated by a party or the parties, DSC shall deliver a Fund’s or the Funds’ property, records, data, instruments and documents to such Fund or Funds, its or their successor service providers and/or its or their other service providers, as the case may be, in a non-proprietary, commercially available format.

     H. The termination of this Agreement with respect to any given Fund or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Fund or Portfolio.

4. Amendments, Assignment and Delegation

     A modification of this Agreement (which term includes all Schedules) will be effective only if in writing and signed by the parties. No party shall assign the rights or delegate the duties pursuant to this Agreement without the prior written consent of the other party or parties, except as follows:

(i)	DSC may employ such person or persons it may deem desirable to assist it in performing the Services without notice to the Funds;
(ii)	DSC may hire a third party to assist it in performing the Services (each a “Subcontractor”). DSC shall obtain the Funds’ prior written consent before DSC engages a Subcontractor to provide significant services or functions to assist DSC in performing the Services under this Agreement;
(iii)	DSC may delegate one or more of the functions or assign this Agreement to any direct or indirect majority-owned affiliate of Lincoln National Corporation with prior written notice to the Funds; and
(iv)	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 DSC’s consent. For purposes of the this sub-paragraph 4(iv), the term “investment adviser” does not include any sub-advisers.

     With respect to the delegation of duties under (i), (ii) and (iii) above, DSC shall: (a) be responsible for the acts or omissions of such persons, Subcontractors or affiliates to the same extent as DSC’s own acts or omissions under this Agreement; (b) be responsible for the compensation of such persons, Subcontractors or affiliates; and (c) not be relieved of any of its responsibilities under this Agreement by virtue of the use of such persons, Subcontractors or affiliates. However, if the Funds instruct DSC to engage a specific Subcontractor for the performance of any of the Services, DSC will not be responsible for any acts or omissions by, or compensation payable to, such Subcontractor.

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     This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

5. Documentation

     Each Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of the following documents, current as of the Effective Date of this Agreement:

(i)	The Articles of Incorporation, Agreement and Declaration of Trust, Partnership Agreement, or other similar charter document, as relevant, evidencing the Fund’s form of organization and any current amendments thereto;
(ii)	The By-Laws or procedural guidelines of the Fund;
(iii)	Any resolution or other action of the Fund or the Fund’s board establishing or affecting the rights, privileges or other status of any class of shares of a Portfolio, or altering or abolishing any such class;
(iv)	A copy of a resolution of the Fund board appointing DSC to provide the Services for each Portfolio and authorizing the execution of this Agreement and its Schedules;
(v)	A copy of the Fund’s currently effective prospectus(es) and statement(s) of additional information (“Registration Statement”) under the Securities Act of 1933 (the “1933 Act”) and 1940 Act;
(vi)	Copies of all pertinent Fund policies and procedures that affect the Services that DSC is to provide under this Agreement, including, but not limited to, those relating to valuation, pricing, Section 2(a)(41) of the 1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and “as-of” processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist); and
(vii)	Such other documents that DSC reasonably believes to be necessary or appropriate in the proper performance of the Services, subject to the agreement of the Fund, which shall not be unreasonably withheld.

6. Representations and Warranties of the Funds

Each Fund represents and warrants the following:

8

     A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

     B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement.

     C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement. The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law.

     D. The execution and delivery of this Agreement have been authorized by the Fund’s directors/trustees and signed by an authorized Fund officer, acting as such, and neither such authorization by the Fund directors/trustees nor such execution and delivery by the Fund officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Fund directors/trustees or shareholders, but bind only the property of the Fund, as provided in its charter documents.

7. Representations and Warranties of DSC

DSC represents and warrants to the Funds the following:

A. DSC is duly organized as a corporation in the State of Delaware; is in good standing; and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

     B. DSC has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against DSC; and DSC has all necessary registrations and/or licenses necessary to perform the Services described in Schedule B.

     C. There is no pending or threatened legal proceeding or regulatory action that would materially impair DSC’s ability to provide the Services. DSC’s performance of the Services will not conflict with or result in a breach of any of the terms or provisions of any agreement to which DSC is a party or bound, and does not violate any applicable law to which DSC is subject.

     D. DSC has completed, obtained and performed all registrations, filings, approvals, and authorizations, consents or examinations required by any government or governmental authority to which DSC is subject, to perform the Services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect.

9

     E. DSC will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of DSC’s duties and responsibilities under this Agreement.

     F. DSC has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to DSC’s delivery of the Services) to safeguard the Funds’ records and data and DSC’s records, data, equipment facilities and other property that DSC uses in the performance of its obligations hereunder from loss or damage attributable to fire, theft, or any other cause, and DSC will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations hereunder.

     EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES UNDER THIS AGREEMENT OR THE PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).

8. Standard of Care

     DSC shall act in good faith and exercise reasonable care in performing the Services under this Agreement. DSC’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against DSC hereunder. In that regard, DSC shall have no responsibility for the actions or activities of any other party, including service providers, except as provided in Section 4.

9. Indemnification and Limitation of Liability

     A. DSC will not be liable to the Funds for any loss incurred by the Funds as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, DSC under the Agreement in the absence of fraud, negligence or willful misconduct of DSC or the reckless disregard of its duties under the Agreement.

     B. DSC agrees to indemnify, defend and hold harmless the Funds, their trustees, directors, officers, employees, agents and nominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, “Losses”) resulting directly and proximately from DSC’s fraud, negligence or willful misconduct in the performance of the Services, or reckless disregard of its duties under this Agreement.

     C. In order for these indemnification provisions to apply, a party or parties seeking indemnification or to be held harmless shall fully and promptly advise the indemnifying party or parties in writing of all pertinent facts concerning the situation in question. The party or parties seeking indemnification will use reasonable care to identify and notify the indemnifying party or parties in writing promptly concerning any situation which presents or appears likely to present the probability of an indemnification claim. However, failure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties are materially prejudiced by such failure. As to any matter eligible for indemnification, the indemnified party or parties shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or confess judgment without the consent of the indemnifying party or parties, which consent shall not be withheld or delayed unreasonably.

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     D. The indemnifying party or parties shall be entitled to participate in the defense at their own expense, or assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, they shall be conducted by counsel of their choosing that is reasonably satisfactory to the indemnified party or parties; the indemnified party or parties shall bear the fees and expenses of any additional counsel they retain. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse the indemnified party or parties for the reasonable fees and expenses of any counsel the indemnified party or parties retain, which is reasonably satisfactory to the indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of the indemnified party or parties (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault.

     E. The parties shall have a duty to mitigate damages for which the other party or parties may become responsible.

     F. No party hereto shall be liable to any other party for any special, indirect, incidental or consequential damages of any kind whatsoever. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE FUNDS, DSC, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), LOSS OF BUSINESS, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Books and Records, Retention and Rights of Ownership

     A. DSC shall maintain on behalf of the Funds all books and records which are customary or which are legally required to be kept in connection with DSC’s performance of Services, including without limitation those required by Rules 31a-1 and 31a-2 under the 1940 Act (“Records”) to the extent that such Records are not maintained by Mellon in connection with the Mellon Fund Accounting Agreement. DSC will prepare and maintain such Records at the Funds’ expense, and the Records shall be the Funds’ property. DSC will make the Records available for inspection by the SEC, including giving the SEC access to the Records, and otherwise surrender the Records promptly in accordance with Rule 31a-3 under the 1940 Act. DSC will allow the Funds and their authorized persons and representatives to review the Records during DSC’s normal business hours or, upon reasonable notice, at such other times as the Funds may request.

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     B. Notwithstanding the foregoing, all computer programs, systems and procedures employed or developed by or on behalf of DSC, or on behalf of DSC by system providers or vendors used by DSC, to perform the Services that are not Records are the sole and exclusive property of DSC.

11. Reports

     A. DSC shall furnish reports to the Funds, their other service providers, their broker/dealers and to others that the Funds designate in writing at such times as are prescribed pursuant to this Agreement to be provided or completed by DSC, or as subsequently agreed upon by the parties pursuant to this Agreement or any amendment thereto.

     B. DSC will provide reasonable access to the Funds’ independent accountant as well as internal auditors employed by the Funds’ administrator or affiliate to periodically perform a reasonable review of DSC’s internal controls and procedures relevant to the Services.

12. Notices

     Any communication, notice or demand pursuant to this Agreement shall be properly addressed, in writing and delivered by personal service (including express or courier service), registered or certified mail, or by facsimile with proof of proper transmission and a means for confirmation of delivery to recipient, as follows:

If to DSC:

Delaware Service Company, Inc. 
2005 Market Street 
Philadelphia, PA 19103-7094

Attention: General Counsel

Telephone: (215) 255-1360 
Facsimile: (215) 255-1131

If to the Funds:

Delaware Investments Family of Funds 
2005 Market Street 
Philadelphia, PA 19103

Attention: General Counsel

Telephone: (215) 255-1360 
Facsimile: (215) 255-1131

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With a copy to:

Stradley Ronon Stevens & Young, LLP 
2600 One Commerce Square 
Philadelphia, PA 19103

Attention: Mark A. Sheehan, Esq.

Telephone: (215) 564-8027 
Facsimile: (215) 564-8120

13. Advice and Reliance

     A. DSC may consult with DSC’s or the Funds’ counsel, independent accountant and other experts with respect to any matter arising in connection with the Services performed by DSC, and DSC shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with the advice of such counsel, independent accountant or other experts. DSC shall in no event be liable to the Funds or any Fund shareholder or beneficial owner for any action reasonably taken pursuant to such advice.

     B. DSC agrees to cooperate with the Funds’ independent accountant, to reasonably support the independent accountant’s engagement with the Funds, and to provide the independent accountant reasonable access to the Records. DSC also agrees to provide periodic sub-certifications to each Fund’s chief compliance officer and certifying principal executive and financial officers relating to the Services DSC performs, based on a form of sub-certification that DSC and the Funds mutually and reasonably agree to, and subject to such limitations as may be reasonable or necessary to not make a material misstatement, omission or untrue statement of fact.

14. Compliance with Law

     A. In performing the Services, DSC shall comply with all applicable laws, and its standard of performance shall be in accord with such standards as may be imposed by law and the requirements of all regulatory authorities.

B. DSC shall use commercially reasonable efforts to make its employees who are responsible for providing the Services (“Relevant Employees”) available to federal, state and local governmental and regulatory and supervisory authorities having jurisdiction over the performance of the Services (“Governmental Authorities”) as may be required by such Governmental Authorities pursuant to applicable law, subpoena or order, and as may be requested by any Governmental Authorities on behalf of or with respect to the Funds or any of their affiliates or as may be requested by the Funds to be made available to such Governmental Authorities.

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15. Governing Law and Jurisdiction

     This Agreement and performance hereunder and all suits and proceedings hereunder shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to conflict of law principles. Each of the parties to this Agreement expressly and irrevocably submits to the exclusive jurisdiction of the courts of Pennsylvania and waives any claims of inconvenient forum or venue. To the extent that the laws of the Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940 Act, the applicable provisions of the 1940 Act shall control.

16. Services Not Exclusive

     A. DSC’s Services are not exclusive to the Funds and DSC shall be free to render similar services to others.

     B. DSC shall perform the Services solely as an independent contractor and no joint venture, partnership, employment, agency or any other relationship is intended, accomplished or embodied in this Agreement.

     C. In performing the Services, DSC is acting solely on behalf of the Funds and no contractual or service relationship shall be deemed to be established between DSC and any other person, including without limitation the custodian and Fund shareholders.

17. Force Majeure and Uncontrollable Events

     DSC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Funds’ reasonable request, DSC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. Notwithstanding the foregoing or any other provision of this Agreement, DSC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, business interruption, delay or any other loss whatsoever caused by “Force Majeure Events.” “Force Majeure Events” are events beyond the reasonable control of DSC, its agents and its Subcontractors. In the event of Force Majeure Events, or any disaster that causes a business interruption, DSC shall act in good faith and follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize service interruptions.

