-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cx4QtPV2kXIDJ0jHgsOqrQHbHpcsWiLInRK2WLAP4mve5D/n+rNXKdP4ss+ysFvl m6WNSAACt4fKmQxV/RmoXQ== /in/edgar/work/20000601/0000950116-00-001382/0000950116-00-001382.txt : 20000919 0000950116-00-001382.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950116-00-001382 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20000601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-59011 FILM NUMBER: 647850 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 2005 MARKET STREET STREET 2: P O BOX 9011 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 2005 MARKET STREET STREET 2: P O BOX 9011 CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC TO-I 1 0001.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE TO ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. ) DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Issuer) DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Person Filing Statement) SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 245916101 (CUSIP Number of Class of Securities) Eric E. Miller, Esq., Secretary Delaware Group Global 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 Person(s) Filing Statement) CALCULATION OF FILING FEE ---------------------------------------------------------------------- TRANSACTION VALUATION $8,546,085 (a) AMOUNT OF FILING FEE: $1,709.22 (b) ---------------------------------------------------------------------- (a) Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value was calculated by multiplying 665,065 shares of Common Stock of Delaware Group Global Dividend and Income Fund, Inc. by $12.85, the Net Asset Value per share as of 4:00 p.m. May 25, 2000. 1 (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: / / - ------------------------------------------------------------------------------- 2 EXPLANATORY NOTE Copies of the Offer to Purchase, dated June 1, 2000, and the Letter of Transmittal, among other documents, have been filed by Delaware Group Global Dividend and Income Fund, Inc., as Exhibits to this Schedule TO, Tender Offer Statement, pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended (the "Schedule"). Unless otherwise indicated, all material incorporated herein by reference into this Schedule in response to items or sub-items of this Schedule is incorporated by reference to the corresponding caption in the Offer to Purchase, including the information provided under those captions as being incorporated in response thereto. 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 Group Global 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 1818 Market Street, Philadelphia, Pennsylvania 19103-3862. The telephone number is (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 25, 2000 there were 6,650,646 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 4:00 p.m. 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 2000), 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 Group Global 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 1818 Market Street, Philadelphia, Pennsylvania 19103-3862. The telephone number is (800) 523-1918. The filing person is the subject company. The members of the Board of Directors of the Fund and their addresses are as follows: Wayne A. Stork, Philadelphia, Pennsylvania; Walter P. Babich, King of Prussia, Pennsylvania; David K. Downes, Philadelphia, Pennsylvania; John H. Durham, Horsham, Pennsylvania; Anthony D. Knerr, New York, New York; Ann R. Leven, New York, New York; Thomas F. Madison, Minneapolis, Minnesota; Charles E. Peck, Fredericksburg, Virginia; and Jan L. Yeomans, St. Paul, Minnesota. Messrs. Stork and Downes are considered "interested persons" of the Fund as that term is defined in the 1940 Act because they are affiliated with the investment adviser of the Fund. The executive officers of the Fund and their addresses are as follows: David K. Downes, President/Chief Executive Officer, Philadelphia, Pennsylvania; Richard J. Flannery, Executive Vice President/General Counsel, Philadelphia, Pennsylvania; H. Thomas McMeekin, Executive Vice President/Chief Investment Officer, Fixed Income, Philadelphia, Pennsylvania; Eric E. Miller, Senior Vice 3 President/Secretary, Philadelphia, Pennsylvania; Richard G. Unruh, Jr., Executive Vice President/Chief Investment Officer, Equity, Philadelphia, Pennsylvania; Joseph H. Hastings, Senior Vice President/Corporate Controller, Philadelphia, Pennsylvania; Michael P. Bishof, Senior Vice President/Treasurer, Philadelphia, Pennsylvania; and Lisa Brinkley, Senior Vice President/Compliance Director, Philadelphia, Pennsylvania. Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Delaware Group Global Dividend and Income Fund, Inc., 1818 Market Street, Philadelphia, Pennsylvania 19103. ITEM 4. TERMS OF THE TRANSACTION. (a) The Fund's Board of Directors has determined to commence an offer to purchase up to 10%, or 665,065 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 4:00 p.m., New York City time, on June 30, 2000, or such later date after which the offer is extended, upon the terms and subject to 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 to Holders of Common Stock 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 consideration offered to shareholders, the 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 procedures for tendering Shares and withdrawing securities tendered, and the manner in which securities will be accepted for payment, see Section 2. "Procedure 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. "Procedure for Tendering Shares," Section 10. "Certain Effects of the Offer" and Section 14. "Certain U.S. 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 under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (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 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. 4 ITEM 6. PURPOSE 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. The Shares acquired by the Fund will become treasury shares and will be available for issuance by the Fund without further shareholder action (except as required by applicable law or the rules of national securities exchanges on which Shares are listed). 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 cash on hand, and then from the proceeds from the sale of portfolio securities held by the Fund. With respect to the management of the Fund, H. Thomas McMeekin has announced his intention to resign from his positions with the Fund. As a result, it is expected that Mr. McMeekin will not be reappointed to his positions with the Fund at the Board of Directors' upcoming June 15, 2000 meeting. It is also expected that William E. Dodge will be proposed to be appointed as an Executive Vice President of the Fund and the Fund's Chief Investment Officer, Equity, and that Richard G. Unruh, Jr. will be proposed to be appointed as an Executive Vice President of the Fund and the Fund's Chief Investment Officer, Fixed Income. Except as set forth above, the Fund has no plans, proposals or negotiations that relate to or would result in (i) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Fund; (ii) any purchase, sale or transfer of a material amount of assets of the Fund; (iii) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Fund; (iv) any change in the present Board of Directors or management of the Fund, including, but not limited to, any plans or proposals to change the number or the term of Directors, or to fill any existing vacancies on the Board of Directors or to change any material term of the employment contract of any executive officer of the Fund; (v) any other material change in the Fund's corporate structure or business, including any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the 1940 Act; (vi) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; (vii) any class of equity securities of the Fund becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; or (viii) the suspension of the Fund's obligation to file reports pursuant to Section 15(d) of the Exchange Act; (ix) the acquisition by any person of additional securities of the Fund, or the disposition of the securities of the Fund; or (x) any changes in the Fund's charter, by-laws or other governing instruments or other actions that could impede the acquisition of control of the Fund. 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. 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 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 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 or affiliate (as such term is used in the Exchange Act) of the Fund, any person 5 controlling the Fund, any executive officer or director of any corporation 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. 6 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 to Holders of Common Stock. (a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv) Letter to Clients and Client Letter of Instructions to Holder of Record of Client Shares. (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 15, 2000.* (b) Not applicable. (d)(1) Form of Depositary Agreement between the Fund and ChaseMellon Shareholder Services, L.L.C. dated as of May 26, 2000. (d)(2) Form of the Information Agent Letter Agreement with ChaseMellon Shareholder Services, L.L.C. dated May 22, 2000. (d)(3) Investment Management Agreement with Delaware Management Company dated January 1, 1999. (d)(4) Sub-Advisory Agreement with Delaware International Advisers Ltd. dated January 1, 1999. (d)(5) Form of Transfer Agency Agreement with EquiServe. (d)(6) Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998. (d)(7) Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996, as amended November 20, 1997 and August 24, 1998. (g) Not applicable. (h) Not applicable.
- ---------------------- * Previously filed on Schedule TO via EDGAR on May 15, 2000. 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 GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. /s/ Eric E. Miller -------------------------------------- Eric E. Miller Senior Vice President and Secretary June 1, 2000 7 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 to Holders of Common Stock. (a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv) Letter to Clients and Client Letter of Instructions to Holder of Record of Client Shares. (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 15, 2000.* (b) Not applicable. (d)(1) Form of Depositary Agreement between the Fund and ChaseMellon Shareholder Services, L.L.C. dated as of May 26, 2000. (d)(2) Form of the Information Agent Letter Agreement with ChaseMellon Shareholder Services, L.L.C. dated May 22, 2000. (d)(3) Investment Management Agreement with Delaware Management Company dated January 1, 1999. (d)(4) Sub-Advisory Agreement with Delaware International Advisers Ltd. dated January 1, 1999. (d)(5) Form of Transfer Agency Agreement with EquiServe. (d)(6) Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998. (d)(7) Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996, as amended November 20, 1997 and August 24, 1998. (g) Not applicable. (h) Not applicable.
- ---------------------- * Previously filed on Schedule TO via EDGAR on May 15, 2000. 8 EX-99.(A)(1)(I) 2 0002.txt LETTER TO SHAREHOLDERS AND OFFER TO PURCHASE Delaware Group Global Dividend and Income Fund, Inc. 1818 Market Street Philadelphia, Pennsylvania 19103 Dear Shareholder: On April 20, 2000, the Board of Directors of the Delaware Group Global Dividend and Income Fund, Inc. (the Fund), approved a tender offer for shares of the Fund's Common Stock, if certain conditions were met. Because those conditions have been met, the Fund is commencing an offer to purchase up to 10% 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 10% 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 4:00 p.m., New York City time, the day after the offer expires (as described below). The Offer is designed to provide those shareholders of the Fund that wish to redeem shares based on their NAV with the opportunity to do so. In order to participate, the materials described in the Offer must be delivered to ChaseMellon Shareholder Services, L.L.C. by 5:00 p.m., New York City time, June 29, 2000, or such later date to which the Offer is extended (the Expiration Date). The pricing date for the Offer is currently scheduled to be June 30, 2000. Should the Offer be extended beyond June 29, 2000, 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 4:00 p.m. 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, 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 may shares to tender. As of 4:00 p.m. on Thursday, May 25, 2000, the Fund's NAV was $12.85 per share and 6,650,646 shares were issued and outstanding. The Fund's NAV during the pendency of this Offer may be obtained by contacting ChaseMellon Shareholder Services, L.L.C., the Fund's Depositary and Information Agent, toll free at (888) 235-9839. 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 ChaseMellon Shareholder Services, L.L.C. at (888) 235-9839. Sincerely, /s/ David K. Downes David K. Downes Director, Chief Executive Officer and President June 1, 2000 OFFER TO PURCHASE DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. OFFER TO PURCHASE FOR CASH 665,065 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 PAGE REFERENCES PARENTHETICALLY TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION OF THE TOPICS IN THIS SUMMARY. What and how many securities is Delaware Group Global Dividend and Income Fund, Inc. offering to purchase? (Page 7) The Fund is offering to purchase up to 10% or 665,065 shares (the Offer Amount) of its 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, any purchases will be made 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? (Pages 7 and 11) 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 4:00 p.m., New York City time, on June 30, 2000, unless the offer is extended. As of May 25, 2000, the Fund's NAV was $12.85 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, how will I be notified? (Pages 7 and 19) o The offer expires on Thursday, June 29, 2000, at 5:00 p.m., New York City time, unless the Fund extends the offer. o 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. o If the offer period is extended, the Fund will make a public announcement of the extension no later than 9:00 a.m. on the next business day following the previously scheduled expiration date. Will I have to pay any fees or commissions? (Page 7) 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? (Page 16) Assuming the Fund purchases 665,065 Shares at the May 25, 2000 NAV of $12.85 per Share, the Fund's total cost, not including fees and expenses incurred in connection with the offer, will be approximately $8.55 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. 1 How do I tender my Shares? (Page 8) 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 must, prior to the date and time the offer expires, either: o 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 made payable to Delaware Group Global Dividend and Income Fund, Inc. to ChaseMellon Shareholder Services, L.L.C. (Depositary) (and the Depositary must receive them prior to the date and time the offer expires) at its address set forth on page 5 of this offer. If you hold certificates for Shares, you must send the certificates to the Depositary (and the Depositary must receive them prior to the date and time the offer expires) at its address set forth on page 5 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; or o 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. Shareholders may tender all such uncertificated Shares by completing the appropriate section of the Letter of Transmittal or Notice of Guaranteed Delivery. Until what time can I withdraw tendered Shares? (Page 10) You may withdraw your tendered Shares at any time before 5:00 p.m. on the date the offer period expires. In addition, after 12:00 midnight New York City time, on July 27, 2000, if the Fund has not yet accepted tendered Shares for payment, you may withdraw your tendered Shares. How do I withdraw tendered Shares? (Page 10) If you desire to withdraw tendered Shares you should either: o Give proper written notice to the Depositary; or o 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? (Page 16) 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? (Page 12) The purpose of the offer is to fulfill a commitment made in the Fund's prospectus, dated February 25, 1994, by the Board of Directors of the Fund to conduct a tender offer for Shares of the Fund when 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. 2 What are the most significant conditions to the offer? (Page 11) It is the Board of Directors' policy that the Fund cannot accept Shares tendered for payment under any one of the following circumstances which, 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 to the offer. For a complete list of the conditions to the offer, please see Section 5, "Certain Conditions of the Offer" of this Offer to Purchase. o 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. o The offer could impair compliance with SEC or IRS requirements. o Trading generally or prices on the New York Stock Exchange or NASDAQ are suspended or limited. o The purchase of Shares in the offer would result in the delisting of the Shares on the New York Stock Exchange. o 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. o 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. o Circumstances where, in the Board of Directors' judgment, the Fund or its shareholders may be adversely affected if Shares were purchased in the offer. o 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? (Page 14) If you do not tender your Shares (or if you own Shares following the 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 (888) 235-9839 between the hours of 9:00 a.m. and 5:00 p.m. New York City time, Monday through Friday, except holidays. 3 DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. OFFER TO PURCHASE FOR CASH 665,065 OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT NET ASSET VALUE PER SHARE -------------------------------------------- THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON JUNE 29, 2000, UNLESS THE OFFER IS EXTENDED. -------------------------------------------- To the holders of Common Stock of DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.: Delaware Group Global 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 10%, or 665,065 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 4:00 p.m. New York City time on June 30, 2000, or if the offer period is extended, on the next business day after the offer period expires. The offer period and withdrawal rights will expire at 5:00 p.m. New York City time on June 29, 2000 (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. The NAV on May 25, 2000 was $12.85 per Common Share. Through the Expiration Date, you can obtain current NAV quotations from ChaseMellon Shareholder Services, L.L.C. ("Depositary") by calling toll free (888) 235-9839 between the hours of 9:00 a.m. and 5:00 p.m. New York City time, Monday through Friday, except holidays. Also see Section 8 of this Offer to Purchase. 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 of this Offer to Purchase. 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. 4 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 OF THIS OFFER TO PURCHASE. 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 at the telephone number set forth below. ChaseMellon Shareholder Services, L.L.C. Telephone Number: (888) 235-9839 Facsimile Copy Number: (201) 296-4293 Confirm by Telephone: (201) 296-4860
By Express Mail or By First Class Mail: Overnight Courier: By Hand: - -------------------- ------------------ -------- Post Office Box 3301 85 Challenger Road 120 Broadway -- 13th Floor South Hackensack, NJ 07606 Mail Drop Reorg. Dept. New York, NY 10271 Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept.