18. Severability

     If any provision of this Agreement shall be held or made invalid, the remainder of this Agreement and the parties’ rights and obligations under it shall not be affected by such action, and the invalid provisions of the Agreement shall be deemed to be severable only in the jurisdiction that so determines.

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19. Survivability

     The following provisions shall survive beyond the expiration and termination of this Agreement:

• All compensation provisions, including Section 2 Compensation and Expenses, Section 3.C regarding termination fees and expenses, and Schedule C;  
   
• Section 4. Amendments, Assignment and Delegation;
   
• Section 6. Representations and Warranties of the Funds;  
   
• Section 7. Representations and Warranties of DSC;
   
• Section 9. Indemnification and Limitation of Liability;
   
• Section 10. Books and Records, Retention and Rights of Ownership;
   
• Section 17. Force Majeure and Uncontrollable Events; and
   
• Section 18. Severability.

20. Confidential Information

     “Confidential Information” of a party shall be maintained confidential by any other party, and shall include: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or DSC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Fund or DSC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documents, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; (d) non-public portfolio holdings information of a Portfolio; and (e) anything designated as confidential. DSC shall maintain adequate safeguards to prevent the use of the Confidential Information by DSC, its employees, Subcontractors and affiliates for any purpose other than performing the Services under this Agreement. DSC also shall maintain adequate safeguards to limit the dissemination of a Portfolio’s non-public portfolio holdings information to third parties (x) that assist DSC in the performance of the Services under this Agreement and have entered into a confidentiality agreement no less restrictive than the terms in this Agreement and (y) with the prior written consent of an officer of the applicable Fund.

15

     However, Confidential Information shall not be subject to such confidentiality obligations if it: (a) is already known to a receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of a receiving party; (c) is rightfully received from a third party who, to the best of a receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by a protected party to a third party without restriction; (e) is required to be disclosed pursuant to a Fund’s Registration Statement or by a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the disclosing party will promptly provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against a receiving party; or (g) has been or is independently developed or obtained by a receiving party.

21. Contract Terms To Be Exclusive

     This Agreement constitutes the complete agreement of the parties about the covered subject matter, and supersedes all prior negotiations, understandings and agreements bearing upon the covered subject matter.

22. Waiver

     A party’s waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. A party’s failure to insist upon strict adherence to any provision of the Agreement shall not constitute a waiver or deprive such party of the right to insist upon strict adherence to such provision.

23. Counterparts and Reproduction of Documents

This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together evidence the entire Agreement. This Agreement and any amendments may be reproduced by any commercially acceptable process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceedings, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement facsimile or further reproduction of such reproduction shall be likewise admissible in evidence.

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24. Miscellaneous

     Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

DELAWARE INVESTMENTS	DELAWARE SERVICE COMPANY, INC.
FAMILY OF FUNDS (as listed on Schedule A)
By: /s/ Richard Salus	By: /s/ Richard Salus
Name: Richard Salus	Name: Richard Salus
Title: Chief Financial Officer	Title: Senior Vice President

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SCHEDULE A
TO THE FUND ACCOUNTING
AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN
DELAWARE SERVICE COMPANY, INC. AND
DELAWARE INVESTMENTS FAMILY OF FUNDS
Dated October 1, 2007

OPEN-END FUNDS

Delaware Group Adviser Funds 
Delaware Diversified Income Fund 
Delaware U.S. Growth Fund Delaware Group Cash Reserve 
Delaware Cash Reserve Fund Delaware Group Equity Funds I 
Delaware Balanced Fund Delaware Group Equity Funds II 
Delaware Large Cap Value Fund 
Delaware Value Fund Delaware Group Equity Funds III 
Delaware American Services Fund 
Delaware Small Cap Growth Fund 
Delaware Trend Fund Delaware Group Equity Funds IV 
Delaware Large Cap Growth Fund 
Delaware Growth Opportunities Fund 
Delaware Global Real Estate Securities Fund 
Delaware Healthcare Fund Delaware Group Equity Funds V 
Delaware Dividend Income Fund 
Delaware Small Cap Core Fund 
Delaware Small Cap Value Fund Delaware Group Foundation Funds 
Delaware Aggressive Allocation Portfolio 
Delaware Moderate Allocation Portfolio 
Delaware Conservative Allocation Portfolio Delaware Group Income Funds 
Delaware Corporate Bond Fund 
Delaware Delchester Fund 
Delaware Extended Duration Bond Fund 
Delaware High-Yield Opportunities Fund Delaware Group Government Fund 
Delaware Core Plus Bond Fund 
Delaware Inflation Protected Bond Fund Delaware Group Limited-Term Government Funds 
Delaware Limited-Term Diversified Income Fund 
(formerly, Delaware Limited-Term Government Fund) Delaware Group State Tax-Free Income Trust 
Delaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free Fund 
Delaware Tax-Free USA Fund 
Delaware Tax-Free USA Intermediate Delaware Group Tax-Free Money Fund 
Delaware Tax-Free Money Fund Delaware Group Global & International Funds 
Delaware Emerging Markets Fund 
Delaware Global Value Fund 
Delaware International Value Equity Fund Voyageur Insured Funds 
Delaware Tax-Free Minnesota Insured Fund 
Delaware Tax-Free Arizona Fund Delaware Investments Municipal Trust 
Delaware Tax-Free Florida Insured Fund Voyageur Intermediate Tax-Free Funds 
Delaware Tax-Free Minnesota Intermediate Fund Voyageur Mutual Funds 
Delaware Minnesota High-Yield Municipal Bond Fund 
Delaware National High-Yield Municipal Bond Fund 
Delaware Tax-Free California Fund 
Delaware Tax-Free Idaho Fund 
Delaware Tax-Free New York Fund Voyageur Mutual Funds II 
Delaware Tax-Free Colorado Fund Voyageur Mutual Funds III 
Delaware Large Cap Core Fund 
Delaware Select Growth Fund Voyageur Tax Free Funds 
Delaware Tax-Free Minnesota Fund

OPEN-END FUNDS (con’t)

Delaware Pooled TrustThe Large-Cap Growth Equity Portfolio 
The Large-Cap Value Equity Portfolio 
The Mid-Cap Growth Equity Portfolio 
The Small-Cap Growth Equity Portfolio 
The Focus Smid-Cap Growth Equity Portfolio 
The Smid-Cap Growth Equity Portfolio 
The Real Estate Investment Trust Portfolio 
The Real Estate Investment Trust Portfolio II 
The All-Cap Growth Equity Portfolio 
The International Equity Portfolio 
The Labor Select International Equity Portfolio 
The Emerging Markets Portfolio 
The Global Real Estate Securities Portfolio 
The Intermediate Fixed Income Portfolio 
The Core Focus Fixed Income Portfolio 
The High-Yield Bond Portfolio 
The Core Plus Fixed Income Portfolio 
The Global Fixed Income Portfolio 
The International Fixed Income Portfolio Delaware VIP Trust 
Delaware VIP Balanced Series 
Delaware VIP Capital Reserves Series 
Delaware VIP Cash Reserve Series 
Delaware VIP Diversified Income Series 
Delaware VIP Emerging Markets Series 
Delaware VIP Growth Opportunities Series 
Delaware VIP High Yield Series 
Delaware VIP International Value Equity Series 
Delaware VIP REIT Series 
Delaware VIP Select Growth Series 
Delaware VIP Small Cap Value Series 
Delaware VIP Trend Series 
Delaware VIP U.S. Growth Series
Delaware VIP Value Series

CLOSED-END FUNDS

Delaware Investments Arizona Municipal Income Fund, Inc. Delaware Investments Colorado Insured Municipal Fund, Inc. Delaware Investments Florida Insured Municipal Income Fund, Inc. Delaware Enhanced Global Dividend and Income Fund Delaware Investments Minnesota Municipal Income Fund II, Inc. Delaware Investments Dividend and Income Fund, Inc. Delaware Investments Global Dividend and Income Fund, Inc.

19

SCHEDULE B
TO THE FUND ACCOUNTING
AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN
DELAWARE SERVICE COMPANY, INC. AND
DELAWARE INVESTMENTS FAMILY OF FUNDS
Dated October 1, 2007

     DSC shall perform for each Fund and each of its Portfolios the following fund accounting, financial administration and related services. Unless otherwise noted, capitalized terms used herein shall have the same meanings assigned to them in the Agreement.

A. Valuations

1.	Participate on the Fund’s fair value committee, manage the committee’s decision-making process and provide Mellon with fair value pricing decisions.
2.	Provide oversight of the Fund’s pricing process, including maintaining a relationship with pricing vendors, providing Mellon with sources for prices obtained through broker/dealer quotes, and reviewing stale pricing reports.
3.	Verify that the daily net asset value (“NAV”) is disseminated to interested parties; facilitate resolution of NAV errors, and ensure that corrective action is implemented, if necessary; review procedures with Mellon to verify that appropriate controls are in place.
4.	Subject to the oversight and approval, if necessary, of the Fund’s Board, select pricing vendors and negotiate and maintain contracts with such vendors for the benefit of the Fund.

B. Calculation and Payment of Expenses

1.	Process and pay invoices on behalf of the Fund until the date Mellon assumes responsibility for paying approved invoices; effective as of such date, approve bills for payment by Mellon and provide Mellon with allocation instructions and wire instructions.
2.	Provide Mellon with information on the amount of directors’/trustees’ fees to be accrued and the methodology for allocating these expenses among the Portfolios.
3.	Issue checks on behalf of the Fund to directors/trustees for director/trustee compensation (net of Philadelphia city wage tax) and for reimbursement of meeting expenses; remit Philadelphia city wage tax on behalf of directors/trustees with respect to such payments.
4.	Provide Mellon with asset-based fee information on an annual basis, promptly notify Mellon of any changes impacting these fees, and review and approve Mellon’s fee calculations based on timeframes detailed in the applicable Service Level Document (as defined below).
5.	Provide Mellon with any applicable expense limitations and review Portfolio expenses to ensure that expense limitations have been properly implemented.
6.	Review budget assumptions employed by Mellon for new and existing Portfolios, inform Mellon of any significant new items requiring accrual or changes to current accruals, and review the over accruals/under accruals and approve non-routine adjustments to journal entries before the year-end excise tax period.

C. Financial Reporting

1.	Manage certifications and sub-certification process as required for financial reports, data and processes.
2.	Review financial reporting information provided by Mellon for prospectuses, statements of additional information and other disclosure documents and coordinate completion of financial administration responsibilities.

3.	Review reports on Form N-CSR, Form N-SAR and Form N-Q for accuracy, completeness, and proper financial disclosures in conjunction with Mellon. Participate in review by, and resolution of comments from, external auditors when necessary or appropriate.
4.	If a closed-end fund, analyze financial data and coordinate tender offer process with Fund management and the investment manager’s legal department, the investment manager’s investment team and Mellon.
5.	Support Form N-SAR reporting by completing and reviewing responses to financial questions.
6.	Provide financial data for inclusion in board reports, and furnish direction to Mellon regarding board reporting requirements. Review financial information included in board reports prior to distribution.
7.	In conjunction with Mellon, provide analysis and recommendations regarding the impact of new accounting pronouncements on the Fund.

D. Portfolio Securities Transactions and Trade Operations

1.	Coordinate notification of, and responses to, voluntary corporate actions between Mellon and the investment manager’s investment team. Facilitate and ensure issues resolution.
2.	Maintain data requirements for order management and trading systems, including, but not limited to, XIP, Predator, Bloomberg, and Long-Term Trade.
3.	Ensure that information on executed trades is provided to Mellon, broker/dealers and agents, including information on trades not executed through trading systems (e.g., derivatives, swaps and currency contracts). Confirm executed trades with broker/dealers and agents.
4.	Provide support and trade maintenance for soft dollar transactions.
5.	Provide ad hoc support for trading systems, including testing and implementation of enhancements and modifications.
6.	Manage trade settlement processes between the custodians and broker/dealers for Fund for standard trades, next day settlements, cash trades and mortgage-backed securities.
7.	Maintain relationships with custodian banks in support of trade settlement processes.

E. Dividends and Distributions

1.	Review dividend projections prepared by Mellon, prepare Section 19(a) notices and coordinate with the investment manager’s legal department to prepare press releases regarding dividends and distributions.
2.	Coordinate dividend process with Mellon, the Fund’s transfer agent, Fund management, and the investment manager’s legal department.
3.	Ensure timely payout of Fund distributions for both net income and capital gains, and verify appropriate and timely dissemination of data to interested parties. Conduct summary level review of distribution calculations and amounts.

F. Reconciliation and Cash Management

1.	Review cash and principal assets reconciliation reports to mitigate potential NAV impacts resulting from cash, position or share discrepancies.
2.	Monitor the daily delivery of investable cash information to the investment manager’s investment team and respond to questions and ensure timely resolution of issues. Act as liaison between the investment manager’s investment team and Mellon.

G. Fund Performance Information

1. Provide oversight for timely dissemination of performance information and conduct trend analysis review on performance information.

H. Audit Support

1.	In coordination with Mellon, participate in planning and execution of external audits and coordinate and participate in responses to inquiries from external auditor.
2.	Receive and maintain copy of external audit correspondence.

I. Tax Reporting and Consulting

1.	Provide detailed review of all federal, state and city tax returns and ancillary schedules, including year-end excise tax distributions.
2.	Provide consulting services, including interpretation of applicable regulations, to the Fund and Mellon regarding tax diversification.
3.	Ensure that all tax returns are filed in accordance with filing deadlines and maintain copies of tax returns, including proof of timely mailing.
4.	Monitor and be familiar with new and proposed tax legislation through membership in the Investment Company Institute’s tax committee and other legal, financial and trade organizations. Provide analysis and recommendations regarding the impact of new tax legislation on the Fund.
5.	Prepare non-shareholder tax forms, as required, including Form 1099, for each member of the board of directors/trustees.
6.	Review and provide comments on the tax-related sections of shareholder reports, Section 19(a) notices, prospectuses, statements of additional information and other disclosure documents, and audit work preparation.

J. Compliance Monitoring

1.	Ensure that diversification tests are completed as prescribed by Internal Revenue Service and Securities and Exchange Commission regulations. Facilitate corrective action with the investment manager’s investment team as necessary.
2.	Ensure compliance with Subchapter M and Section 4982 of the Internal Revenue Code.

K. Data Feeds

1. Participate in managing the dissemination of Fund data to third parties by furnishing Mellon with details regarding new requests and notification of changes to Fund and Fund management.

L. Performance of Services by Mellon

1.	Establish and monitor certain service level requirements as detailed in the service level documents (each a “Service Level Document”) entered into between DSC and Mellon with respect to Mellon’s performance of its duties pursuant to the Mellon Fund Accounting Agreement with the Fund.
2.	Evaluate Mellon’s performance against the mutually agreed upon requirements as detailed in the applicable Service Level Document and recommend adjustments as necessary.
3.	Conduct periodic due diligence review of Mellon’s processes as detailed in the applicable Service Level Document.

4. Ensure that corrective action plans are developed and implemented by Mellon as a result of a service requirement default as detailed in the applicable Service Level Documents.

M. Business Continuity

1. Confirm the adequacy of disaster recovery plans with respect to systems and processes of third party vendors selected by the Fund or DSC and relating to fund accounting and financial administration.

N. Relationship Management

1.	Participate in meetings with Mellon to discuss trends, technology and strategic direction, and report pertinent information to the Fund board.
2.	Represent interests of Fund board at annual meeting with Mellon to discuss services provided, system functionality and policy/procedural documentation.

O. Other

1.	Review leverage requirements and manage credit facilities on behalf of the Fund.
2.	Monitor the flow of information between Mellon and the Fund’s proxy voting agent. In order to ensure proper voting of proxies received in connection with securities held by the Portfolio(s), review the Fund’s proxy voting summaries, which will be prepared by Mellon from the records of the proxy voting agent.
3.	If a closed-end fund, act as liaison between Mellon and the investment manager’s investment team, Moody’s Investor Services, Standard & Poor’s and the investment manager’s compliance department for closed-end ratings agency tests, ensuring that communication and corrective action protocols are maintained.
4.	Arrange in good faith for the amendment of the Mellon Fund Accounting Agreement or the negotiation of new contractual arrangements with another service provider with respect to new fund accounting or financial administration services requested by the Funds or required by applicable law after the date of this Agreement.

SCHEDULE C
TO THE FUND ACCOUNTING
AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
BETWEEN 
DELAWARE SERVICE COMPANY, INC. AND
DELAWARE INVESTMENTS FAMILY OF FUNDS
Dated October 1, 2007

Annual Fees

The Funds shall pay to DSC the following Annual Fees (which are based on the aggregate average daily net assets of the Funds):

Average Daily Net Assets	Annual Fees
First $30 billion of average daily net assets	0.0050%
Next $10 billion of average daily net assets	0.0045%
Next $10 billion of average daily net assets	0.0040%
Over $50 billion of average daily net assets	0.0025%

SCHEDULE D
TO THE FUND ACCOUNTING
AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
BETWEEN 
DELAWARE SERVICE COMPANY, INC. AND
DELAWARE INVESTMENTS FAMILY OF FUNDS
Dated October 1, 2007

LIST OF AUTHORIZED PRICING VENDORS:

Name of Vendor	Types of Securities
Interactive Data	Equities (US and Foreign), Taxable Bonds,
	Non Taxable Bonds, CDS
Standard & Poor’s (including JJ Kenny)	Non Taxable Bonds, Taxable Bonds
Bloomberg	Equities, Bonds, Futures, Options
Reuters	Exchange Rates, Equities, Taxable Bonds
Markit Data (via Interactive Data)	CDS and CDX Swap pricing (this is either
	direct or via IDC)

FAIR VALUATION INFORMATION VENDOR(S):

Name of Vendor	Types of Securities
Interactive Data Fair Value Service	Foreign Equities

LIST OF AUTHORIZED DATA INFORMATION VENDORS:

Name of Vendor	Type of Service
GICS	Security Classifications
Xcitek	Corporate Actions Notifications
S&P – CUSIP	CUSIP Database
Securities Class Action Services LLC	Class Action Notification
LSE – SEDOL License	SEDOL Database
Thomson Financial	Municipal Floating Rates

EX-99.D.6

Ex-99.d.6

Delaware Funds

MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT

     THIS AGREEMENT, effective as of the 20^th day of July, 2007, and is by and between each investment company listed on Appendix D (referred to herein individually as the “Fund” and collectively, as the “Funds”) and MELLON BANK, N.A. (referred to herein as the “Custodian”) a national banking association with its principal place of business atOne Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258. As a matter of administrative convenience, this Agreement is entered into by and between the Custodian and multiple Funds, each on behalf of their respective Series (as hereinafter defined). Nevertheless, this Agreement shall be construed to constitute a separate Agreement between each such Fund, on behalf of its Series, and the Custodian. As such, the term Fund is used in the singular herein.

WITNESSETH:

     WHEREAS, the Fund is authorized to issue shares in separate series with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made the Series listed on Appendix D subject to this Agreement (each such series, together with all other series subsequently established by the Fund and made subject to the Agreement in accordance with the terms hereof, shall be referred to as a “Series” and collectively as the “Series”);

     WHEREAS, the Fund and the Custodian desire to set forth their agreement with respect to the custody of the Series’ Securities and cash and the processing of Securities transactions;

     WHEREAS, the Board desires to delegate certain of its responsibilities for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 to the Custodian as a Foreign Custody Manager;

     WHEREAS, the Custodian agrees to accept such delegation with respect to Assets; and

     WHEREAS, the Custodian agrees to perform the function of a Primary Custodian under Rule 17f-7;

NOW THEREFORE, the Fund and the Custodian agree as follows:

DEFINITIONS

     The following words and phrases, unless the context requires otherwise, shall have the following meanings:

1.“Act”: the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time.

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2.“Agreement”: this agreement and any amendments.

3.“Assets”: any Securities and other assets and investments of the Fund and/or Series, including foreign currencies and investments for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund’s and/or Series’ transactions in such investments.

4.“Authorized Person”: any person, whether or not any such person is an officer or employee of the Fund, duly authorized by the Fund to add or delete jurisdictions pursuant to Article II and to give Instructions on behalf of a Series which is listed in the Certificate annexed hereto as Appendix A or such other Certificate as may be received by the Custodian from time to time.

5.“Board”: the Board of Directors/Trustees (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of the Fund.

6.“Book-Entry System”: the Federal Reserve/Treasury book-entry system for United States and federal agency Securities, its successor or successors and its nominee or nominees.

7.“Business Day”: any day on which the Series, the Custodian, the Book-Entry System and appropriate clearing corporation(s) are open for business.

8.“Certificate”: any notice, instruction or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is actually received by the Custodian and signed on behalf of a Series by an Authorized Person or Persons designated by the Board to issue a Certificate.

9.“Eligible Securities Depository”: the meaning of the term set forth in Rule 17f-7(b)(1).

10.“Foreign Countries”: the jurisdictions listed on Appendix C for which the Custodian makes available Foreign Custodians, as such list may be amended from time to time in accordance with Article II.

11.“Foreign Custodian”: (a) a banking institution or trust company incorporated or organized under the laws of a country other than the United States, that is regulated as such by the country’s government or an agency of the country’s government; (b) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank-holding company; or (c) any entity, other than a Securities Depository, with respect to which exemptive or no-action relief has been granted by the Securities and Exchange Commission to act as an eligible foreign custodian under Rule 17f-5. For the avoidance of doubt, the term “Foreign Custodian” shall not include Euroclear, Clearstream, Bank One or any other transnational system for the central handling of securities or equivalent book-entries regardless of whether or not such entities or their service providers are acting in a custodial capacity with respect to Assets, Securities or other property of the Series.

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12.“Foreign Custody Manager”: the meaning set forth in Rule 17f-5(a)(3).

13.“Instructions”: (i) all directions to the Custodian from an Authorized Person pursuant to the terms of this Agreement; (ii) all directions by or on behalf of the Fund to the Custodian in its corporate capacity (or any of its affiliates) with respect to contracts for foreign exchange; (iii) all directions by or on behalf of the Fund pursuant to an agreement with Custodian (or any of its affiliates) with respect to benefit disbursement services or information or transactional services provided via a web site sponsored by the Custodian (or any of its affiliates) (e.g., the “Workbench web site”) and (iv) all directions by or on behalf of the Fund pursuant to any other agreement or procedure between the Custodian (or any of its affiliates) and the Fund, if such agreement or procedure specifically provides that authorized persons thereunder are deemed to be authorized to give instructions under this Agreement. Instructions shall be in writing, transmitted by first class mail, overnight delivery, private courier, facsimile, or shall be an electronic transmission subject to the Custodian’s policies and procedures, other institutional delivery systems or trade matching utilities as directed by an Authorized Person and supported by the Custodian, or other methods agreed upon in writing by the Fund and Custodian. The Custodian may, in its discretion, accept oral directions and instructions from an Authorized Person and may require confirmation in writing. However, where the Custodian acts on an oral direction prior to receipt of a written confirmation, the Custodian shall not be liable if a subsequent written confirmation fails to conform to the oral direction.

14.“Primary Custodian”: the meaning set forth in Rule 17f-7(b)(2).

15.“Prospectus”: a Series' current registration statement, including the prospectus and statement of additional information, relating to the registration of the Shares under the Securities Act of 1933, as amended, and the Act.

16.“Risk Analysis”: the analysis required under Rule 17f-7(a)(1)(i)(A).