June 1, 2000 5 TABLE OF CONTENTS
SECTION PAGE 1. Price; Number of Shares; Service Fee ...................................... 7 2. Procedure for Tendering Shares ............................................ 8 3. Withdrawal Rights ......................................................... 10 4. Payment for Shares ........................................................ 11 5. Certain Conditions of the Offer ........................................... 11 6. Purpose of the Offer ...................................................... 12 7. Plans or Proposals of the Fund ............................................ 13 8. Price Range of Shares ..................................................... 13 9. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares ................................................... 13 10. Certain Effects of the Offer ............................................. 14 11. Source and Amount of Funds ............................................... 16 12. Certain Information about the Fund ....................................... 16 13. Additional Information ................................................... 16 14. Certain U.S. Federal Income Tax Consequences ............................. 16 15. Extension of Tender Period; Termination; Amendments ...................... 19 16. Fees and Expenses ........................................................ 19 17. Miscellaneous ............................................................ 19
6 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 10% or 665,065 Shares ("Offer Amount") or such lesser number of its issued and outstanding Shares which are properly tendered (and not withdrawn in accordance with Section 3 of this Offer to Purchase) prior to 5:00 p.m., New York City time, on June 29, 2000 (such time and date being hereinafter called the "Initial Expiration Date"). The Fund reserves the right to extend the Offer. See Section 15 of this Offer to Purchase. 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 Offer is for cash and the purchase price of the Shares will be their NAV computed as of 4:00 p.m. New York City time on June 30, 2000, or, if the Offer period is extended, the next business day following the newly designated Expiration Date. The NAV on May 25, 2000 was $12.85 per Share. You can obtain current NAV quotations from the Depositary by calling (888) 235-9839 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 of this Offer to Purchase. 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, any purchases of Shares will be made on a pro rata basis. Shareholders will pay to the Fund a $25.00 fee ("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 their 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 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 submit a check or money order made payable to Delaware Group Global Dividend and Income Fund, Inc. for $25.00 for each Fund account to the Depositary at the time Shares are transferred to pay the amount of the Service Fee. Each Nominee Holder must submit a check or money order to the Depositary made payable to Delaware Group Global Dividend and Income Fund, Inc. in an amount equal to $25.00 multiplied by the number of client accounts at the time the Shares are transferred to pay the amount of the Service Fee. The Service Fee will be returned to a shareholder or Nominee Holder only in circumstances where none of the Shares tendered for a particular client account are accepted. Except for the Service Fee, tendering shareholders will not be obligated to pay brokerage commissions, fees or, except in the circumstances set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund. On April 30, 2000, there were approximately 6,650,646 Shares issued and outstanding and there were approximately 248 holders of record of Shares. The Fund has been advised that no Directors, officers or affiliates (as such term is used in 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 of this Offer to Purchase. 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. 7 2. PROCEDURE 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 5:00 p.m. New York City time on the Expiration Date: (a)(i) 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 5 of this Offer; and (ii) Either the certificates for Shares must be transmitted to and received by the Depositary at its address set forth on page 5 of this Offer, or the tendering shareholder must comply with the Book-Entry Delivery Procedure set forth in Section 2.C; or (b) 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. Shareholders may tender all such uncertificated Shares by completing the appropriate section of the Letter of Transmittal or Notice of Guaranteed Delivery. 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. B. Signature Guarantees and Method of Delivery. Signatures on the Letter of Transmittal are required to be guaranteed if (1) the Letter of Transmittal is signed by someone other than the registered holder of the Shares tendered therewith, or (2) payment for tendered Shares is to be sent to a payee other than the registered owner of such Shares and/or to an address other than the registered address of the registered owner of the 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"). (Shareholders should contact the Depositary for a determination as to whether a particular institution is 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 Shares are registered in the name of a person or persons other than the 8 signer of the Letter of Transmittal or if (i) payment is to be made to, (ii) unpurchased Shares are to be registered in the name of, or (iii) any certificates for unpurchased Shares are to be returned to any person other than the registered owner, then the Letter of Transmittal and, if applicable, the tendered Share certificates must be endorsed or accompanied by appropriate authorizations, in either case signed exactly as such name or names appear on the registration of the Shares with the signatures on the certificates or authorizations guaranteed by an Eligible Guarantor. See Instructions 1 and 5 of the Letter of Transmittal. 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 5, 2000. 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 5 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 (ii) 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; and (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 book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) 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. 9 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. 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 31% of the gross payments made pursuant to the Offer, each shareholder who has not previously submitted a Substitute Form W-9 to the Fund or does not otherwise establish an exemption from such withholding 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. Foreign shareholders 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 of this Offer to Purchase. 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 12:00 midnight New York City time on July 27, 2000, if the Fund has not yet accepted tendered Shares for payment, you may withdraw your tendered Shares. Subject to the terms and conditions of the Offer, the Fund expects to accept for payment properly tendered Shares promptly after the Expiration Date. To be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address set forth on page 5 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 of this Offer to Purchase, 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. None of the Fund, the Depositary or 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 of this Offer to Purchase prior to 5:00 p.m. New York City time on the Expiration Date. 10 4. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed to have accepted for payment (and thereby purchased) Shares which 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 expects to, promptly after the Expiration Date, accept for payment (and thereby purchase) Shares properly tendered prior to 5:00 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 tendering shareholders 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. 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) certificates for such unpurchased Shares will be returned, 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 for that account have been accepted for payment. 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 of this Offer to Purchase. Any tendering shareholder or other payee who has not previously submitted a completed and signed Substitute Form W-9 and 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 31% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. Non-U.S. shareholders, however, should provide the Depositary with a completed Form W-8 in order to avoid 31% backup withholding. A copy of Form W-8 will be provided upon request from the Depositary. See Sections 2 and 14 of this Offer to Purchase. 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 having advised the Fund that it would consider delisting if the aggregate market value of the Fund's outstanding shares is less than $5,000,000, the number of publicly held Shares falls below 600,000 or the number of round-lot holders falls below 1,200), (b) impair the Fund's status as a regulated investment company under the Internal Revenue Code 11 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 of this Offer to Purchase. 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 of this Offer to Purchase. 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 February 25, 1994 (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 Section 13e-4 of the Exchange Act. Any Shares acquired by the Fund pursuant to the Offer will become treasury Shares and will be available for issuance by the Fund without further shareholder action (except as required by applicable law or the rules of national securities exchanges on which the Shares are listed). 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 12 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 which relate to or would result in any extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Fund; a 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. With respect to the management of the Fund, H. Thomas McMeekin has announced his intention to resign from his positions with the Fund. As a result, it is expected that Mr. McMeekin will not be reappointed to his positions with the Fund at the Board of Directors' upcoming June 15, 2000 meeting. It is also expected that William E. Dodge will be proposed to be appointed as an Executive Vice President of the Fund and the Fund's Chief Investment Officer, Equity, and that Richard G. Unruh, Jr. will be proposed to be appointed as an Executive Vice President of the Fund and the Fund's Chief Investment Officer, Fixed Income. 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 2000), the High, Low and Closing (as of 4:00 p.m. on the last day of each of the Fund's fiscal quarters) NAVs and Market Prices, per Share were as follows:
Fiscal Quarter Ended NAV Market Price - -------------------- --- ------------ High Low Close High Low Close February 28, 1998 $ 17.27 $ 16.47 $ 17.14 $ 19.25 $ 17.00 $ 18.44 May 31, 1998 $ 17.74 $ 17.20 $ 17.10 $ 18.50 $ 16.44 $ 16.63 August 31, 1998 $ 17.06 $ 14.72 $ 14.36 $ 17.31 $ 13.38 $ 13.38 November 30, 1998 $ 15.77 $ 14.19 $ 15.70 $ 15.88 $ 13.38 $ 15.88 February 28, 1999 $ 16.09 $ 15.05 $ 15.07 $ 16.00 $ 14.63 $ 15.00 May 31, 1999 $ 16.24 $ 15.01 $ 15.61 $ 15.00 $ 13.56 $ 14.56 August 31, 1999 $ 15.81 $ 15.04 $ 14.97 $ 14.50 $ 13.13 $ 13.63 November 30, 1999 $ 15.08 $ 13.88 $ 13.92 $ 13.69 $ 11.69 $ 11.75 February 29, 2000 $ 14.43 $ 12.86 $ 12.83 $ 12.19 $ 10.94 $ 11.13
In December 1995, the Fund implemented a managed distribution policy. Under the policy, the Fund declares and pays monthly dividends at an annual rate of not less than $1.50 per share and is managed with a goal of generating as much of the dividend as possible from ordinary income (net investment income and short-term capital gains). The balance of the dividend then comes from long-term capital gains (once a year) and, if necessary, a return of capital. No dividends were designated as return of capital for the fiscal year ended November 30, 1999. 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," in this Offer to Purchase. 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 June 29, 2000 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 and their addresses are as follows: Wayne A. Stork, Philadelphia, Pennsylvania; Walter P. Babich, King of Prussia, Pennsylvania; David K. Downes, Philadelphia, Pennsylvania; John H. Durham, Horsham, Pennsylvania; Anthony D. Knerr, New York, New York; Ann R. Leven, New 13 York, New York; Thomas F. Madison, Minneapolis, Minnesota; Charles E. Peck, Fredericksburg, Virginia; and Jan L. Yeomans, St. Paul, Minnesota. Messrs. Stork and Downes are considered "interested persons" of the Fund as that term is defined in the Investment Company Act of 1940, as amended, because they are affiliated with the investment adviser of the Fund. The executive officers of the Fund and their addresses are as follows: David K. Downes, President/Chief Executive Officer, Philadelphia, Pennsylvania; Richard J. Flannery, Executive Vice President/General Counsel, Philadelphia, Pennsylvania; H. Thomas McMeekin, Executive Vice President/Chief Investment Officer, Fixed Income, Philadelphia, Pennsylvania; Eric E. Miller, Senior Vice President/Secretary, Philadelphia, Pennsylvania; Richard G. Unruh, Jr., Executive Vice President/Chief Investment Officer, Equity, Philadelphia, Pennsylvania; Joseph H. Hastings, Senior Vice President/Corporate Controller, Philadelphia, Pennsylvania; Michael P. Bishof, Senior Vice President/Treasurer, Philadelphia, Pennsylvania; and Lisa Brinkley, Senior Vice President/Compliance Director, Philadelphia, Pennsylvania. Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Delaware Group Global Dividend and Income Fund, Inc., 1818 Market Street, Philadelphia, Pennsylvania 19103. As of May 18, 2000, the Directors and executive officers 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 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 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 advisory agreement. Under the investment advisory agreement, the Adviser provides investment advisory services to the Fund for an annual fee calculated daily at the rate of 0.70% of the Fund's adjusted average daily net assets. The Fund also receives investment advisory services pursuant to a Sub-Advisory Agreement between the Adviser and Delaware International Advisers Ltd. (the "Sub-Adviser"), an affiliate of the Adviser. Pursuant to the Sub-Advisory Agreement, the Adviser pays the Sub-Adviser a monthly fee equal to 40% of the fee it receives under the terms of the Investment Advisory Agreement. The Fund also is a party to certain other service agreements. The Fund is a party to a Fund Administration and Accounting Agreement with Delaware Service Company, Inc. (the "Administrator"), an affiliate of the Adviser. Under the terms of the Fund Administration and Accounting Agreement, the Administrator provides accounting and administration services to the Fund for a monthly fee computed at the annual rate of 0.05% of the Fund's adjusted average daily net assets subject to an annual minimum fee of $100,000. The Chase Manhattan Bank, N.A. serves as custodian for the Fund's portfolio securities pursuant to a Global Custodian Agreement entered into with the Fund. Under the Global Custodian Agreement, the Fund is obligated to pay a fee equal to .0025% of the Fund's average daily net assets, plus sub-custodial fees for securities held internationally, trading fees and out-of-pocket expenses. The Fund is a party to a transfer agency agreement with EquiServe. Pursuant to this transfer agency agreement, the Fund is obligated to pay EquiServe a monthly fee equal to $1,250 plus account maintenance fees, certificate issuance fees and out-of-pocket expenses for the services it provides as transfer agent, dividend disbursing agent and registrar for the Fund. The Fund also is a party to a $25,000,000 Credit Agreement (the "Credit Agreement") with The Chase Manhattan Bank, N.A., which is used for the purpose of financing additional portfolio securities for the Fund. The Credit Agreement provides the Fund with a $25 million revolving line of credit, subject to a variable interest rate. 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 14 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, currently June 30, 2000, if such a decline continued until 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 shareholders that hold Shares following completion of the Offer. 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. 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 carryforwards) 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 December 31, 1999, there was unrealized appreciation of over $1.5 million in the Fund's portfolio as a whole, and as of the end of the most recent fiscal year, there were no capital loss carryforwards that for tax purposes could offset some or all of any gains actually realized. 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 but should not result in any tax consequences for non-tendering shareholders. See Section 14, "Certain U.S. Federal Income Tax Consequences," below. 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 12, 2000, illiquid and restricted portfolio securities, those that cannot be disposed of promptly and in the usual course of business without taking a reduced price, comprised only a small portion of the Fund's total assets. In fact, illiquid and restricted portfolio securities comprised only approximately 0.15% of the Fund's total assets. If 10% of the Fund's Shares were purchased pursuant to the Offer, the percentage of the Fund's total assets represented by illiquid and restricted securities after the conclusion of the Offer would be expected to increase slightly, but such increase would not meaningfully increase the Fund's risk profile and such securities would remain a relatively small portion of the Fund's total assets. 15 Possible Proration. If greater than 10% 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, which is currently expected to be on June 30, 2000. If the NAV per Share on that date were the same as the NAV per Share on May 25, 2000, and if 10% 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 $8.55 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 of this Offer to Purchase. The Fund will not borrow money to finance the purchase of tendered Shares. 12. CERTAIN INFORMATION ABOUT THE FUND. The Fund was organized as a Maryland corporation on September 22, 1993, and is a diversified, closed-end management investment company under the Investment Company Act of 1940. The Shares were first issued to the public on March 4, 1994. 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 objective by investing in income generating equity securities, including dividend paying common stocks, convertible securities, preferred stocks and other equity related securities of US and foreign issuers. In addition, the Fund may invest in non-convertible debt securities consisting primarily of government and high yield corporate bonds of US and foreign issuers. The principal executive offices of the Fund are located at 1818 Market Street, Philadelphia, Pennsylvania 19103-3862. Please refer to Section 8 "Price Range of Shares" of this Offer to Purchase. 13. ADDITIONAL INFORMATION. The Fund is subject to the information and reporting requirements of the Investment Company Act of 1940, as amended, 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 a Tender Offer Statement on Schedule TO with the Commission. Such reports and other information should be available for inspection at the public reference room at the Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. Copies may be obtained, by mail, upon payment of the Commission's customary charges, by writing to its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports and other information should also be available on the Commission's web site (http://www.sec.gov). 14. CERTAIN U.S. 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," on page 10. Federal Income Tax Consequences to Non-Tendering Shareholders. The tender offer plan described in the Prospectus contemplates that a shareholder wishing to accept the tender offer must tender all (but not less than all) of the Shares owned by such shareholder or attributed to it under Section 318 of the Code, unless the Fund has received a private 16 letter ruling from the Internal Revenue Service that a tender of less than all of a shareholder's Shares will not cause non-tendering shareholders to realize constructive distributions on their Shares under Section 305 of the Code. The Fund applied for and has obtained such a ruling and, therefore, the Fund will accept tenders of less than all of a shareholder's Shares. 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. 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/or 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). 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 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. 17 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 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 .000118 percent to .0001081 percent) 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. Federal Income Tax Consequences to Tendering Shareholders -- Non-U.S. Shareholders. 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 his, her or 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 (i) that are engaged in a U.S. trade or business, (ii) that are former citizens or residents of the U.S. or (iii) that are subject to special rules such as "controlled foreign corporations" and "foreign personal holding companies." Such persons are advised to consult their own tax advisers. Non-U.S. shareholders should provide the Depositary with a completed Form W-8 in order to avoid 31% backup withholding. A copy of Form W-8 will be provided upon request from the Depositary. Backup Withholding. The Depositary may be required to withhold 31% 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 Transmittal Letter, 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 Internal Revenue Service that the shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends or (C) the Internal Revenue Service 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. 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. 18 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 4:00 p.m. New York City time 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 of this Offer to Purchase; and (b) amend the Offer in any respect by making a public announcement thereof. Such public announcement will be issued no later than 9:00 a.m. New York City time on the next business day after the previously scheduled 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)), 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, 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 ChaseMellon Shareholder Services, L.L.C. to act as Depositary and Information Agent. The Depositary/Information Agent will receive reasonable and customary compensation for its services and will also be reimbursed for certain out-of-pocket expenses and indemnified 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 Group Global Dividend and Income Fund, Inc. June 1, 2000 19 Depositary and Information Agent: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Facsimile Copy Number: (201) 296-4293 Confirm by Telephone: (201) 296-4860 For Further Information Call: (888) 235-9839 between 9:00 a.m. and 5:00 p.m., New York City time - ------------------------------------------------------------------------------------------------------- By First Class Mail: By Express Mail or Overnight Courier: By Hand: Post Office Box 3301 85 Challenger Road 120 Broadway -- 13th Floor South Hackensack, NJ 07606 Mail Drop Reorg. Dept. New York, NY 10271 Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept. - -------------------------------------------------------------------------------------------------------
EX-99.(A)(1)(II) 3 0003.txt LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL To Accompany Shares of Common Stock or Order Tender of Uncertificated Shares of DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. Tendered Pursuant to the Offer Dated June 1, 2000 - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON JUNE 29, 2000, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- The Depositary for the Offer is: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Facsimile Copy Number: (201) 296-4293 Confirm by Telephone: (201) 296-4860 For Further Information Call: (888) 235-9839 - ------------------------------------------------------------------------------------------------------ By First Class Mail: By Express Mail or Overnight Courier: By Hand: Post Office Box 3301 85 Challenger Road 120 Broadway -- 13th Floor South Hackensack, NJ 07606 Mail Drop Reorg. Dept. New York, NY 10271 Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept. - ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF SHARES TENDERED - ------------------------------------------------------------------------------------------------------------------------------------ Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) Shares Tendered appear(s) on certificate(s)) (Attach additional signed list if necessary) - ------------------------------------------------------------------------------------------------------------------------------------ Certificate Total Number Number(s)(1) of Shares Number Represented by of Shares Certificate(1) Tendered(2) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Total Shares: - ------------------------------------------------------------------------------------------------------------------------------------ (1) Need not be completed by shareholders tendering Shares by Book-Entry Delivery Procedure. (2) Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate delivered to the Depositary are being tendered hereby. See Instruction 4. - ------------------------------------------------------------------------------------------------------------------------------------
THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN. [ ] YES [ ] NO Note: If you do not check yes above, uncertificated Shares, if any, held in the name of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan will not be tendered. You must send this instrument to an address shown above or transmit the instrument to a facsimile number listed above to make a valid delivery. You should read the instructions accompanying this letter carefully before you complete this Letter of Transmittal. You should use this Letter of Transmittal in the following circumstances: (1) you are sending your share certificates with this Letter of Transmittal; (2) you are tendering shares received from the Fund's dividend reinvestment plan, which the Fund's transfer agent (EquiServe) holds in uncertificated form; or (3) you are tendering shares that are in book-entry form in accounts maintained by the Depositary at the Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the Book-Entry Delivery Procedure set forth in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. If your share certificates are not immediately available or you cannot deliver certificates for shares (other than as described above) or you cannot deliver confirmation of the book-entry transfer of your shares into the Depositary's account at the Book-Entry Transfer Facility and all other documents required hereby to the Depositary prior to 5:00 p.m., New York City time, on the Expiration Date (as defined on the following page), you may nevertheless tender your shares according to the Guaranteed Delivery Procedure set forth in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. See Instruction 2 below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution:_______________________________________________________________ Account Number:____________________________________________________________ Transaction Code Number:___________________________________________________ If the tendered shares are being tendered by a Nominee Holder (as defined on the following page) on behalf of its customers, please state the number of customer accounts for whose benefit the tender is made: ____ [ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s):____________________________________________ Date of Execution of Notice of Guaranteed Delivery:________________________ Name of Institution which Guaranteed Delivery:_____________________________ Account Number (if delivered by book-entry transfer):______________________ AMOUNT OF SHARES TENDERED Please indicate by checking the appropriate box below if you are tendering all the shares owned by you or less than all the shares owned. [ ] The undersigned hereby certifies that he/she/it is tendering ALL shares owned by the undersigned. [ ] The undersigned hereby certifies that he/she/it is tendering LESS THAN ALL of the shares owned by the undersigned. SERVICE FEE Please include a check for the service fee for $25.00 made payable to Delaware Group Global Dividend and Income Fund, Inc. For Nominee Holders, please include a check for the service fee for $25.00 for EACH of your client accounts that are tendering shares pursuant to the Offer (as defined on the following page). PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY. NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 5. 2 Ladies and Gentlemen: I hereby tender to the Delaware Group Global Dividend and Income Fund, Inc., a Maryland corporation (the "Fund"), the shares of the Fund's Common Stock described herein, $0.01 par value per share (the "Shares"). In return, I will receive cash at a price (the "Purchase Price") equal to the net asset value in U.S. dollars ("NAV") per Share as of 4:00 p.m., New York City time, on June 30, 2000, or such later date to which the Offer is extended. The terms of the tender are subject to the conditions set forth in the Fund's Offer to Purchase, dated June 1, 2000 (the "Offer to Purchase"), which I have received, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"). I also hereby tender a service fee (the "Service Fee") in an amount equal to $25.00, or if this tender is made by a broker, dealer, commercial bank, trust company or other nominee ("Nominee Holder"), in an amount equal to $25.00 multiplied by the number of the Nominee Holder's client accounts tendering Shares pursuant to the Offer. The Service Fee will be returned to me or the Nominee Holder, as appropriate, only in a case where none of my Shares tendered have been accepted. If the Fund, in its sole discretion, extends the Offer period, the "Expiration Date" shall mean the latest time and date on which the Offer, as so extended, shall expire. Subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered hereby 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 constitutes and appoints 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 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 undersigned's agent, 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. The undersigned hereby represents and warrants that: (a) the undersigned 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 hereto, 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 undersigned 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 undersigned has read and agreed to all of the terms of the Offer, including this Letter of Transmittal. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date in accordance with Section 3, "Withdrawal Rights," of the Fund's Offer to Purchase. After the Expiration Date, tenders made pursuant to the Fund's Offer will be irrevocable, except as stated in the Offer to Purchase. The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares tendered hereby, or may accept for purchase, pro rata with Shares tendered by other shareholders, fewer than all of the Shares tendered hereby. 3 Unless otherwise indicated below under "Special Payment Instructions," the check for the Purchase Price and any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) will be issued in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated below under "Special Delivery Instructions," the check for the Purchase Price and any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) will be sent to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that either the Special Delivery Instructions or the Special Payment Instructions are completed, the check for the Purchase Price will be issued to, and any returned certificates will be sent to, the person or persons so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares so tendered. The undersigned recognizes that the Special Payment Instructions and the Special Delivery Instructions are not applicable to Shares tendered by book-entry transfer, nor to uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan which may be tendered hereby.