17.“Rules 17f-4, 17f-5 and 17f-7”: such Rules as promulgated under Section 17(f) of the Act, as such rules (and any successor rules or regulations) may be amended from time to time.

18.“Security” or “Securities”: bonds, debentures, notes, stocks, shares, evidences of indebtedness, and other securities, commodities, interests and investments from time to time owned by the Series.

19.“Securities Depository”: a system for the central handling of securities as defined in Rule 17f-4.

20.“Shares”: shares of each Series, however designated.

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ARTICLE I. – CUSTODY PROVISIONS

1.Appointment of Custodian. The Board appoints the Custodian, and the Custodian accepts appointment, as custodian of all the Assets at the time owned by or in the possession of the Series during the period of this Agreement. The Board shall not appoint any other custodian for any Assets of any Series during the Initial Term.

2.Custody of Cash and Securities.

     a. Receipt and Holding of Assets. The Series will deliver or cause to be delivered to the Custodian all Assets owned by it at any time during the period of this Custody Agreement. The Custodian will not be responsible for such Assets until actually received. The Board specifically authorizes the Custodian to hold Assets or other property of the Series with any domestic subcustodian or Securities Depository, and Foreign Custodians or Eligible Securities Depositories in the Foreign Countries as provided in Article II, as may be directed by the Fund or its investment adviser or subadviser, as the case may be. Assets of the Series deposited in a Securities Depository or Eligible Securities Depositories will be reflected in an account or accounts which include only assets held by the Custodian or a Foreign Custodian for its customers.

     b. Disbursements of Cash and Delivery of Securities. The Custodian shall disburse cash or deliver out Securities only for the purposes listed below. Instructions must specify or evidence the purpose for which any transaction is to be made and the Series shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the Series:

(1)In payment for Securities purchased for the applicable Series;

(2)In payment of dividends or distributions with respect to Shares;

          (3)In payment for Shares which have been redeemed by the applicable Series;

(4)In payment of taxes;

          (5)When Securities are sold, called, redeemed, retired, or otherwise become payable;

          (6)In exchange for, or upon conversion into, other securities alone or other securities and cash pursuant to any plan or merger, consolidation, reorganization, recapitalization, readjustment or other similar transactions;

          (7)Upon conversion of Securities pursuant to their terms into other securities;

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(8)Upon exercise of subscription, purchase or other similar rights represented by Securities;

          (9)For the payment of interest, management or supervisory fees, distributions or operating expenses;

          (10)In payment of fees and in reimbursement of the expenses and liabilities of the Custodian attributable to the applicable Series;

          (11)In connection with any borrowings by the applicable Series or short sales of securities requiring a pledge of Assets, but only against receipt of amounts borrowed;

          (12)In connection with any loans, but only against receipt of adequate collateral as specified in Instructions which shall reflect any restrictions applicable to the Series;

          (13)For the purpose of redeeming Shares of the capital stock of the applicable Series and the delivery to, or the crediting to the account of, the Custodian or the applicable Series’ transfer agent, such Shares to be purchased or redeemed;

          (14)For the purpose of redeeming in kind Shares of the applicable Series against delivery to the Custodian, its subcustodian or the Series’ transfer agent of such Shares to be so redeemed;

          (15)For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of The National Association of Securities Dealers, Inc. (“NASD”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund. The Custodian will act only in accordance with Instructions in the delivery of Securities to be held in escrow and will have no responsibility or liability for any such Securities which are not returned promptly when due other than to make proper requests for such return;

          (16)For spot or forward foreign exchange transactions to facilitate security trading, receipt of income from Securities or related transactions;

(17)Upon the termination of this Agreement;

          (18) In connection with non-certificated investments including, but not limited to: deposit obligations, repurchase agreements, and swap transactions, loan participations, options and futures transactions and other derivative investments;

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          (19) For other proper purposes as may be specified in Instructions issued by an Authorized Person of the Fund which shall include a statement of the purpose for which the delivery or payment is to be made, the amount of the payment or specific Assets to be delivered, the name of the person or persons to whom delivery or payment is to be made, and a Certificate stating that the purpose is a proper purpose under the instruments governing the Fund; and

          (20) For delivery of Assets of the Fund as set forth under Article I, Section 7.

     c. Actions Which May be Taken Without Instructions. Unless an Instruction to the contrary is received, the Custodian shall:

          (1)Collect all income due or payable, provided that the Custodian shall not be responsible for the failure to receive payment of (or late payment of) distributions or other payments with respect to Assets held in the account;

          (2)Present for payment and collect the amount payable upon all Assets which may mature or be called, redeemed, retired or otherwise become payable. Notwithstanding the foregoing, the Custodian shall have no responsibility to the Series for monitoring or ascertaining any call, redemption or retirement dates with respect to put bonds or similar instruments which are owned by the Series and held by the Custodian or its nominees where such dates are not published in sources routinely used by the Custodian. Nor shall the Custodian have any responsibility or liability to the Series for any loss by the Series for any missed payments or other defaults resulting therefrom, unless the Custodian received timely notification from the Series specifying the time, place and manner for the presentment of any such put bond owned by the Series and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability for the accuracy or completeness of any notification the Custodian may furnish to the Series with respect to put bonds or similar instruments;

(3)Surrender Securities in temporary form for definitive Securities;

          (4)Hold directly, or through a Securities Depository with respect to Securities therein deposited, for the account of the applicable Series all rights and similar Securities issued with respect to any Securities held by the Custodian hereunder for that Series;

          (5)Submit or cause to be submitted to the applicable Series or its investment advisor as designated by the Fund information actually received by the Custodian regarding ownership rights, including proxies pertaining to Assets held for the applicable Series;

          (6)Deliver or cause to be delivered any Securities held for the applicable Series in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

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          (7)Deliver or cause to be delivered any Securities held for the applicable Series to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation or recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

          (8)Make or cause to be made such transfers or exchanges of the Assets specifically allocated to the applicable Series and take such other steps as shall be stated in Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the applicable Series;

          (9)Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Series;

          (10)Deliver Securities owned by the applicable Series to the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable; provided, however, that in any such case the cash or other consideration is to be delivered to the Custodian. Notwithstanding the foregoing, the Custodian shall have no responsibility to the Series for monitoring or ascertaining any call, redemption or retirement dates with respect to the put bonds or similar instruments which are owned by the Series and held by the Custodian or its nominee where such dates are not published in sources routinely used by the Custodian. Nor shall the Custodian have any responsibility or liability to the Series for any loss by the Series for any missed payment or other default resulting therefrom unless the Custodian received timely notification from the Series specifying the time, place and manner for the presentment of any such put bond owned by the Series and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability to the Series for the accuracy or completeness of any notification the Custodian may furnish to the applicable Series with respect to put bonds or similar investments but shall provide the Fund with information concerning such notices received;

          (11)Endorse and collect all checks, drafts or other orders for the payment of money received by the Custodian for the account of the applicable Series;

          (12) Report the Asset positions of a Series as of such dates as the Fund and the Custodian may agree upon, in accordance with methods consistently followed and uniformly applied. It is hereby expressly acknowledged and agreed that any Asset values that may be reflected in any such report shall be furnished by the Custodian solely on an accommodation basis and is provided to or for the benefit of the Fund (or the Fund’s service provider or agent) as general information and is not intended to be a comprehensive summary or report of the value of the Assets comprising a Series. No representation is made by the Custodian as to the accuracy or completeness of any such values. The Custodian does not undertake any duty or responsibility to notify or otherwise provide any updates or other revisions with respect to any such values. It is hereby further expressly acknowledged and agreed that the Custodian shall not be liable for any loss, cost, damage, expense, liability or claim directly or indirectly relating to any such values reflected on any such report for a Series provided by the Custodian; and

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(13) Execute any and all documents, agreements or other instruments and take all actions as may be necessary or desirable for the accomplishment of the purposes of this Agreement.

     d. Confirmation and Statements. Promptly after the close of business on each Business Day, the Custodian shall furnish each Series with confirmations and a summary of all transfers to or from the account of the Series during such Business Day. Where Securities purchased by a Series are in a fungible bulk of securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of a Securities Depository, the Custodian shall by book-entry or otherwise identify the quantity of those securities belonging to that Series. At least monthly, the Custodian shall furnish each Series with a detailed statement of the Securities and other Assets held for the Series under this Custody Agreement.

     e. Registration of Securities. The Custodian is authorized to hold all Securities, Assets, or other property of each Series in nominee name, in bearer form or in book-entry form. The Custodian may register any Securities, Assets or other property of each Series in the name of the Fund or the Series, in the name of the Custodian, any domestic subcustodian or Foreign Custodian, in the name of any duly appointed registered nominee of such entity, or in the name of a Securities Depository or its successor or successors, or its nominee or nominees. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of a domestic subcustodian, Foreign Custodian or Securities Depository, any Securities which the Custodian may hold for the account of the applicable Series and which may from time to time be registered in the name of the Fund or the applicable Series.

     f. 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 Series 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 Series may agree), the Series 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 the Custodian reasonably determines that compliance with such Instructions is not reasonably practicable or otherwise may conflict with applicable law, rule or regulation, the Custodian shall promptly notify the Series 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 the Series. 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 of the Custodian by any person designated by the Series. All such books, records and accounts shall be maintained and preserved in the form reasonably requested by the Series and in accordance with the 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 Series, which are in the possession of the Custodian, shall be the property of the Fund 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 Fund, shall be surrendered promptly upon request; provided, however, that the Custodian shall be entitled to retain a copy or the original of any 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 Series from time to time, as mutually agreed upon, a statement in respect to any property of the Series held by the Custodian or by a subcustodian.

     g. Segregated Accounts. Upon receipt of Instructions, the Custodian will, from time to time establish, segregated accounts on behalf of the applicable Series to hold and deal with specified Assets as shall be directed.

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3.Settlement of Series Transactions.

     a.Customary Practices. Settlement of transactions may be effected in accordance with trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Fund acknowledges that this may, in certain circumstances, require the delivery of Assets without the concurrent receipt of Securities (or other property) or cash. In such circumstances, the Custodian shall have no responsibility for nonreceipt of payments (or late payment) or nondelivery of Securities or other property (or late delivery) by the counterparty.

     b. Contractual Income. The Custodian shall credit the applicable Series, in accordance with the Custodian’s standard operating procedure, with income and maturity proceeds on Securities on the contractual payment dates 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.

     c. Contractual Settlement. The Custodian will attend to the settlement of Securities transactions in accordance with the Custodian’s standard operating procedure, 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.

4.Lending of Securities. The Custodian may lend the Assets of the Series in accordance with the terms and conditions of one or more separate securities lending agreements, approved by the Fund.

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5.Persons Having Access to Assets of the Series.

     a.No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Series held by the Custodian or be authorized or permitted to withdraw any investments of the Series, nor shall the Custodian deliver any Assets of the Series to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the Assets of the Series.

     b. Nothing in this Section 5 shall prohibit any duly authorized officer, employee or agent of the Fund, or any duly authorized officer, director, employee or agent of the investment adviser, of any sub-investment adviser of the Series or of the Series’ administrator, from giving Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to Assets of the Series prohibited by paragraph (a) of this Section 5.

6.Standard of Care; Scope of Custodial Responsibilities.

     a.Standard of Care. The Custodian shall be required to exercise reasonable care with respect to its duties under this Agreement unless otherwise provided.

          (1)Notwithstanding any other provision of this Agreement, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of thenegligence or willful misconduct of the Custodian or any agent, subcustodian or Foreign Custodian appointed by the Custodian.