- --------------------------------------------------------------- -------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4 AND 7) (SEE INSTRUCTIONS 1, 4 AND 7) To be completed ONLY if certificates for Shares not To be completed ONLY if certificates for Shares not tendered or not purchased and/or the check for the tendered or not purchased and/or any checks issued in purchase price of Shares purchased are to be issued in the name of the undersigned are to be sent to some- the name of someone other than the undersigned. one other than the undersigned or to the undersigned at an address other than that shown above. Issue [ ] check and/or [ ] Certificate(s) to: Deliver [ ] check and/or [ ] Certificate(s) to: Name:_________________________________________________ Name:________________________________________________ (Please print) (Please print) Address:______________________________________________ Address:_____________________________________________ _______________________________________________________ _____________________________________________________ (Include Zip Code) (Include Zip Code) Taxpayer I.D. or Social Security No.: Taxpayer I.D. or Social Security No.: _______________________________________________________ _____________________________________________________ - --------------------------------------------------------------- --------------------------------------------------------------------
4 - -------------------------------------------------------------------------------- REGISTERED HOLDERS PLEASE SIGN HERE Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 5. __________________________________________________ __________________________________________________ __________________________________________________ Dated:_____________, 2000 Name(s):______________________________________________________________________ (please print) Capacity (Full Title):________________________________________________________ Address:______________________________________________________________________ ______________________________________________________________________________ City State Zip Code Area Code and Telephone Number:_______________________________________________ Employer Identification or Social Security Number:____________________________ GUARANTEE OF SIGNATURE(S), IF REQUIRED (SEE INSTRUCTIONS 1 AND 5) Authorized Signature(s):______________________________________________________ Name:_________________________________________________________________________ (please print) Name of Firm:_________________________________________________________________ Address:______________________________________________________________________ ______________________________________________________________________________ City State Zip Code Dated:______________, 2000 ENCLOSE YOUR CHECK FOR THE SERVICE FEE IN THE AMOUNT OF $25.00 FOR EACH ACCOUNT, PAYABLE TO DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. IMPORTANT: COMPLETE AND SIGN THE ATTACHED SUBSTITUTE FORM W-9. FOREIGN SHAREHOLDERS, HOWEVER, SHOULD OBTAIN AND COMPLETE A FORM W-8. - -------------------------------------------------------------------------------- 5 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. Signature guarantees on this Letter of Transmittal are not required if (i) this Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such holder has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" herein, or (ii) such Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company having an office, branch or agency in the United States (each being hereinafter referred to as an "Eligible Guarantor"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor. See Instruction 5 below. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedure. This Letter of Transmittal is to be used only (a) if certificates are to be forwarded herewith, (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan are to be tendered, or (c) if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. Certificates for all physically tendered Shares, or confirmation of a book-entry transfer in the Depositary's account at the Book-Entry Transfer Facility of Shares tendered by book-entry transfer, together, in each case, with a properly completed and duly executed Letter of Transmittal or facsimile thereof with any required signature guarantees (or, in the case of book-entry transfer, an Agent's Message, as defined below), any other documents required by this Letter of Transmittal and payment for the Service Fee should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary prior to 5:00 p.m., New York City time, on the Expiration Date. 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, 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 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. Shareholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary prior to 5:00 p.m., New York City time, on the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to 5:00 p.m. on the Expiration Date, may tender their Shares by or through any Eligible Guarantor by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile thereof), which must be received by the Depositary prior to 5:00 p.m. on the Expiration Date, and by otherwise complying with the Guaranteed Delivery Procedure set forth in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. Pursuant to such procedures, the certificates for all physically tendered Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or, in the case of book-entry transfer, an Agent's Message), all other documents required by this Letter of Transmittal and payment of the Service Fee must be received by the Depositary within three business days after execution by the shareholder of such Notice of Guaranteed Delivery, all as provided in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY, EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. No alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance for payment of Shares. 6 3. Inadequate Space. If the space provided is inadequate, the certificate numbers and/or number of Shares should be listed on a separate signed schedule attached hereto. 4. Partial Tenders and Unpurchased Shares. (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER.) If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the column entitled "Number of Shares Tendered." In such case, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder, unless otherwise specified in the "Special Payment Instructions" or "Special Delivery Instructions" boxes in this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by certificates listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated. 5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) on the face of the certificates. (b) If any of the tendered Shares are held of record by two or more joint holders, ALL such holders must sign this Letter of Transmittal. (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many Letters of Transmittal as there are different registrations of certificates. (d) If payment is to be made, or the certificates for Shares not tendered or purchased are to be issued, to a person other than the registered holder(s), endorsements of certificates or separate stock powers are required. The endorsements or signatures on the stock powers, as the case may be, must be signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Guarantor. See Instruction 1. (e) If this 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. (f) If this Letter of Transmittal is signed by a person(s) other than the registered holder(s) of the certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the certificates. Signatures on such certificates of stock powers must be guaranteed by an Eligible Guarantor. See Instruction 1. 6. Stock Transfer Taxes. Except as set forth in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all stock transfer taxes, if any, with respect to the transfer and sale of Shares to it 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 Shares not tendered or not purchased 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(s) signing this Letter of Transmittal, the amount of any stock 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. 7. Special Payment and Delivery Instructions. If certificates for Shares not tendered or not purchased and/or checks are to be issued in the name of a person other than the person signing this Letter of Transmittal or if such certificates and/or checks are to be sent to someone other than the person signing this Letter of Transmittal or to the person signing this Letter of Transmittal at an address other than that shown above, the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed. 8. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of any particular Shares (i) determined by it not to be in appropriate or proper form or (ii) the acceptance of or payment for which may, in the 7 opinion of the Fund's counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer, in whole or in part, or any defect or irregularity in tender of any particular Shares or shareholder, and the Fund's interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities must be cured within such time as the Fund shall determine. None of the Fund, the Depositary or any other person shall be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. 9. Requests for Assistance and Additional Copies. Requests for assistance should be directed to, and additional copies of the Fund's Offer to Purchase, the Notice of Guaranteed Delivery, the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, and this Letter of Transmittal may be obtained from the Depositary at the address set forth on the first page of this Letter of Transmittal, or from your broker, dealer, commercial bank, trust company, or other nominee. The Depositary will also provide shareholders, upon request, with a Certificate of Foreign Status (Form W-8). 10. Backup Withholding. Each shareholder that desires to participate in the Offer must, unless an exemption applies, provide the Depositary with the shareholder's taxpayer identification number on the Substitute Form W-9 set forth in this Letter of Transmittal, with the required certifications under penalties of perjury. If the shareholder is an individual, the taxpayer identification number is his or her social security number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding. If backup withholding applies, the Depositary is required to withhold 31% of any payment made to the shareholder with respect to Shares purchased pursuant to the Offer. Backup withholding is not an additional tax. Rather, the U.S. Federal income tax liability of persons subject to backup withholding may result in an overpayment of taxes for which a refund may be obtained by the shareholder from the Internal Revenue Service. Certain shareholders (including, among others, most corporations and certain foreign persons) are exempt from backup withholding requirements. To qualify as an exempt recipient on the basis of foreign status, a shareholder must submit a properly executed Certificate of Foreign Status (Form W-8), signed under penalties of perjury, attesting to that person's exempt status. A SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISER AS TO HIS OR HER QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR OBTAINING AN EXEMPTION. Shareholders are required to give the Depositary the taxpayer identification number of the record owner of the Shares. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on substitute Form W-9. 8 TO BE COMPLETED BY ALL REGISTERED HOLDERS OF SHARES BEING TENDERED - --------------------------------------------------------------------------------------------------------------------- SUBSTITUTE FORM W-9 Part 1: PLEASE PROVIDE YOUR ------------------------------- TIN IN THE APPROPRIATE Social Security Number BOX AT RIGHT AND CERTIFY OR BY SIGNING AND DATING ------------------------------- BELOW. Employer Identification Number ------------------------- DEPARTMENT OF THE NAME (if a joint account or you Part 2 -- For Payees exempt from TREASURY INTERNAL changed your name, see Guidelines) backup withholding, see Instruction REVENUE SERVICE 10 above and Guidelines for Certifi- ------------------------- cation of Taxpayer-Identification CHECK APPROPRIATE BOX: Number on Substitute Form W-9 [ ] Individual/Sole Proprietor enclosed herewith and complete as [ ] Corporation [ ] Partnership instructed herein. [ ] Other________________ ------------------------- Payer's Request for Taxpayer BUSINESS NAME, if different Identification Number ("TIN") from above (See Guidelines): and Certification ------------------------- ADDRESS ------------------------- CITY STATE ZIP CODE - --------------------------------------------------------------------------------------------------------------------- Part 3 -- CERTIFICATION -- Under penalties of perjury, I certify that (i) 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 (ii) I am not subject to backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified 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. SIGNATURE ______________________________________ DATE ____________ CERTIFICATION INSTRUCTIONS -- You must cross out item (ii) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. If you are exempt from backup withholding, check the box in Part 5 below. - --------------------------------------------------------------------------------------------------------------------- Part 4 -- AWAITING TIN [ ] Part 5 -- EXEMPT TIN [ ] - ---------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF THIS SUBSTITUTE FORM W-9. 9 - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the payer within 60 days, the payer is required to withhold 31% of all reportable payments made to me thereafter until I provide a number. Signature ------------------------------------- Date ------------ - -------------------------------------------------------------------------------- 10 EX-99.(A)(1)(III) 4 0004.txt LETTER TO BROKERS OFFER BY DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. TO PURCHASE FOR CASH UP TO 10% OF ITS SHARES OF COMMON STOCK THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 29, 2000 OR SUCH LATER DATE TO WHICH THE OFFER IS EXTENDED ("EXPIRATION DATE") 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 June 1, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing herewith the material listed below relating to the offer of Delaware Group Global 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 10% 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 June 1, 2000 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 4:00 p.m., New York City time, on June 30, 2000, unless the Offer Period is extended beyond June 29, 2000. 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 Instruction 6, "Stock Transfer Taxes," of the Letter of Transmittal. However, backup withholding at a 31% rate may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 14, "Certain U.S. Federal Income Tax Consequences," of the Offer to Purchase and Instruction 10, "Backup Withholding," of the Letter of Transmittal. For your information and for forwarding to your clients, we are enclosing the following documents: 1. The Offer to Purchase dated June 1, 2000, which includes a letter to shareholders from the President of the Fund; 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, "Procedure for Tendering Shares," tenders may be made without the concurrent deposit of Share certificates if (1) such tenders are made by or through a broker or dealer that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch, or agency in the United States; (2) a Notice of Guaranteed Delivery is executed and delivered to the Depositary prior to 5:00 p.m. on the Expiration Date; and (3) certificates for Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility (as defined in the Letter of Transmittal)), 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 Instruction 2 of the Letter of Transmittal), the $25.00 service fee payable in respect of the Shares tendered and any other documents required by the Letter of Transmittal, are received by the Depositary within three business days after execution of a Notice of Guaranteed Delivery. As described in the Offer, if more than 10% of the Fund's outstanding Shares are duly tendered and not withdrawn prior to the Expiration Date, the Fund will repurchase 10% 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 as its address and telephone numbers set forth in the Offer to Purchase. Very truly yours, DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. [GRAPHIC OMITTED] DAVID K. DOWNES 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 Group Global 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. - -------------------------------------------------------------------------------- 2 EX-99.(A)(2)(IV) 5 0005.txt LETTER TO CLIENTS OFFER BY DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. TO PURCHASE FOR CASH UP TO 10% OF ITS SHARES OF COMMON STOCK THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 29, 2000 OR SUCH LATER DATE TO WHICH THE OFFER IS EXTENDED ("EXPIRATION DATE") 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 June 1, 2000 To Our Clients: Enclosed for your consideration is the Offer to Purchase, dated June 1, 2000, of Delaware Group Global 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 10% 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 4:00 p.m., New York City time, on June 30, 2000, unless the Offer period is 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 ChaseMellon Shareholder Services, L.L.C., the Depositary, toll free at (888) 235-9839 between the hours of 9:00 a.m. and 5:00 p.m. New York City time, Monday through Friday, 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 10% of the Fund's outstanding Shares. In the event that more than 10% of the Fund's outstanding Shares are tendered and not withdrawn, any purchases will be made on a pro rata basis. (4) Tendering shareholders will not be obligated to pay brokerage commissions or, except in the instances described in Instruction 6, "Stock Transfer Taxes," of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. (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, and the enclosed Offer to Purchase, dated June 1, 2000, and Letter of Transmittal, relating to the Fund to purchase up to 10% of its outstanding Shares. The undersigned instructs us to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer and in the related Letter of Transmittal that we have furnished to the undersigned. - ----------------------------------------------------------------- AGGREGATE NUMBER OF SHARES TO BE TENDERED: [ ] All Shares held for the undersiged; or [ ] __________ Shares (Enter number of Shares to be tendered). - ----------------------------------------------------------------- PLEASE SIGN HERE - ------------------------------------------ - ------------------------------------------ Dated: ___________, 2000 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) 6 0006.txt NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a shareholder's certificates for shares of Common Stock, par value $0.01 (the "Shares") of Delaware Group Global Dividend and Income Fund, Inc. (the "Fund"), 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 5:00 p.m., New York City time, June 29, 2000, or such later date to which the Offer is extended (the "Expiration Date"). Such form may be delivered by hand, mail, telegram, telex or facsimile transmission to the Depositary, and must be received by the Depositary on or before the Expiration Date. See Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase dated June 1, 2000. The Depositary: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Facsimile Copy Number: (201) 296-4293 Confirm by Telephone: (201) 296-4860 For Further Information Call: (888) 235-9839
By Express Mail or By First Class Mail: Overnight Courier: By Hand: - -------------------- ------------------ -------- Post Office Box 3301 85 Challenger Road 120 Broadway -- 13th Floor South Hackensack, NJ 07606 Mail Drop Reorg. Dept. New York, NY 10271 Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept.
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 the Fund, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated June 1, 2000 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares set forth on the reverse side pursuant to the Guaranteed Delivery Procedure set forth in Section 2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. ================================================================================ Number of Shares Tendered: ____________________________ Certificate Nos. (if available): ____________________________________________ ____________________________________________ If Shares will be tendered by book-entry transfer, check box: [ ] The Depository Trust Company Account Number: ___________________________________ Name(s) of Registered Holder(s): ____________________________________________ ____________________________________________ Address:____________________________________ ____________________________________ City State Zip Code Area Code and Telephone Number:_________________________ Taxpayer Identification (Social Security) Number:_______________________________ The undersigned also tenders all uncertificated Shares that may be held in the name of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan: [ ] Yes [ ] No (Note: If yes is not checked, any such uncertificated Shares will not be tendered.) ____________________________________________ ____________________________________________ Signature(s) Dated: ________________________________, 2000 ================================================================================ GUARANTEE The undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch, or agency in the United States, hereby (a) guarantees to deliver to the Depositary certificates representing the Shares tendered hereby, in proper form for transfer or tender of Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company, together with (i) a properly completed and duly executed Letter of Transmittal or facsimile thereof (or, in the case of book-entry transfer, an Agent's Message, as defined in the Fund's Offer to Purchase under Section 2, "Procedure for Tendering Shares") with any required signature guarantees (ii) the aggregate amount of the service fee payable in respect of the Shares tendered hereby and (iii) any other required documents, within three business days after the execution of this Notice of Guaranteed Delivery, and (b) represents that such tender of Shares complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended.
Name of Firm:___________________________ ____________________________________ (AUTHORIZED SIGNATURE) Address:________________________________ Name:_______________________________ (PLEASE PRINT) ________________________________________ Title:______________________________ City State Zip Code Area Code and Tel. No.__________________ Dated:______________________________
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. ANY SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. EX-99.(A)(1)(VI) 7 0007.txt GUIDELINES FOR CERTIFICATION W9 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Name and Identification Number to Give the Payor -- The taxpayer identification number for an individual is the individual's social security number. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. The taxpayer identification number for an entity is the entity's employer identification number. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor. - ---------------------------------------------------------------------------------------------------------------------- For this type of account: Give the Name and Taxpayer Identification number of: ------------------------- ---------------------------------------------------- 1. An individual's account The individual - ---------------------------------------------------------------------------------------------------------------------- 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account(1) - ---------------------------------------------------------------------------------------------------------------------- 3. Husband and wife (joint account) The actual owner of the account or, if joint funds, the first individual on the account(1) - ---------------------------------------------------------------------------------------------------------------------- 4. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) - ---------------------------------------------------------------------------------------------------------------------- 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor(1) - ---------------------------------------------------------------------------------------------------------------------- 6. Account in the name of guardian or committee The ward, minor, or incompetent person(3) for a designated ward, minor, or incompetent person - ---------------------------------------------------------------------------------------------------------------------- 7. a. The usual revocable savings trust account The grantor-trustee(1) (grantor is also trustee) - ---------------------------------------------------------------------------------------------------------------------- b. So-called trust account that is not a legal or The actual owner(1) valid trust under State law - ---------------------------------------------------------------------------------------------------------------------- 8. Sole proprietorship account The owner(4) - ---------------------------------------------------------------------------------------------------------------------- 9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) - ---------------------------------------------------------------------------------------------------------------------- 10. Corporate account The corporation - ---------------------------------------------------------------------------------------------------------------------- 11. Association, club, religious, charitable, educational The organization or other tax-exempt organization account - ---------------------------------------------------------------------------------------------------------------------- 12. Partnership account The partnership - ---------------------------------------------------------------------------------------------------------------------- 13. A broker or registered nominee The broker or nominee - ----------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. Obtaining a Number -- If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester. Payees Exempt from Backup Withholding -- Payees generally exempted from backup withholding on broker transactions and interest and dividend payments include the following: (i) a corporation, (ii) a financial institution, (iii) an organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan or a custodial account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2) of the Code, (iv) the United States or any agency or instrumentality thereof, (v) a State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof, (vi) a foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof, (vii) an international organization or any agency or instrumentality thereof, (viii) a dealer in securities or commodities required to register in the U.S. or a possession of the U.S., (ix) a real estate investment trust, (x) a common trust fund operated by a bank under section 584(a) of the Code, (xi) an entity registered at all times under the Investment Company Act of 1940 and (xii) a foreign central bank of issue. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, CHECK-OFF THE BOX IN PART 5, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. Privacy Act Notice -- Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties -- (1) Penalty for Failure to Furnish Taxpayer Identification Number -- If you fail to furnish your taxpayer identification number to a payer, 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. (2) Civil Penalty for False Information With Respect to Withholding -- If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(D)(1) 8 0008.txt FORM OF DEPOSITARY AGREEMENT DEPOSITARY AGREEMENT Date: May 26, 2000 ChaseMellon Shareholder Services, L.L.C. 85 Challenger Road Ridgefield Park, NJ 07660 Attn: Reorganization Department Ladies and Gentlemen: Delaware Group Global Dividend and Income Fund, Inc., a Maryland corporation (the "Purchaser") is offering to purchase up to 10% 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 June 1, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which shall include the Internal Revenue Service Form W-9), 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." The "Expiration Date" for the Offer shall be 5:00 p.m. New York City time, on June 29, 2000 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. 1) Tender of Shares. In your capacity as Depositary, you will receive tenders of shares. Subject to the terms and conditions of this Agreement, you are authorized to accept such tenders of shares in accordance with the first paragraph hereof and the Letter of Transmittal, and to act in accordance with the following instructions: (a) tenders of Shares may be made only in accordance with the terms and conditions set forth in the Offer to Purchase, and Shares shall be considered validly tendered to you only if: (i) you receive 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) you receive (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 1 (iii) in the case of either clause (i) or (ii) above, 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 you 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 4 hereof. (b) For the purpose of this Agreement: (i) a "Confirmation" shall be a confirmation of book-entry transfer of Shares into your account at The Depository Trust Company (the "Book-Entry Transfer Facility") to be established and maintained by you 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 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 the Depositary, 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 become 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 the Depositary, to and received by the Depositary 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 the Depositary's office. (c) We acknowledge that in connection with the Offer you may enter into agreements or arrangements with a Book-Entry Transfer Facility which, 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) you, as Depositary, are authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, you are expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary and appropriate representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser. 2) Book-Entry Account. You shall take all commercially reasonable steps to establish and, subject to such establishments, maintain an account at each Book-Entry Transfer Facility for book-entry transfers of Shares, as set forth in the Letter of Transmittal and of the Offer to Purchase. You will maintain the 2 Book-Entry account until all Shares tendered pursuant to the Offer shall have been subject to payment or returned. 