          (2)The Custodian may consult with the Custodian’s or the Fund’s counsel with respect to any matter arising in connection with this Agreement, and the Custodian shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with the advice of such counsel. To the extent possible, the Custodian shall notify the Fund at any time the Custodian believes it needs advice of the Fund’s counsel with regard to the Custodian’s responsibilities and duties pursuant to this Agreement. If the Custodian wishes to seek and rely on legal advice from counsel that is neither the Custodian’s counsel nor the Fund’s counsel, and the Custodian seeks to be reimbursed for the counsel fees, then the Custodian must notify and seek prior approval of the affected Fund, which shall not be unreasonably withheld. The Custodian shall in no event be liable to a Fund or any Fund shareholder or beneficial owner for any action reasonably taken or omitted pursuant to such advice.

     b. Scope of Duties. Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for:

          (1)The acts or omissions of any agent appointed pursuant to Instructions of the Fund or its investment advisor including, but not limited to, any broker-dealer or other entity to hold any Assets of the Fund as collateral or otherwise pursuant to any investment strategy.

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          (2)The title, genuineness or validity of the issue of any Securities purchased by the Series, the legality of the purchase thereof, or the propriety of the amount paid therefor;

          (3)The legality of the sale of any Securities by the Series or the propriety of the amount for which the same are sold;

          (4)The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor;

          (5)The legality of the redemption of any Shares, or the propriety of the amount to be paid therefor;

          (6)The legality of the declaration or payment of any distribution of the Series; or

          (7)The legality of any borrowing for temporary administrative or emergency purposes.

     c. No Liability Until Receipt. The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

     d. Amounts Due from Transfer Agent. The Custodian shall not be required to effect collection of any amount due to the Series from the Series’ transfer agent nor be required to cause payment or distribution by such transfer agent of any amount paid by the Custodian to the transfer agent.

     e. Collection Where Payment Refused. The Custodian shall not be required to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, if payment is refused after due demand or presentation, or with respect to any insolvency or similar proceeding, unless and until it shall be directed to take such action and it shall be assured to its satisfaction of reimbursement of its related costs and expenses.

     f. No Duty to Ascertain Authority. The Custodian shall not be under any duty or obligation to ascertain whether any Assets at any time delivered to or held by it for the Series are such as may properly be held by the Series under the provisions of its governing instruments or Prospectus. 

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g. Reliance on Instructions. The Custodian shall be entitled to rely upon any Instruction, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an Authorized Person of the Series. Where the Custodian is issued Instructions orally, the Series acknowledge that if written confirmation is requested, the validity of the transactions or enforceability of the transactions authorized by the Series shall not be affected if such confirmation is not received or is contrary to oral Instructions given. The Custodian shall be fully protected in acting in accordance with all such Instructions and in failing to act in the absence thereof. The Custodian shall be under no duty to question any direction of an Authorized Person with respect to the portion of the account over which such Authorized Person has authority, to review any property held in the account, to make any suggestions with respect to the investment and reinvestment of the Assets in the account, or to evaluate or question the performance of any Authorized Person. The Custodian shall not be responsible or liable for any diminution of value of any Assets held by the Custodian or its subcustodians pursuant to Instructions. In following Instructions, the Custodian shall be fully protected and shall not be liable for the acts or omissions of any person or entity not selected or retained by the Custodian in its sole discretion, including but not limited to, any broker-dealer or other entity designated by the Fund or Authorized Person to hold Assets of the account as collateral or otherwise pursuant to an investment strategy.

7.Appointment of Subcustodians; Transfer of Assets to Subcustodians orBrokers. The Custodian is hereby authorized to appoint one or more domestic subcustodians (which may be an affiliate of the Custodian) to hold Assets at any time owned by the Series. The Custodian is also hereby authorized, when acting pursuant to Instructions, to: 1) place Assets with any Foreign Custodian located in a jurisdiction which is not a Foreign Country and with Euroclear, Clearstream, Banc One or any other transnational depository; and 2) settle or place Assets with a broker or any such domestic subcustodian or Foreign Custodian in connection with derivative transactions of any kind, including futures, options, short selling, swaps or other transactions. When acting pursuant to such Instructions, the Custodian shall not be liable for the acts or omissions of any such broker, subcustodian or Foreign Custodian.

8.Overdraft Facility and Security for Payment.In the event that the Custodian receives Instructions to make payments or transfers of Assets on behalf of the Series for which there would be, at the close of business on the Business Day of such payment or transfer, insufficient monies held by the Custodian on behalf of the Series, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Series in an amount sufficient to allow the completion of such payment or transfer. Any Overdraft provided hereunder: (a) shall be payable on the next Business Day, unless otherwise agreed by the Series and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Series at a rate agreed upon from time to time by the Custodian and the Series or, in the absence of specific agreement, by such rate as charged to other customers of the Custodian under procedures uniformly applied. The Custodian and the Series acknowledge that the purpose of such Overdraft is to temporarily finance the purchase of Securities for prompt delivery in accordance with the terms hereof, to meet unanticipated or unusual redemptions, to allow the settlement of foreign exchange contractsor to meet other unanticipated Series expenses. The Custodian shall promptly notify the Series (an "Overdraft Notice") of any Overdraft. 

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To secure payment of any Overdraft and related interest and expenses, the Series hereby grants to the Custodian a first priority security interest in and right of setoff against the Assets in the Series’ account, including all income, substitutions and proceeds, whether now owned or hereafter acquired (the “Collateral”), in the full amount of such Overdraft, interest and expenses; provided that the Series does not grant the Custodian a security interest in any Securities issued by an affiliate of the Custodian (as defined in Section 23A of the Federal Reserve Act). The Custodian and the Series intend that, as the securities intermediary with respect to the Collateral, the Custodian’s security interest shall automatically be perfected when it attaches. Should the Series fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled to use available Assets in the Series’ account and to liquidate Securities in the account as necessary to meet the Series’ obligations relating to such Overdraft, interest and expenses. In any such case, and without limiting the foregoing, the Custodian shall be entitled to take such other actions(s) or exercise such other options, powers and rights as the Custodian now or hereafter has as a secured creditor under the PennsylvaniaUniform Commercial Code or any other applicable law.

9.Tax Obligations. For purposes of this Agreement, “Tax Obligations” shall mean taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses. To the extent that the Custodian has received relevant and necessary information with respect to the account, the Custodian shall perform the following services with respect to Tax Obligations:

     a.The Custodian shall file claims for exemptions or refunds with respect to withheld foreign (non-U.S.) taxes in instances in which such claims are appropriate upon receipt of sufficient information;

     b. The Custodian shall withhold appropriate amounts, as required by U.S. tax laws, with respect to amounts received on behalf of nonresident aliens upon receipt of Instructions; and

     c. The Custodian shall provide to the Fund or the Authorized Person such information received by the Custodian which could, in the Custodian’s reasonable belief, assist the Fund or the Authorized Person in the submission of any reports or returns with respect to Tax Obligations. The Fund shall inform the Custodian in writing as to which party or parties shall receive information from the Custodian.

     d. The Custodian shall provide such other services with respect to Tax Obligations, including preparation and filing of tax returns and reports and payment of amounts due (to the extent funded), as requested by the Fund and agreed to by the Custodian in writing. The Custodian shall have no independent obligation to determine the existence of any information with respect to, or the extent of, any Tax Obligations now or hereafter imposed on the Fund or the account by any taxing authority. Except as specifically provided herein or agreed to in writing by the Custodian, the Custodian shall have no obligations or liability with respect to Tax Obligations, including, without limitation, any obligation to file or submit returns or reports with any state, foreign or other taxing authorities.

     e. In making payments to service providers pursuant to Instructions, the Fund acknowledges that the Custodian is acting as a paying agent and not as the payor, for tax information reporting and withholding purposes.

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ARTICLE II. – FOREIGN CUSTODY MANAGER SERVICES

1.Delegation. The Board delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund’s Foreign Custody Manager for selecting, contracting with and monitoring Foreign Custodians in Foreign Countries in accordance with Rule 17f-5(c).

2.Changes to Appendix C. Appendix C may be amended by written agreement from time to timeto add or delete jurisdictions by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Series.

3.Reports to Board. Custodian shall provide written reports notifying the Board of the placement of Assets with a particular Foreign Custodian and of any material change in a Series’ foreign custody arrangements. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund.

4.Monitoring System. Ineach case in which the Custodian has exercised delegated authority to place Assets with a Foreign Custodian, the Custodian shall establish a system, to re-assess or re-evaluate selected Foreign Custodians, at least annually in accordance with Rule17f-5(c)(3).

5.Standard of Care. In exercising the delegated authority under this Article II of the Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Assets would exercise in like circumstances. Contracts with Foreign Custodians shall provide for reasonable care for Assets based on the standards applicable to Foreign Custodians in the Foreign Country. In making this determination, the Custodian shall consider the provisions of Rule 17f-5(c)(2).

6.Use of Securities Depositories. In exercising its delegated authority, the Custodian may assume that the Series and its investment adviser have determined, pursuant to Rule 17f-7, that the depository provides reasonable safeguards against custody risks, if a Series decides to place and maintain foreign Assets with any Securities Depository as to which the Custodian has provided the Fund on behalf of such Series with a Risk Analysis.

7.Notice of Change of Subcustodians. The Custodian shall promptly advise or provide notice to the Series of any change to its subcustodial network.

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ARTICLE III. – INFORMATION SERVICES

1.Risk Analysis. The Custodian will provide the Fund on behalf of the Series with a Risk Analysis with respect to Securities Depositories operating in the Foreign Countries. If the Custodian is unable to provide a Risk Analysis with respect to a particular Securities Depository, it will notify the Fund on behalf of the Series. Custodian shall advise whether a particular Securities Depository meets the objective standard set forth in applicable provisions of Rule 17f-7 of the Act. If a new Securities Depository commences operation in one of the Foreign Countries, the Custodian will provide the Fund on behalf of the Series with a Risk Analysis in a reasonably practicable time after such Securities Depository becomes operational. If a new country is added to Appendix C, the Custodian will provide the Fund on behalf of the Series with a Risk Analysis with respect to each Securities Depository in that country within a reasonably practicable time after the addition of the country to Appendix C.

2.Monitoring of Securities Depositories. The Custodian will monitor the custody risks associated with maintaining assets with each Securities Depository for which it has provided the Fund on behalf of the Series with a Risk Analysis as required under Rule 17f-7. The Custodian will promptly notify the Fund on behalf of the Series or its investment adviser of any material change in these risks.

3.Use of Agents. The Custodian may employ agents, including, but not limited to Foreign Custodians, to perform its responsibilities under Sections 1 and 2 of this Article III.

4.Exercise of Reasonable Care The Custodian will exercise reasonable care, prudence, and diligence in performing its responsibilities under this Article III. With respect to the Risk Analyses provided or monitoring performed by an agent, the Custodian will exercise reasonable care in the selection of such agent, and shall be entitled to rely upon information provided by agents so selected in the performance of its duties and responsibilities under this Article III.

5.Liabilities and Warranties. While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties. Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

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ARTICLE IV. – GENERAL PROVISIONS

1.Compensation.

     a.The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees set forth on Appendix E (the “Fees”), which schedule may be modified by the Custodian after the Initial Term upon not less than sixty days prior written notice to, and the consent of, the Fund. Any undisputed Fees not paid within sixty (60) days of the invoice date will be subject to a late charge equal to 1.5% of the Fees remaining unpaid. Additional charges of 1.5% per month will accrue and be owing on such undisputed and unpaid Fees for each additional month during which such Fees remain unpaid, subject to any maximum amounts imposed by law. If any Fees are disputed by the Fund, the Custodian and the Fund shall work together in good faith to resolve the dispute promptly.

     b. The Custodian will bill the Fund as soon as practicable after the end of each calendar month. The Fund will promptly pay to the Custodian the amount of such billing.

     c. If not paid directly or timely by the Fund, the Custodian may, with prior approval of the Fund which may not be unreasonably withheld, charge against Assets held on behalf of the Series compensation and any expenses incurred by the Custodian in the performance of its duties pursuant to this Agreement. The Custodian shall also be entitled, subject to the approval of the Fund, to charge against Assets of the Series the amount of any loss, damage, liability or expense incurred with respect to the Series, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement.