3) Procedure for Defective Items. (a) You 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 you to determine whether you believe any tender may be defective. In the event you conclude that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent's Message or other document has been improperly completed, executed or transmitted, any of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions), if service fee checks or money orders are not properly executed or timely received, or if some other irregularity in connection with the tender of Shares exists, you are authorized subject to Section 4(b) hereof to advise the tendering stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity, but you are 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 you deem to be defective, unless you shall have received from the Purchaser the Letter of Transmittal which 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. (b) Promptly upon your concluding that any tender is defective, you shall, after consultation with and on the written instructions of the Purchaser, use reasonable efforts in accordance with your 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 checks/or money orders (the "service fee checks") involved to such person in the manner described in Section 11 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 you 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, you shall pro-rate Shares pursuant to the terms and conditions of the Offer to Purchase and any instructions provided to you by Purchaser regarding such proration. You agree to maintain accurate records as to all Shares tendered prior to or on the Expiration Date. 3 4) Notice of Withdrawal. You will return to any person tendering Shares, in the manner described in Section 10 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 you within the time period specified for withdrawal in the Offer to Purchase at your address 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 you, the name of the registered holder(s) of such Shares as set forth in such certificates. If the certificates have been delivered to you, then prior to the release of such certificates the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. You are authorized and directed to examine any notice of withdrawal to determine whether you believe any such notice may be defective. In the event you conclude that any such notice is defective you shall, after consultation with and on the instructions of the Purchaser, use reasonable efforts in accordance with your 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 the Offer to Purchase. 5) 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 you 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 you 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 you of such termination. 6) 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, you shall advise each of the parties named below by telephone as to, based upon your 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 you on such day; (iii) the number of Shares represented by Notices of Guaranteed Delivery on such day; (iv) the number of Shares tendered that you have determined are defective, (v) the number of Shares withdrawn on such day; and (vi) the cumulative totals of Shares in categories (i) through (v) above through 12:00 noon, New York City time, on such day: 4 (a) Michael Pellegrino 2005 Market Street Philadelphia, PA 19103 (Phone) 215-255-1477 (Fax) 215-255-2108 (b) If the foregoing individual is not available, then the following individual should be contacted at the same address and fax number: Eric E. Miller (phone) 215-255-1255. You shall furnish to each of the above-named persons a written report confirming the above information which has been communicated orally on the business day following such oral communication as well as any other information reasonably requested from time to time. You shall furnish to the Information Agent (as defined in the Offer to Purchase) and the Purchaser, such reasonable information, to the extent such information has been furnished to you, on the tendering stockholders as may be requested from time to time. You shall furnish to the Purchaser, upon request, master lists of Shares tendered for purchase, including an A-to-Z list of the tendering stockholders. 7) Date/Time Stamp. Each document received by you relating to your duties hereunder shall be dated and time stamped when received. 8) 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 you 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 you 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, you shall, subject to Section 15 hereof, 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 the Depositary, as agent for the Purchaser, and payable through the Depositary 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 you on your request federal or other immediately available funds in an amount equal to the total stock transfer taxes or other governmental charges, if any, payable by the Purchaser as set forth in the Offer to Purchase in respect of the transfer or issuance to the Purchaser or its nominee or nominees of all Shares so purchased. You shall apply to the proper authorities for the refund of money paid on account of such transfer taxes or other governmental 5 charges. On receipt of such refund, you will promptly pay over to the Purchaser all money refunded. (b) At such time as you shall be notified by the Purchaser, you shall request the transfer agent for the Shares to effect the transfer of all Shares purchased pursuant to the Offer and to issue certificates for such Shares so transferred, in accordance with written instructions from the Purchaser, and upon your receipt thereof notify the Purchaser. The Purchaser shall be responsible to arrange for delivery of the certificates. (c) You hereby waive 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 you from the Purchaser as Depositary, whether such rights arise by reason of statutory or common law, by contract or otherwise. 9) Tax Reporting. (a) On or before January 31st of the year following the year in which the Purchaser accepts Shares for payment, you will 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. You will 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) You will deduct and withhold 31% 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 you with his taxpayer identification number, in accordance with Treasury Regulations. You will forward such witholding 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, you will take such action as the Purchaser instructs you in writing. 10) Return of Shares. If, pursuant to the terms and conditions of the Offer, the Purchaser has notified you that it does not accept certain of the Shares tendered or purported to be tendered or a stockholder withdraws any tendered Shares, you shall promptly return the deposited certificates for such Shares, together with any other documents received, to the person who deposited the same. If a stockholder delivers to you a certificate representing a number of Shares in excess of the number of Shares tendered by such stockholder, you shall promptly after the Expiration Date return to such stockholder a certificate representing the Shares not tendered. Certificates for such unpurchased Shares shall be forwarded by you, at your option, by: (i) first class mail under a blanket surety bond protecting you and the Purchaser from losses or liabilities arising out of the non-receipt or nondelivery of such Shares; or (ii) registered mail insured separately for the value of such Shares. 6 If any such Shares were tendered or purported to be tendered by means of a Confirmation containing an Agent's Message, you shall notify the Book-Entry Transfer Facility that transmitted said Confirmation of the Purchaser's decision not to accept the Shares. 11) Instructions. Any instructions given to you orally, as permitted by any provision of this Agreement, shall be confirmed in writing by the Purchaser or the Information Agent, as the case may be, as soon as practicable. You 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 you reasonable believe to be accurate, but do not conform with the written confirmation received in accordance with this Section. 12) Fees. Whether or not any Shares are tendered or the Offer is consummated, for your services as Depositary hereunder we shall pay to you compensation in accordance with the fee schedule attached as Schedule 1 hereto, together with reimbursement for reasonable out-of-pocket expenses, including reasonable fees and disbursements of your counsel, which are reasonably documented. 13) Authorizations and Protections. As Depositary hereunder you: (a) shall have no duties or obligations other than those specifically set forth herein or in Exhibits A, B, and C hereto, or as may subsequently be agreed to in writing by you 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 you 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; (d) shall not be obligated to take any legal action hereunder; if, however, you determine to take any legal action hereunder, and, where the taking of such action might in your judgment subject or expose you to any expense or liability, you shall not be required to act unless you shall have been furnished with an indemnity reasonably satisfactory to you; (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 you and reasonably believed by you 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 your actions as Depositary specifically covered by this Agreement (or supplementing or qualifying any such actions) of the Purchaser; 7 (g) may consult counsel satisfactory to you, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by you hereunder in good faith and in accordance with the advice of such counsel; (h) shall not be called upon at any time, 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 transaction related thereto; (i) may perform any of your duties hereunder either directly or by or through agents or attorneys and you shall be responsible for any misconduct or negligence on the part of any agent or attorney appointed by you hereunder; (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 or the Parent to comply with any of their respective obligations relating to the Offer, including without limitation obligations under applicable securities laws; (l) are not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person, including without limitation the Information Agent; 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 you from a Book-Entry Transfer Facility, or for the actions of any other person in connection with any such message or communication. 14) Indemnification. (a) The Purchaser and the Parent jointly and severally indemnify and hold you harmless from and against any loss, liability, claim or expense ("Loss") arising out of or in connection with your duties under this Agreement, including the costs and expenses of defending yourself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of your gross negligence or intentional misconduct. Anything in this agreement to the contrary notwithstanding, in no event shall you be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if you have been advised of the likelihood of such damages and regardless of the form of action. Any liability of ChaseMellon will be limited to the amount of fees paid by Client hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or your duties hereunder or the rights of the Purchaser or Parent or of any stockholders surrendering certificates for Shares pursuant to the Offer, you shall not be required to act and shall not be held liable or responsible for your refusal to act until the question or dispute has been judicially settled (and you may, if you in your sole discretion deem 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 8 written document in form and substance satisfactory to you and executed by the Purchaser and Parent and each such stockholder and party. In addition, you 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. This section shall survive termination of this Agreement. 15) Termination. Unless terminated earlier by the parties hereto, this Agreement shall terminate upon (a) Purchaser's termination or withdrawal of the Offer, (b) if Purchaser does not terminate or withdraw the Offer, the date which is 6 months after the later of (i) your sending of checks to tendering stockholders in accordance with Section 9(a) hereof and (ii) your delivery of certificates to the Purchaser in accordance with Section 9(b) hereof or (c) if not terminated or withdrawn earlier, the date which is 12 months after the date of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Purchaser any certificates, funds or property then held by you as Depositary under this Agreement, and after such time any party entitled to such certificates, funds or property shall look solely to the Purchaser and not the Depositary therefore, and all liability of the Depositary with respect thereto shall cease, provided, however, that the Depositary, before being required to make such delivery to the Purchaser, may, at the expense of the Purchaser, cause to be published in a newspaper of general circulation in the City of New York with consent of the Purchaser as to such cost, or mail to each person who has tendered Shares but not received payment, or both, notice that such certificates, funds or property remain unclaimed and that after a date specified therein, which shall not be less than 30 days from the date of publication or mailing, any unclaimed balance of such certificates, funds or property will be delivered to the Purchaser. 17) 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 certificate of incorporation 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 a legal, valid, binding and enforceable obligation, (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 litigation pending or threatened as of the date hereof in connection with the Offer. 18) Specimen Signatures. Set forth in Exhibit D hereto is a list of the names and specimen signatures of the persons authorized to act for the Parent under this Agreement. The Secretary or Assistant Secretary of the and Purchaser shall, from time to time, certify to you the names and signatures of any other persons authorized to act for the Purchaser under this Agreement. 19) Notices. All notices, requests and other communications shall be in writing and sent or delivered to the addresses indicated on the signature page hereof. 9 20) Miscellaneous. a) This Agreement shall be governed by and construed in accordance with the laws of the State of New Yorkwithout 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 the duties, liabilities and rights, including without limitation compensation and indemnification, of you as Depositary, 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 us 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) You shall not be liable for any failure or delay arising out of conditions beyond your reasonable control which may include work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences. Please acknowledge receipt of this Letter, the Offer to Purchase, the Letter of Transmittal, and the Notice of Guaranteed Delivery, and confirm the arrangements herein provided by signing and returning the enclosed copy 10 hereof, whereupon this Agreement and your acceptance of the terms and conditions herein provided shall constitute a binding Agreement between us. Very truly yours, Delaware Group Global Dividend and Income Fund, Inc. By: -------------------------------------- Name: Title: Address for notices: Delaware Group Global Dividend and Income Fund, Inc. Attn: Michael P. Bishof 1818 Market Street Philadelphia, PA 19103 With a copy to: Delaware Management Company Attn: General Counsel 2005 Market Street Philadelphia, PA 19103 Accepted and agreed to by: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as DEPOSITARY By: ------------------------------- Name: Title: Address for notices: 11 CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Exhibit A Offer to Purchase Exhibit B Letter of Transmittal Exhibit C Notice of Guaranteed Delivery 12 SCHEDULE 1 CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Schedule of Fees as Depositary ============================================================================================================================= I. Acceptance Fee (this fee includes the preparation of our standard daily report) $7,500.00 II. Examining Letters of Transmittal and accompanying securities, each $14.00 III. Items requiring additional handling (legal items, option items, $11.00 correspondence items, partial tenders, window items, and items not providing a taxpayer identification number), each IV. Guarantee items and Withdrawal items, each $11.00 V. Preparing and filing Form 1099B with tendering stockholder and appropriate Waived government agencies, each VI. Backup withholding 31% of purchase price as tax, where applicable, each Waived VII. Calculating pro-rata items, each N/A VIII. Midnight Expirations, each $2,500.00 IX. Extensions of Offer, each $2,500.00 X. Special Services By Appraisal XI. Reasonable-of-pocket expenses, including overtime and microfilming of letters of transmittal and attached documentation Additional If the aggregate amount of the fees charged as described above, exclusive of Special Services and out-of-pocket expenses, is less than $20,000.00, such fees shall not be payable and a total fee of $20,000.00 shall be payable in lieu of such fees.