2.Insolvency of Foreign Custodians. The Custodian shall be responsible for losses or damages suffered by the Series arising as a result of the insolvency of a Foreign Custodian only to the extent that the Custodian failed to comply with the standard of care set forth in Article II with respect to the selection and monitoring of such Foreign Custodian.

3.Liability for Depositories. The Custodian shall not be responsible for any losses resulting from the deposit or maintenance of Securities, Assets or other property of the Series with a Securities Depository.

4.Damages. Under no circumstances shall the Custodian be liable for any indirect, consequential or special damages with respect to its role as Foreign Custody Manager, Custodian or information vendor.

5.Indemnification; Liability of the Series.

     a.The Fund shall indemnify and hold the Custodian harmless from all liabilities and costs and expenses, including reasonable counsel fees and expenses, relating to or arising out of the performance of the Custodian’s obligations under this Agreement except to the extent resulting from the negligence or willful misconduct of the Custodian, any agent or subcustodian appointed by the Custodian or any of its or their directors, officers, agents, nominees or employees, in the performance of any functions hereunder, or any other failure to comply with the standard of care required by this Agreement. This provision shall survive the termination of this Agreement.

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     b. The Custodian shall indemnify and hold the Fund harmless from all liabilities and costs and expenses, including reasonable counsel fees and expenses, resulting from: (i) the negligence or willful misconduct of the Custodian, any agent or subcustodian appointed by the Custodian or any of its or their directors, officers, agents, nominees or employees, in the performance of any functions hereunder, or any other failure to comply with the standard of care required by this Agreement; or (ii) any burglary, robbery, hold-up, theft, or mysterious disappearance, including loss by damage or destruction. This provision shall survive the termination of this Agreement.

     c. The Series and the Custodian agree that the obligations of the Fund under this Agreement shall not be binding upon any of the directors/trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Series, individually, but are binding only upon the Assets and other property of the Fund.

6.Force Majeure; Disaster Recovery and Business Continuity. 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 its subcustodians (other than subcustodians that were engaged by the Custodian at the instruction of the Fund). In the event of such event, or any disaster that causes a business interruption, the Custodian shall act in good faith and follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize service interruptions.

     The Custodian represents and warrants that it has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to the Custodian’s duties under this Agreement) to safeguard the Fund’s records and data and the Custodian’s records, data, equipment facilities and other property that it uses in the performance of its obligations hereunder from loss or damage attributable to fire, theft, or any other cause, and the Custodian will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations hereunder.

7.Term and Termination.

     a. The term of this Agreement shall begin on the date hereof (the “Effective Date”) and continue for an initial term of three (3) years(the “Initial Term”). After the Initial Term expires, this Agreement shall continue but either (1) the Custodian may terminate this Agreement with respect to a Fund by giving such Fund one hundred twenty (120) days notice in writing, specifying the date of such termination, or (2) a Fund may terminate this Agreement with respect to such Fund by giving the Custodian sixty (60) days notice in writing, specifying the date of such termination.

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     b. This Agreement may be terminated by the following party or parties, as the case may be, for one or more of the following reasons, provided the terminating party or parties provides the applicable written notice to the other party or parties of the reason for such termination:

          (1)NonRenewal: This Agreement shall terminate with respect to a Fund at the end of the Initial Term if either the Custodian or such Fund provides notice that it does not want to renew or extend this Agreement at the end of the Initial Term;

          (2)Mutual Agreement: The Custodian and a Fund may mutually agree in writing to terminate this Agreement with respect to such Fund at any time;

          (3)“For Cause”: (A) The Custodian may terminate this Agreement with respect to a Fund “For Cause,” as defined below, by providing such Fund with written notice of termination “For Cause” at least 60 days prior to the date of termination of this Agreement with respect to such Fund, or (B) a Fund may terminate this Agreement with respect to such Fund “For Cause,” as defined below, by providing the Custodian with written notice of termination “For Cause” at least 60 days prior to the date of termination of this Agreement with respect to such Fund; or

          (4)Failure to Pay: The Custodian may terminate this Agreement with respect to a Fund if the Custodian has notified such Fund that it has failed to pay the Custodian any undisputed amounts when due under this Agreement and it has failed to cure such default within 60 days of receipt of such notice (or, if the Fund has disputed any amounts in good faith, upon resolution of the dispute).

For purposes of subparagraph (3) above, “For Cause” shall mean:

     (A) a material breach of this Agreement by any other party that has not been remedied for 30 days following written notice by the terminating party that identifies in reasonable detail the alleged failure of the other party to perform, provided that if such default is capable of being cured, then the other party shall be entitled to such longer period as may reasonably be required to cure such default if the other party shall have commenced such cure and is diligently pursuing same, but such cure must be completed within 120 days in any event;

(B) when any other party commits any act or omission that constitutes gross negligence, willful misconduct, fraud or reckless disregard of its or their duties under this Agreement and that act or omission results in material adverse consequences to the terminating party;

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     (C) a final, unappealable judicial, regulatory or administrative ruling or order in which any other party has been found guilty of criminal or unethical behavior in the conduct of its business that directly relates to the subject matter of the services provided hereunder; or

(D) when any other party shall make a general assignment for the benefit of its creditors or any proceeding shall be instituted by or against the other party to adjudicate it as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize the other party, or protect or relieve its debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for a substantial portion of its assets, which proceeding shall remain unstayed for sixty (60) days or the other party shall have taken steps to authorize any of the above actions or has become unable to pay its debts as they mature.

c. If this Agreement is terminated by any party with respect to a Fund (regardless of whether it is terminated pursuant to paragraph (b) above or for any reason other than those specified in paragraph (b) above), such Fund shall pay to Custodian on or before the date of such termination any undisputed and unpaid fees owed to, and shall reimburse Custodian for any undisputed and unpaid out-of-pocket costs and expenses owed to, Custodian under this Agreement prior to its termination.

     d. If either (1) a Fund terminates this Agreement with respect to such Fund during the Initial Term for any reason other than those specified in paragraph (b) above, or (2) the Custodian terminates this Agreement with respect to a Fund during the Initial Term “For Cause” or the Fund’s “failure to pay” under subparagraphs (b)(3) or (b)(4) of this Section, respectively, then such Fund shall be liable to the Custodian for all provable actual damages of Custodian arising from such termination, excluding punitive, special, indirect, incidental and consequential damages, and shall reimburse all Costs and Expenses incurred by the Custodian in connection with effecting such termination and converting such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers, any of the Fund’s Assets, property, records, data, instruments and documents. In addition, such Fund shall reimburse the Custodian promptly for any actual, provable, extraordinary, non-customary and direct costs and expenses (other than any Costs and Expenses) incurred by the Custodian in connection with effecting such termination and converting such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers, any of such Fund’s Assets, property, records, data, instruments and documents.

     e. If either (1) the Custodian terminates this Agreement with respect to a Fund at any time for any reason other than those specified in paragraph (b) above, or (2) a Fund terminates this Agreement with respect to such Fund at any time “For Cause” under subparagraph (b)(3) of this Section, then the Custodian shall reimburse such Fund for any Costs and Expenses incurred by such Fund in connection with converting the Assets of such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers, any of such Fund’s Assets, property, records, data, instruments and documents.

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     f. If this Agreement is terminated (1) by either the Custodian or a Fund for “nonrenewal” under subparagraph (b)(1), (2) by the Custodian and a Fund “upon mutual agreement” under subparagraph (b)(2), (3) by a Fund at any time after the Initial Term for any reason other than those specified in paragraph (b) above, or (4) by Custodian at any time after the Initial Term “For Cause” or such Fund’s “failure to pay” under subparagraphs (b)(3) or (b)(4) of this Section, respectively, such Fund shall reimburse Custodian promptly for any Costs and Expenses incurred by Custodian in connection with effecting such termination and converting such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers any of such Fund’s Assets, property, records, data, instruments and documents.

     g. For purposes of this Section 7 of this Article IV, “Costs and Expenses” incurred by a party shall mean any actual, provable, reasonable, customary and direct costs and expenses incurred by such party. For purposes of this Section 7 of this Article IV, Costs and Expenses shall not include any wind-down costs, including, without limitation, non-cancelable lease payments; severance payments due and payable to personnel of the Custodian or its subcustodians (other than subcustodians that were engaged by the Custodian at the instruction of a Fund); unused equipment expense; and non-cancelable payments or termination charges regarding subcustodial services that were not incurred at the instruction of a Fund and that cannot be transferred or redeployed by Mellon.

     Such party must provide the other party or parties with written evidence of such costs and expenses before the other party or parties are obligated to pay them. Such party also has a duty to mitigate, and must exercise its duty to mitigate, such costs and expenses. Except as expressly set forth herein, no party hereto shall be responsible for any costs and expenses or damages of any kind whatsoever resulting from, related to or otherwise in connection with the termination of this Agreement.

     h. In the event that this Agreement is terminated by a party, the parties hereto agree to cooperate and act in good faith to ensure an orderly conversion of the Assets, property, records, data, instruments and documents of the applicable Fund or Funds to a successor custodian with respect to the services provided under this Agreement. Without limiting the generality of the foregoing sentence, the Custodian agrees that, in the event this Agreement is terminated by a party or the parties, it will deliver a Fund’s or the Funds’ Assets, property, records, data, instruments and documents to such Fund or the Funds, its or their successor service providers and/or its or their other service providers, as the case may be, in a non-proprietary, commerically-available format.

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     i. The termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. Furthermore, if, following termination of this Agreement with respect to any given Fund, Custodian continues to perform any one or more of the services governed hereby with the express consent of such Fund, then the provisions of this Agreement, including without limitation the provisions dealing with indemnification and compensation, shall continue in full force and effect.

     j. In the event notice of termination is given by the Custodian, which notice shall be given at least 60 days prior to the date of termination (notwithstanding the reason for termination), a Fund shall, on or before the termination date, deliver to the Custodian a Certificate evidencing the vote of the Board designating a successor custodian. In the absence of such designation, the Custodian may designate a successor custodian, which shall be a person qualified to so act under the Act for such Fund. If a Fund fails to designate a successor custodian, such Fund shall, upon the date specified in the notice of termination, and upon the delivery by the Custodian of all Assets then owned by such Fund, be deemed to be its own custodian and the Custodian shall thereby be relieved of all obligations under this Agreement other than the duty with respect to Securities held in the Book-Entry System which cannot be delivered to such Fund.

     k. Upon termination of the Agreement, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, deliver to the successor all Assets then held by the Custodian on behalf of a Fund, after deducting all fees, expenses and other amounts owed, if any, that are not disputed in good faith by such Fund.

     l. Following termination, the Custodian will promptly forward income and principal received, if any, with respect to a Fund, including but not limited to tax reclaim payments for tax reclaims filed prior to termination, to a designated successor custodian.

     m. 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.

8.Inspection of Books and Records. The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

9.Miscellaneous.

     a.Appendix A is a Certificate signed by the Secretary of the Fund setting forth the names and the signatures of Authorized Persons. The Fund shall furnish a new Certificate when the list of Authorized Persons is changed in any way. Until a new Certificate is received, the Custodian shall be fully protected in acting upon Instructions from Authorized Persons as set forth in the last delivered Certificate.