13 EX-99.(D)(2) 9 0009.txt FORM OF INFORMATION AGENT LETTER AGREEMENT May 22, 2000 Delaware Group Global Dividend and Income Fund, Inc. 1818 Market Street Philadelphia, PA 19103 To Whom It May Concern: This letter of agreement sets forth the terms and conditions by which ChaseMellon Shareholder Services ("we," "our," "us" or "ChaseMellon") shall provide to Delaware Group Global Dividend and Income Fund, Inc., ("you," "your" or "Delaware") our Information Agent services (the "Services") in connection with the self-tender of your shares ("Offer"). We shall provide you with the following Services: (i) Counseling you concerning the organization and timing of the Offer. (ii) Assist in the coordination of all printing activities and advertisement placement in connection with the Offer. (iii) Establishing contacts with brokers, dealers, banks and other nominees on your behalf in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended. (iv) Determining the material requirements necessary to fulfill mailing requirements to all registered and "street" holders and other interested parties. (v) Assistance with drafting and reviewing documents 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"). (vi) Distrubute the relevant Offering Materials to the registered and beneficial owners of Delaware's common stock and to other interested parties. (vii) Provide a toll-free telehone line for shareholder inquiries from 9:00 a.m. to 5:00 p.m. each business day. (viii) Building and maintaning a current file of eligible participants, including registered holders and beneficial holders identified through our research. (ix) Status reporting to management upon commencement of activity and continuing daily including total shares presented and tendered. (x) Payment of all broker forwarding invoices, subject to collection from you of monies for this purpose. Fee for Services The fee for acting as information agent is $7,500.00, plus all reasonable and reasonably vouched out-of pocket expense incurred by us, including, without limitation, telephone, Bank/Broker listings, and postage costs. This information agent fee shall be payable upon execution of this agreement. Invoices for out-of-pocket expenses shall be rendered monthly as incurred and shall be payable within 30 days of receipt. Our services shall commence upon receipt of a signed copy of this contract and expire thirty days from the expiration of the Offer. Responsibility You shall indemnify and hold us, our directors, officers, employees and agents harmless from and against any and all claims, liabilities, losses, damages and/or expenses, including reasonable attorneys' fees, which any of them shall or may incur or sustain in conection with the performance of the Services or this agreement, except to the extent caused directly by our gross negligence or willful misconduct. This indemnification obligation shall survive the termination of this Agreement. Any libility to you we may incur in connection with our provision of Services hereunder (including any additional services mutually agreed to by you and us) shall be limited to and not exceed the fees actually paid to us for the provision of the services described above. Anything in this agreement to the contrary notwithstanding, in no event shall we be liable for special, indirect or consequential loss or damage of any kind whatsoever, even if we have been advised of the likelihood of such loss or damage and regardless of the form of action. Miscellaneous This agreement shall be made in, governed by, and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. All information and status reporting shall be sent to your address as above written or such other address as you may advise us in writing, or orally confirmed in writing. This agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior understandings, oral or written, relating hereto and may not be changed orally. Any waiver or change of any of the provisions hereof must be in writing and signed by the parties hereto. The failure of either party hereto at any time to require performance by the other party of any provision hereof shall not affect the right of such party to require performance at any time thereafter. If the foregoing terms and conditions are acceptable to you, please sign and return to us the counterpart of this letter of agreement. Very truly yours, CHASEMELLON SHAREHOLDER SERVICES L.L.C. By:_____________________________________ Title:__________________________________ Date:___________________________________ ACCEPTED: DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. By:________________________________________________ Title:_____________________________________________ Date:______________________________________________ CHASEMELLON SHAREHOLDER SERVICES L. L. C. INFORMATION AGENT FEE SCHEDULE INFORMATION AGENT FEE $7,500.00 OUTGOING PHONE CALLS - OPTIONAL $4.50 PER CALL (Calls to Banks, Brokers and Nominees included in base fee) (Includes phone # look up and up to three call backs) INCOMING PHONE CALLS $3.50 PER CALL EXTENSION FEE $1,000.00 PER EXTENSION EX-99.(D)(3) 10 0010.txt INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT AGREEMENT, made by and between DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC., a Maryland corporation (the "Company") severally on behalf of each series of shares of common stock of the Company that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a "Fund" and, together with other series of shares listed on such Exhibit, the "Funds"), and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the "Investment Manager"). W I T N E S S E T H: WHEREAS, the Company has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities; and WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940 as an investment adviser and engages in the business of providing investment management services; and WHEREAS, the Company, severally on behalf of each Fund, and the Investment Manager desire to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows: 1. The Company hereby employs the Investment Manager to manage the investment and reinvestment of each Fund's assets and to administer the Company's affairs, subject to the direction of the Company's Board of Directors and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Company in any way, or in any way be deemed an agent of the Company. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund's objectives and policies and shall furnish the Board of Directors of the Company with such information and reports regarding each Fund's investments as the Investment Manager deems appropriate or as the Directors of the Company may reasonably request. 2. The Company shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders' and Directors' meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. Directors, trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family (including the Company). Directors, trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity. In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Company and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them. 3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager will place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected who provide statistical, factual and financial information and services to the Company, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a "Sub-Adviser") or to any other fund for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Company or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provide investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and NASD Regulation, Inc. (b) Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Directors and officers of the Company, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager's overall responsibilities with respect to the Company on behalf of the Funds and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager or any Sub-Adviser exercises investment discretion. 4. As compensation for the services to be rendered to a particular Fund by the Investment Manager under the provisions of this Agreement, that Fund shall pay monthly to the Investment Manager exclusively from that Fund's assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto, which Exhibit may be amended from time to time as provided in Paragraphs 10(b) and (c) of this Agreement. If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination. 5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Investment Advisers Act of 1940 ("Sub-Advisers") to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund's shareholders is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser. -2- 6. The services to be rendered by the Investment Manager to the Company on behalf of each Fund under the provisions of this Agreement are not to be deemed to be exclusive, and the Investment Manager shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. 7. The Investment Manager, its directors, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Company or to any other investment company, corporation, association, firm or individual. 8. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the investment adviser to any of the Company's Funds, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates shall have the right permanently to adopt and to use the words "Delaware," "Delaware Investments" or "Delaware Group" in their names and in the names of any series or class of shares of such funds. 9. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Company on behalf of any Fund, the Investment Manager shall not be subject to liability to the Company or to any Fund or to any shareholder of the Company for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. 10. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Directors or by the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Directors of the Company who are not parties hereto or interested persons of any such party ("Independent Directors"), cast in person at a meeting called for the purpose of voting on such approval. (b) Except as provided in Paragraph 10(c) below, no amendment to this Agreement (or to Exhibit A hereto) shall be effective with respect to any Fund unless approved by: (i) a majority of the Directors of the Company, including a majority of Independent Directors; and (ii) a majority of the outstanding voting securities of the particular Fund. Any such amendment that pertains to a Fund will not change, or otherwise affect the applicability of, this Agreement with respect to other Funds. (c) The Agreement (and Exhibit A hereto) may be amended with respect to a Fund without the approval of a majority of the outstanding voting securities of that Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time to add or remove one or more Funds, or to reflect changes in management fees, by an amendment to Exhibit A hereto executed by the Company and the Investment Manager. Any such amendment that pertains to a Fund will not change, or otherwise affect the applicability of, this Agreement with respect to other Funds. -3- (d) This Agreement may be terminated as to any Fund by the Company at any time, without the payment of a penalty, on sixty days' written notice to the Investment Manager of the Company's intention to do so, pursuant to action by the Board of Directors of the Company or pursuant to the vote of a majority of the outstanding voting securities of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days' written notice to the Fund of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Company on behalf of a Fund to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment. 11. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. 12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities"; "interested persons"; and "assignment" shall have the meaning defined in the 1940 Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers and duly attested as of the 1st day of January, 1999. DELAWARE MANAGEMENT COMPANY, DELAWARE GROUP GLOBAL a series of Delaware Management Business Trust DIVIDEND AND INCOME FUND, INC. on behalf of the Funds listed on Appendix A By: /s/ David K. Downes By: /s/ Wayne A. Stork ------------------------------- ---------------------------- Name: David K. Downes Name: Wayne A. Stork Title: President Title: Chairman Attest: /s/ David P. O'Connor Attest: Michael T. Pellegrino --------------------------- ------------------------ Name: David P. O'Connor Name: Michael T. Pellegrino Title: Vice President Title: Assistant Vice President Assistant Secretary Assistant Secretary -4- EXHIBIT A THIS EXHIBIT to the Investment Management Agreement between DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the "Investment Manager") entered into as of the 1st day of January, 1999 (the "Agreement") provides the management fee rate schedule for the Company and the date on which the Agreement became effective for the Company.
Management Fee Schedule (as a percentage of average daily net assets) Fund Name Effective Date Annual Rate - --------- -------------- ----------- Delaware Group Global January 1, 1999 0.70% Dividend and Income Fund, Inc.