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     b. Appendix B is a Certificate signed by the Secretary of the Fund setting forth the names and the positions of the present officers of the Fund. The Fund agrees to furnish to the Custodian a new Certificate when any changes are made. Until a new Certificate is received, the Custodian shall be fully protected in relying upon the last delivered Certificate.

     c. Any required written notice or other instrument shall be sufficiently given if addressed to the Custodian or the Fund, as the case may be, and delivered to it at its offices at:

The Custodian:

   Mellon Bank, N.A. 
   One Mellon Center 
   500 Grant Street, 19^th Floor
   Pittsburgh, Pennsylvania 15258
Attn: Leonard R. Heinz, Esq., Senior Vice President and Associate General Counsel

Telephone: (412) 234-1508
Facsimile: (412) 234-8417

The Fund:

the address set forth on Appendix D for the Fund;

     or at such other place as the parties may from time to time designate to the other in writing.

     d. This Agreement may not be amended or modified except by a written agreement executed by both parties.

     e. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of the Custodian, or by the Custodian without the written consent of the Fund, authorized or approved by a vote of the Board, provided, however, that a Fund merger or reorganization where the fund surviving from such merger or reorganization assumes the duties and obligations of such Fund under this Agreement shall not require the Custodian’s consent; provided further, however, that the Custodian may assign the Agreement or any function thereof to any corporation or entity which directly or indirectly is controlled by, or is under common control with, the Custodian and any other attempted assignment without written consent shall be null and void.

     f. Nothing in this Agreement shall give or be construed to give or confer upon any third party any rights hereunder.

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     g. The Custodian represents that it is a U.S. Bank within the meaning of paragraph (a)(7) of Rule 17f-5 under the 1940 Act. The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g-1 under the 1940 Act, and has directors’ and officers’ errors and omissions insurance coverage. The Custodian will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of Custodian’s duties and responsibilities under this Agreement.

     h. The Fund acknowledges and agrees that, except as expressly set forth in this Agreement, the Fund is solely responsible to assure that the maintenance of the Series’ Assets hereunder complies with applicable laws and regulations, including without limitation the Act and applicable interpretations thereof or exemptions therefrom. The Fund represents that it has determined that it is reasonable to rely on Custodian to perform the responsibilities delegated pursuant to this Agreement.

     i. Agreement shall be construed in accordance with the laws of The Commonwealth of Pennsylvania.

     j. The captions of the Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

     k. Each party represents to the other that it has all necessary power and authority, and has obtained any consent or approval necessary to permit it, to enter into and perform this Agreement and that this Agreement does not violate, give rise to a default or right of termination under or otherwise conflict with any applicable law, regulation, ruling, decree or other governmental authorization or any contract to which it is a party or by which any of its assets is bound. Each party represents and warrants that the individual executing this Agreement on its behalf has the requisite authority to bind the Fund or the Custodian to this Agreement. The Fund has received and read the “Customer Identification Program Notice”, a copy of which is attached to this Agreement as Exhibit A.

     l. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

[Remainder of page intentionally left blank]

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Delaware Funds

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written.

MELLON BANK, N.A.
By:	/s/ illegible
Title:	First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP CASH RESERVE,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its Series identified on
Appendix D
DELAWARE GROUP FOUNDATION
FUNDS, on behalf of its Series identified on
Appendix D
DELAWARE GROUP INCOME FUNDS,
on behalf of its Series identified on
Appendix D

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DELAWARE GROUP STATE TAX-FREE 

INCOME TRUST, on behalf of its Series 

identified on Appendix D 

DELAWARE GROUP TAX-FREE FUND, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP TAX-FREE 

MONEY FUND, on behalf of its Series 

identified on Appendix D 

DELAWARE GROUP GLOBAL & 

INTERNATIONAL FUNDS, on behalf of 

its Series identified on Appendix D 

VOYAGEUR INSURED FUNDS, on behalf 

of its Series identified on Appendix D 

DELAWARE INVESTMENTS 

MUNICIPAL TRUST, on behalf of its 

Series identified on Appendix D 

VOYAGEUR INTERMEDIATE TAX- 

FREE FUNDS, on behalf of its Series 

identified on Appendix D 

VOYAGEUR MUTUAL FUNDS, on behalf 

of its Series identified on Appendix D 

VOYAGEUR MUTUAL FUNDS II, on 

behalf of its Series identified on Appendix D 

DELAWARE GROUP GOVERNMENT 

FUND, on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP LIMITED-TERM 

GOVERNMENT FUNDS, on behalf of its 

Series identified on Appendix D 

DELAWARE POOLED TRUST, on behalf 

of its Series identified on Appendix D 

VOYAGEUR MUTUAL FUNDS III, 

on behalf of its Series identified on Appendix D 

25

VOYAGEUR TAX FREE FUNDS,
on behalf of its Series identified on Appendix D
DELAWARE VIP TRUST, on behalf of its
Series identified on Appendix D
DELAWARE INVESTMENTS ARIZONA
MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS
COLORADO INSURED MUNICIPAL
FUND, INC.
DELAWARE INVESTMENTS FLORIDA
INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS
MINNESOTA MUNICIPAL INCOME
FUND II, INC.
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/ Richard Salus
Title:	Chief Financial Officer

26

APPENDIX ALIST OF AUTHORIZED PERSONS

I, David F. Connor, Secretary of the Funds, do hereby certify that:

The following individuals have been duly authorized as Authorized Persons to give Instructions on behalf of the Funds and each Series thereof and the specimen signatures set forth opposite their respective names are their true and correct signatures:

Name and Position	Signature
John J. O’Connor	/s/ John J. O'Connor
Senior Vice President
Phoebe W. Figland	/s/ Phoebe W. Figland
Vice President
Laura A. Wagner	/s/ Laura A. Wagner
Vice President
William Dwyer	/s/ William Dwyer
Assistant Vice President
David Scharff	/s/ David Scharff
Assistant Vice President
Thomas J. Morrisroe	/s/ Thomas J. Morrisroe
Assistant Vice President
Michael O’Donnell	/s/ Michael O'Donnell
Assistant Vice President
Eric Schmidt	/s/ Eric Schmidt
Assistant Vice President
Mark Mastrogiovanni	/s/ Mark Mastrogiovanni
Assistant Vice President
James A. Furgele	/s/ James A. Furgele
Senior Vice President

27

Kayann Johnson		/s/ Kayann Johnson
Assistant Vice President
John Leszczynski		/s/ John Leszczynski
Assistant Vice President
Lisa Howard		/s/ Lisa Howard
Assistant Vice President
	By:	/s/ David F. Connor
		Secretary
	Dated:

28

Delaware Funds

APPENDIX B
FUND OFFICERS

I, David F. Connor,Secretary of the Funds, do hereby certify that:

     The followingindividuals serve in the followingpositions with the Funds and each individual has been duly elected or appointed to each such position and qualifiedtherefor in conformity with the Funds’ governinginstruments:

Name	Position
Patrick P. Coyne	Chairman/President/Chief Executive Officer
Ryan K. Brist	Executive Vice President/Managing Director/
	Chief Investment Officer, Fixed Income
Michael J. Hogan	Executive Vice President/Head of Equity Investments
See Yeng Quek	Executive Vice President/Managing Director/
	Chief Investment Officer, Fixed Income
Brian L. Murray, Jr.	Senior Vice President/Chief Compliance Officer
David P. O’Connor	Senior Vice President/Strategic Investment
	Relationships and Initiatives/General Counsel
John J. O’Connor	Senior Vice President/Treasurer
Richard Salus	Senior Vice President/Chief Financial Officer
David F. Connor	Vice President/Deputy General Counsel/Secretary
Marshall T. Bassett	Senior Vice President/Chief Investment Officer,
	Emerging Growth Equity

29

Joseph R. Baxter	Senior Vice President/Head of Municipal Bond Investments
Christopher S. Beck	Senior Vice President/Senior Portfolio Manager
Michael P. Buckley	Senior Vice President/Director of Municipal Research
Michael F. Capuzzi	Senior Vice President/Investment Systems
Liu-Er Chen	Senior Vice President/Senior Portfolio
	Manager/Chief Investment Officer, Emerging
	Markets
Thomas H. Chow	Senior Vice President/Senior Portfolio Manager
Stephen R. Cianci	Senior Vice President/Senior Portfolio Manager
Robert F. Collins	Senior Vice President/Senior Portfolio Manager
Chuck M. Devereux	Senior Vice President/Senior Research Analyst
Roger A. Early	Senior Vice President/Senior Portfolio Manager
Brian Funk	Senior Vice President/Director of Credit Research
James A. Furgele	Senior Vice President/Investment Accounting
Brent C. Garrells	Senior Vice President/Senior Research Analyst
Stuart M. George	Senior Vice President/Head of Equity Trading
Paul Grillo	Senior Vice President/Senior Portfolio Manager
Jonathan Hatcher	Senior Vice President/Senior Research Analyst
William F. Keelan	Senior Vice President/Director Quantitative Research

30

Francis X. Morris	Senior Vice President/Director Chief Investment
	Officer, Core Equity
Zoë Neale	Senior Vice President/Chief Investment Officer,
	International Equity
D. Tysen Nutt	Senior Vice President/Chief Investment Officer, Large Cap Value
Philip R. Perkins	Senior Vice President/Senior Portfolio Manager
Timothy L. Rabe	Senior Vice President/Head of High Yield
Jeffrey S. Van Harte	Senior Vice President/Chief Investment Officer-Focus Growth Equity
Babak Zenouzi	Senior Vice President/Senior Portfolio Manager
Christopher S. Adams	Vice President/Portfolio Manager/Senior Equity Analyst
Damon J. Andres	Vice President/Senior Portfolio Manager
Wayne A. Anglace	Vice President/Credit Research Analyst
Todd Bassion	Vice President/Senior Research Analyst/Portfolio Manager
Christopher J. Bonavico	Vice President/Senior Portfolio Manager, Equity Analyst
Kenneth F. Broad	Vice President/Senior Portfolio Manager, Equity Analyst
Mary Ellen M. Carrozza	Vice President/Client Services
Steven G. Catricks	Vice President/Portfolio Manager
Wen-Dar Chen	Vice President/Portfolio Manager
Lisa Chin	Vice President/Emerging Markets Analyst
Anthony G. Ciavarelli	Vice President/Associate General Counsel/Assistant Secretary

31

Bradley J. Cline	Vice President/International Credit Research Analyst
Cori E. Daggett	Vice President/Senior Counsel/Assistant Secretary
Craig C. Dembek	Vice President/Senior Research Analyst
Joel A. Ettinger	Vice President/Taxation
Christopher M. Ericksen	Vice President/Portfolio Manager, Equity Analyst
Devon K. Everhart	Vice President/Senior Research Analyst
Phoebe W. Figland	Vice President/Investment Accounting
Patrick G. Fortier	Vice President/Portfolio Manager, Equity Analyst
Denise A. Franchetti	Vice President/Portfolio Manager/Municipal Bond Credit Analyst
Larry Franko	Vice President/Senior Equity Analyst
Henry A. Garrido	Vice President/Equity Analyst
Barry Gladstein	Vice President/Equity Analyst/Portfolio Manager
Edward Gray	Vice President/Senior Portfolio Manager
David J. Hamilton	Vice President/Credit Research Analyst
Brian Hamlet	Vice President/Senior Corporate Bond Trader
Gregory M. Heywood	Vice President/Portfolio Manager, Research Analyst
Sharon Hill	Vice President/Head of Equity Quantitative Research & Analytics
Christopher M. Holland	Vice President/Associate Equity Analyst II/Portfolio Manager

32

Chungwei Hsia	Vice President/Senior Research Analyst
Michael E. Hughes	Vice President/Senior Equity Analyst
Jordan L. Irving	Vice President/Senior Portfolio Manager
Cynthia Isom	Vice President/Portfolio Manager
Kenneth R. Jackson	Vice President/Quantitative Analyst
Stephen M. Juszczyszyn	Vice President/Structured Products Analyst/Trader
Audrey E. Kohart	Vice President/Financial Planning and Reporting
Nikhil G. Lalvani	Vice President/Senior Equity Analyst/Portfolio Manager
Steven T. Lampe	Vice President/Portfolio Manager
Anthony A. Lombardi	Vice President/Senior Portfolio Manager
John P. McCarthy	Vice President/Senior Research Aanlyst/Trader
Brian McDonnell	Vice President/Structured Products Analyst/Trader
Michael S. Morris	Vice President/Portfolio Manager/Senior Equity Analyst
Philip O. Obazee	Vice President/Derivatives Manager
Donald G. Padilla	Vice President/Portfolio Manager/Senior Equity Analyst
Daniel J. Prislin	Vice President/Senior Portfolio Manager, Equity Analyst
Gretchen Regan	Vice President/Quantitative Analyst
Craig S. Remsen	Vice President/Senior Credit Research Analyst
Carl Rice	Vice President/Senior Investment Specialist,
	Large Cap Value Focus Equity

33

Kevin C. Schildt	Vice President/Senior Municipal Credit Analyst
Bruce Schoenfeld	Vice President/Equity Analyst
Nancy E. Smith	Vice President/Investment Accounting
Rudy D. Torrijos, III	Vice President/Portfolio Manager
Michael Tung	Vice President/Equity Analyst
Robert A. Vogel, Jr.	Vice President/Senior Portfolio Manager
Lori P. Wachs	Vice President/Portfolio Manager
Laura A. Wagner	Vice President/Investment Accounting
Michael G. Wildstein	Vice President/Senior Research Analyst
Kathryn R. Williams	Vice President/Associate General Counsel/Assistant Secretary
Nashira Wynn	Vice President/Senior Equity Analyst/Portfolio Manager
Greg Zappin	Vice President/Credit Research Analyst
Guojia Zhang	Vice President/Equity Analyst
James E. Blake	Assistant Vice President/Senior Compliance
	Officer
Ian Bowman	Assistant Vice President/Research Analyst
Michael E. Dresnin	Assistant Vice President/Counsel/Assistant Secretary
William J. Dwyer	Assistant Vice President/Corporate Actions
Abby C. Fick	Assistant Vice President/Legal Services

34

Molly Graham	Assistant Vice President/Legal Services
Kerri S. Haag	Assistant Vice President/Investment Accounting
Matthew G. Higgins	Assistant Vice President/Credit Research Analyst
Jerel A. Hopkins	Assistant Vice President/Counsel/Assistant Secretary
Kashif Ishaq	Assistant Vice President/Associate Trader
Kayann Johnson	Assistant Vice President/Investment Accounting
Karin M. Kelly	Assistant Vice President/Quantitative Analyst Supervisor
Colleen Kneib	Assistant Vice President/Municipal Credit Analyst
John Leszczynski	Assistant Vice President/Investment Accounting
Kent P. Madden	Assistant Vice President/Equity Analyst
Thomas J. Morrisroe	Assistant Vice President/Investment Accounting
Terry O’Brien	Assistant Vice President/Fixed Income Reporting Analyst
James P. O’Neill	Assistant Vice President/Senior Compliance Officer
Caleb Piper	Assistant Vice President/Equity Analyst
Udail K. Purmasetti	Assistant Vice President/Credit Research Analyst I
Eric W. Schmidt	Assistant Vice President/Investment Accounting
Frank J. Strenger	Assistant Vice President/Associate Trader
Van Tran	Assistant Vice President/Research Analyst

35

Cindy Lindenberg	Senior Compliance Officer
Dennis Norman	Tax Compliance Officer
	By:	s/ David F. Connor
		Secretary
	Dated:

36

APPENDIX C
SELECTEDCOUNTRIES

See attachment

* Note, the Fund or its investment adviser or subadviser, as the case may be , shall be responsible for determining the ForeignCountries in which the Fund may invest, and shall direct the Custodian from time to time as to the ForeignCountries which have been approved for investment by the Fund.
** Note, the Custodian will not act as a ForeignCustodyManager with respect to Assets held in this country. Holding Assets and use of Custodian’s usual subcustodian in this country is subject to Instructions by the Fund and its execution of a separate letter-agreementpertaining to custody and market risks.

37

Delaware Funds

APPENDIX E FEE SCHEDULE

	Basis Point/ Unit Cost
Administrative Fee
Domestic
1/10 basis point (.000010) on domestic assets	0.10
Global
Developed Markets Category 1	3.00
Developed Markets Category 2	4.50
Developed Markets Category 3	7.00
Intermediate Markets Category 4	12.00
Intermediate Markets Category 5	20.00
Emerging Markets- Category 6	40.00
Structural Charges
Per Domestic Account	waived
Per Global Account	waived
Per Fund of Fund	waived
Third party Lending Support (per fund)	5,000.00
Transaction Fee
Domestic
Per Depository or Fed Eligible Transaction	$1.00
Per Physical Transaction	$15.00
Per Fed Funds Wire Received Or Delivered	$3.00
Per Paydown	$1.00
Per Option (per Write, Close, Expire, or Exercise)	$5.00
Per Forward Contract	$20.00
Per F/X Not Executed At Mellon	$30.00
Per Security Segregation	$3.00
Global
Developed Markets Category 1	$25.00
Developed Markets Category 2	$25.00
Developed Markets Category 3	$25.00
Intermediate Markets Category 4	$50.00
Intermediate Markets Category 5	$60.00
Emerging Markets- Category 6	$85.00
Conversion and Implementation Costs
Conversion and Implementation	Waived (see Notes)
Workbench Information Delivery
Client Reporting
Unlimited Workbench User IDs*
Customized Report Development
Per Report (Minimum) for One-time Development Fee	$1,000.00
Per Report Annual Maintenance Fee	$500.00
Per Hour for Special Projects	$150.00

38

NOTES
Custodian will pass through to the client any out-of-pocket expenses associated with the following:
·	Worldwide custody, including but not limited to, postage, courier expenses, registration fees, stamp duties, and fed wire fees, etc.
·	Postage and courier expenses associated with delivery of reports
·	Proxy or tender solicitation expenses incurred with respect to our duties
·	Charges for customized reporting development, programming, interface development and maintenance at $150 per hour
·	Costs on client specific, customized vendor feeds or data services used to support client customized reporting
·	Communication and hardware expenses including terminals, printers and leased lines required to support data transmissions to/from Custodian
·	Legal charges for extraordinary events, such as lawsuits, client initiated events and regulatory audits, etc.
·	The U.S. depository, physical and foreign market transaction categories will include buys and sells in the appropriate market, free trades, maturities, corporate action transactions, pairoff transactions, repurchase agreements, cross trades and fund mergers as well as transfers out of Custodian as it relates to a deconversion or transactions related to a transfer in kind. Subject to the provisions of Article IV, Section 7(f) and 7(g) of the Agreement to which this Appendix E is attached, (i) transactions related to the change of a sub-custodian will not be billed, nor will transactions related to a conversion of assets into Custodian be billed and (ii) Custodian will not charge transaction fees for security movements related to securities lending provided that Custodian or its affiliate is the securities lending agent.
·	Memo items and non-affiliated/external sweep products will be included as a U.S. depository transaction.
·	Non-U.S. cash transfers to/from an outside party are included under foreign market transactions. (Excludes cash transfers between accounts within Custodian’s Subcustodian network.)
Additional fees may apply in situations where the following may occur: client’s billing requirements are exceptional, client requires “rush” service or systems development, clients require consulting services and / or manual or otherwise exceptional pricing for securities, Tax Department support work, or client requires on-site training.
Market Tiers:
Developed Markets
Category 1: Canada, Euroclear, France, Germany, Italy, Japan, Netherlands, New Zealand, Spain, Sweden, Switzerland, United Kingdom, CEDEL
Category 2: Austria, Australia, Belgium, Denmark, Finland, Ireland, Luxembourg, Mexico, Norway, South Africa
Category 3: Argentina, Brazil, Hong Kong, Malaysia, Portugal, Singapore, South Korea, Sri Lanka, Thailand, Turkey
Intermediate Markets
Category 4: Czech Republic, Greece, Hungary, Indonesia, Israel, Peru, Taiwan, Zimbabwe
Category 5: Bangladesh, Bermuda, Botswana, Ghana, Kenya, Mauritius, Pakistan, Philippines, Poland, Uruguay
Emerging Markets
Category 6: Chile, China – Shanghai, China – Shenzhen, Colombia, Cyprus, Egypt, Estonia, India, Jordan, Morocco, Russia, Slovak Republic, Venezuela, Zambia

39

Earnings credits and Overdraft Fees:
	Earnings credits and overdraft rates will be calculated monthly on the basis of the following formula: The Account may earn interest on balances, including disbursement balances and balances arising from purchase and sale transactions. For each month during which the Custodian holds property for the 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 of the Account is more than zero, such cash balance amount will earn interest calculated by taking the amount of the idle balance multiplied by the Overnight Federal Funds Rate (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 of the Account 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 Federal Funds Rate (defined below) plus .50% divided by 365 days. The amount of 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 Monthly Notification 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 expenses. A Daily Charge shall not apply to the extent that an overdraft is solely due to Custodian error.
	The term “Overnight Federal Funds Rate” shall mean, for any month, the average of daily “Federal Funds Rates” for such 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.
Initial Custody Conversion Fee Waiver
Custodian will not charge custody transaction charges (per this fee schedule) related to the initial conversion of assets to Custodian.
Custodian will not pass thru global custody market charges (including but not limited to, postage, courier expenses, registration fees, stamp duties, and fed wire fees, etc.) related to the initial conversion of assets to Custodian provided that the securities are properly registered at current custodian.
FEES WILL BE PAYABLE AS FOLLOWS
Fees will be calculated and billed on a monthly basis. Fees not paid within 60 days of the due date will be subject to a late charge of 1.5% of the amount billed. Additional charges of 1.5% per month will be incurred for each additional month fees remain unpaid.

MELLON BANK, N.A.
By:	/s/ illegible
Title:	First Vice President

40

DELAWARE GROUP ADVISER FUNDS, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP CASH RESERVE, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP EQUITY FUNDS I, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP EQUITY FUNDS II, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP EQUITY FUNDS III,  

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP EQUITY FUNDS IV,  

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP EQUITY FUNDS V, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP FOUNDATION 

FUNDS, on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP INCOME FUNDS, 

on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP STATE TAX-FREE 

INCOME TRUST, on behalf of its Series 

identified on Appendix D 

DELAWARE GROUP TAX-FREE FUND, 

on behalf of its Series identified on 

Appendix D 

41

DELAWARE GROUP TAX-FREE 

MONEY FUND, on behalf of its Series 

identified on Appendix D 

DELAWARE GROUP GLOBAL & 

INTERNATIONAL FUNDS, on behalf of 

its Series identified on Appendix D 

VOYAGEUR INSURED FUNDS, on behalf 

of its Series identified on Appendix D 

DELAWARE INVESTMENTS 

MUNICIPAL TRUST, on behalf of its 

Series identified on Appendix D 

VOYAGEUR INTERMEDIATE TAX- 

FREE FUNDS, on behalf of its Series 

identified on Appendix D 

VOYAGEUR MUTUAL FUNDS, on behalf 

of its Series identified on Appendix D 

VOYAGEUR MUTUAL FUNDS II, on 

behalf of its Series identified on Appendix D 

DELAWARE GROUP GOVERNMENT 

FUND, on behalf of its Series identified on 

Appendix D 

DELAWARE GROUP LIMITED-TERM 

GOVERNMENT FUNDS, on behalf of its 

Series identified on Appendix D 

DELAWARE POOLED TRUST, on behalf 

of its Series identified on Appendix D 

VOYAGEUR MUTUAL FUNDS III, on 

behalf of its Series identified on Appendix D 

VOYAGEUR TAX FREE FUNDS, on 

behalf of its Series identified on Appendix D 

DELAWARE VIP TRUST, on behalf of its 

Series identified on Appendix D 

42

DELAWARE INVESTMENTS ARIZONA
MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS
COLORADO INSURED MUNICIPAL
FUND, INC.
DELAWARE INVESTMENTS FLORIDA
INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS
MINNESOTA MUNICIPAL INCOME
FUND II, INC.
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/ Richard Salus
Title:	Chief Financial Officer

43

Delaware Funds

EXHIBIT ACUSTOMER IDENTIFICATION PROGRAM NOTICE

 

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.

44