-5- EX-99.(D)(4) 11 0011.txt SUB-ADVISORY AGREEMENT SUB-ADVISORY AGREEMENT AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the "Investment Manager"), and DELAWARE INTERNATIONAL ADVISERS LTD. ("Sub-Adviser"). WITNESSETH: WHEREAS, DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC., a Maryland corporation ("Company"), has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Investment Manager and the Company have entered into an agreement ("Investment Management Agreement") whereby the Investment Manager will provide investment advisory services to the Company; and WHEREAS, the Investment Management Agreement permits the Investment Manager to hire one or more sub-advisers to assist the Investment Manager in providing investment advisory services to the Company; and WHEREAS, the Investment Manager and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended, and engage in the business of providing investment management services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows: 1. The Investment Manager hereby employs the Sub-Adviser, subject always to the Investment Manager's control and supervision, to manage the investment and reinvestment of that portion of the Company's assets as the Investment Manager shall designate from time to time and to furnish the Investment Manager with investment recommendations, asset allocation advice, research, economic analysis and other investment services with respect to securities in which the Company may invest, subject to the direction of the Board and officers of the Company for the period and on the terms hereinafter set forth. The Sub-Adviser hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Company in any way, or in any way be deemed an agent of the Company. The Sub-Adviser shall regularly make decisions as to what securities to purchase and sell on behalf of the Company with respect to that portion of the Company's assets designated by the Investment Manager, shall effect the purchase and sale of such investments in furtherance of the Company's objectives and policies and shall furnish the Board of Directors of the Company with such information and reports regarding its activities as the Investment Manager deems appropriate or as the Directors of the Company may reasonably request in the performance of its duties and obligations under this Agreement. The Sub-Adviser shall act in conformity with the Articles of Incorporation, By-Laws and Prospectus of the Company and with the instructions and directions of the Investment Manager and of the Board of Directors of the Company and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 and all other applicable federal and state laws and regulations consistent with the provisions of Section 15(c) of the 1940 Act. 2. Under the terms of the Investment Management Agreement, the Company shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of stock, including issuance and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders' meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. Without limiting the foregoing, except as the Investment Manager and the Sub-Adviser may agree in writing from time to time, the Sub-Adviser shall have no responsibility for record maintenance and preservation obligations under Section 31 of the 1940 Act. Directors, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds which have employed the Sub-Adviser as sub-adviser or investment manager. Directors, officers and employees of the Sub-Adviser who are Directors, officers and/or employees of the Company, shall not receive any compensation from the Company for acting in such dual capacity. In the conduct of the respective business of the parties hereto and in the performance of this Agreement, the Company, the Investment Manager and the Sub-Adviser may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between and among them. 3. (a) Subject to the primary objective of obtaining the best execution, the Sub-Adviser may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers who provide statistical, factual and financial information and services to the Company, to the Investment Manager, to the Sub-Adviser or to any other fund for which the Investment Manager or Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Company or who sell shares of any other fund for which the Investment Manager or Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of the funds for which the Investment Manager or Sub-Adviser provides advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission and NASD Regulation, Inc. (b) Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Directors and officers of the Company, the Sub-Adviser may cause the Company to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Sub-Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Company and to other funds and other advisory accounts for which the Investment Manager or the Sub-Adviser exercises investment discretion. 4. As compensation for the services to be rendered to the Company by the Sub-Adviser under the provisions of this Agreement, the Investment Manager shall pay to the Sub-Adviser an annual fee equal to 40% of the management fees paid to the Investment Manager. If this Agreement is terminated prior to the end of any calendar month, the Sub-Advisory fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. -2- 5. The services to be rendered by the Sub-Adviser to the Company under the provisions of this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby; provided, however, except for advisory arrangements implemented prior to the date of this Agreement, during the term of this Agreement the Sub-Adviser will not, without the written consent of the Investment Manager, which consent will not be unreasonably withheld, render such services to an investment company (or portfolio thereof) which the Investment Manager reasonably determines would be in competition with and which has investment policies similar to those of the Company. 6. Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, its directors, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Company or to any other investment company, corporation, association, firm or individual. The Investment Manager agrees that it shall not use the Sub-Adviser's name or otherwise refer to the Sub-Adviser in any materials distributed to third parties, including the Company's shareholders, without the prior written consent of the Sub-Adviser. 7. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as Sub-Adviser to the Company, the Sub-Adviser shall not be subject to liability to the Company, to the Investment Manager or to any shareholder of the Company for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. 8. (a) This Agreement shall be executed and become effective as of the date written below if approved by the vote of a majority of the outstanding voting securities of the Company. It shall continue in effect for a period of two years and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and only if the terms and the renewal hereof have been approved by the vote of a majority of the Directors of the Company who are not parties hereto or interested persons of any such party ("Independent Directors"), cast in person at a meeting called for the purpose of voting on such approval. -3- (b) No amendment to this Agreement shall be effective unless approved by: (i) a majority of the Directors of the Company, including a majority of Independent Directors; and (ii) a majority of the outstanding voting securities of the Company. Notwithstanding the foregoing, the Agreement may be amended without the approval of a majority of the outstanding voting securities of the Company if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. (c) This Agreement may be terminated by the Investment Manager or the Company at any time, without the payment of a penalty, on sixty days' written notice to the Sub-Adviser, of the Investment Manager's or the Company's intention to do so, in the case of the Company pursuant to action by the Board of Directors of the Company or pursuant to the vote of a majority of the outstanding voting securities of the Company. The Sub-Adviser may terminate this Agreement at any time, without the payment of a penalty on sixty days' written notice to the Investment Manager and the Company of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment. This Agreement shall automatically terminate upon the termination of the Investment Management Agreement. 9. This Agreement shall extend to and bind the successors of the parties hereto. 10. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities"; "interested person"; and "assignment" shall have the meaning defined in the Investment Company Act of 1940. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers and duly attested as of the 1st day of January, 1999. DELAWARE INTERNATIONAL ADVISERS LTD. DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust By: /s/David G. Tilles By: /s/David K. Downes ------------------------------------ ---------------------------- Name: David G. Tilles Name: David K. Downes Title: Managing Director & C.I.O. Title: President Attest: /s/John Emberson Attest: /s/ David P. O'Connor -------------------------------- ------------------------ Agreed to and accepted as of the day and year first above written: DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. By: /s/Wayne A. Stork ---------------------------- Atest: /s/ David P. O'Connor ------------------------- -4- EX-99.(D)(5) 12 0012.txt FORM OF TRANSFER AGENCY AGREEMENT REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT between DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND, INC. and STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK 1 ARTICLE 2 FEES AND EXPENSES 3 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK 3 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 4 ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION 5 ARTICLE 6 INDEMNIFICATION 6 ARTICLE 7 STANDARD OF CARE 8 ARTICLE 8 COVENANTS OF THE FUND AND THE BANK 8 ARTICLE 9 TERMINATION OF AGREEMENT 9 ARTICLE 10 ASSIGNMENT 9 ARTICLE 11 AMENDMENT 10 ARTICLE 12 MASSACHUSETTS LAW TO APPLY 10 ARTICLE 13 FORCE MAJEURE 10 ARTICLE 14 CONSEQUENTIAL DAMAGES 11 ARTICLE 15 MERGER OF AGREEMENT 11 ARTICLE 16 SURVIVAL 11 ARTICLE 17 SEVERABILITY 11 ARTICLE 18 COUNTERPARTS 11 REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT This Transfer Agency and Stock Transfer Services Agreement (the "Agreement"), dated as of _____________, is between Delaware Group Global Dividend & Income Fund, Inc., a Maryland corporation (the "Fund") and State Street Bank and Trust Company, a national banking association (the "Bank"). WHEREAS, the Fund desires to appoint the Bank as its registrar, transfer agent, dividend disbursing agent and agent in connection with certain other activities and the Bank desires to accept such appointment; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1 Terms of Appointment; Duties of the Bank 1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to act as, registrar, transfer agent for the Fund's authorized and issued shares of its common stock ("Shares"), dividend disbursing agent and agent in connection with any dividend reinvestment plan as set out in the prospectus of the Fund or in its periodic reports, as of the date of this Agreement. 1.02 The Bank agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i) Issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account (ii) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation in accordance with time periods set forth in applicable SEC Regulations; (iii) Prepare and transmit payments for dividends and distributions declared by the Fund; (iv) Act as agent for Shareholders pursuant to the dividend reinvestment and cash purchase plan as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and the Bank in substantially the form attached as Exhibit A hereto; (v) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Bank of indemnification satisfactory to the Bank and protecting the Bank and the Fund, and the Bank at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity. (b) In addition to and neither in lieu nor in contravention of the services set forth in the above paragraph (a), the Bank shall: (i) perform all of the customary services of a registrar, transfer agent, dividend disbursing agent and agent of the dividend reinvestment and cash purchase plan as described in this Article 1 consistent with those requirements in effect as of the date of this Agreement. The detailed definition, frequency, limitations and associated costs (if any) set out in the attached fee schedule, include but are not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, and mailing Shareholder reports to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts where applicable, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all registered Shareholders. (c) The Bank shall provide additional services on behalf of the Fund (i.e., escheatment services) which may be agreed upon in writing between the Fund and the Bank. Article 2 Fees and Expenses 2.01 For the performance by the Bank pursuant to this Agreement, the Fund agrees to pay the Bank an annual maintenance fee as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Bank. 2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Bank for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Bank at the express request or with the express consent of the Fund, will be reimbursed by the Fund. 2.03 The Fund agrees to pay all fees and reimbursable expenses within thirty days following the receipt of the respective billing notice. Postage and the cost of materials for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to the Bank by the Fund at least seven (7) days prior to the mailing date of such materials. Article 3 Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3.06 It is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended and is qualified to act as a transfer agent and registrar under the rules of the New York Stock Exchange, and will maintain such registration and qualification during the term of this Agreement. Article 4 Representations and Warranties of the Fund The Fund represents and warrants to the Bank that: 4.01 It is a corporation duly organized and existing and in good standing under the laws of Maryland. 4.02 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 4.03 All corporate proceedings required by said Charter and By-Laws have been taken to authorize it to enter into and perform this Agreement. 4.04 It is a closed-end, diversified management investment company registered under the Investment Company Act of 1940, as amended. 4.05 To the extent required by federal securities laws, a registration statement under the Securities Act of 1933, as amended, is currently effective and appropriate state securities law filings have been made with respect to all Shares of the Fund being offered for sale; information to the contrary will result in immediate notification to the Bank. 4 4.06 It has made all required filings under federal and state securities laws and shall make all additional required filings. Article 5 Data Access and Proprietary Information 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and other information furnished to the Fund by the Bank as part of the Fund's ability to access certain Company related data ("Customer Data") maintained by the Bank on databases under the control and ownership of the Bank or other third ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as expressly permitted hereunder. The Fund agrees for itself and its employees and agents: (a) to use such programs and databases (i) solely from equipment at the locations agreed to between the Fund and the Bank and (ii) in accordance with the Bank's applicable user documentation; (b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the computers set forth in 5.01(a) above any part of any Proprietary Information; 5 (c) to refrain from obtaining unauthorized access to any programs, data or other information not owned by the Fund, and if such access is accidentally obtained, to respect and safeguard the same Proprietary Information; (d) to refrain from causing or allowing information transmitted from the Bank's computer to the Funds' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Bank, (such permission not to be unreasonably withheld); (e) that the Fund shall have access only to those authorized transactions as agreed to between the Fund and the Bank; and (f) to honor reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law and under applicable statues. 5.02 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time. 5.03 The Bank agrees to indemnify defend and hold harmless the Fund and its directors, officers, shareowners, employees and representatives from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and costs, arising out of any infringement or misappropriation of third party intellectual property rights related to the STS system. 6 Article 6 Indemnification 6.01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's negligence, willful misconduct, or lack of good faith which arise out of the breach of any representation or warranty of the Fund hereunder. (c) The reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Fund [or any other person or firm at the request of the Fund including but not limited to any previous transfer agent registrar]. (d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Fund reasonably believed to be genuine and authorized. (e) The offer or sale of Shares in violation of any federal or state securities laws requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares; and 6.02 At any time the Bank may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reasonable and good faith reliance upon such instructions or upon the opinion of such counsel. The Bank, its agents and subcontractors shall be 7 protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Bank or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. The Bank, its agents and subcontractors shall also be protected and indemnified by the Fund in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar. 6.03 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which the Fund may be required to indemnify the Bank, the Bank shall promptly notify the Fund of such assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its own name or in the name of the Bank. The Bank shall in no case confess any claim or make any settlement or compromise in any case in which the Fund may be required to indemnify the Bank except with the Fund's prior written consent. Article 7 Standard of Care 7.01 The Bank shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct for that of its employees. Article 8 Covenants of the Fund and the Bank 8.01 The Fund shall promptly furnish to the Bank the following: 8 (a) [A certified copy of the resolution of the Board of Directors of the Fund authorizing the appointment of the Bank and the execution and delivery of this Agreement.] (b) A copy of the Articles of Incorporation and By-Laws of the Fund and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. 8.04 The Bank and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 8.05 In cases of any requests or demands for the inspection of the Shareholder records of the Fund other than requests for records of shareholders pursuant to standard subpoenas from state or federal government authorities (e.g., in divorce or criminal actions), in cases of any requests or demands for the inspection of the Shareholder records of the Fund, the Bank will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. 9 Article 9 Termination of Agreement 9.01 This Agreement may be terminated by either party upon [one hundred twenty (120)] days written notice to the other. 9.02 Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, the Bank reserves the right to charge for any other reasonable expenses associated with such termination. Article 10 Assignment 10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 10.03 The Bank may, without further consent on the part of the Fund, subcontract for the performance hereof with (i) EquiServe Limited Partnership., a Delaware limited partnership ("EquiServe"), which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934 ("Section 17A(c)(2)") and qualified to act as a transfer agent and registrar under NYSE rules, or (ii) EquiServe Trust Company, N.A. or (iii) an EquiServe affiliate duly registered as a transfer agent pursuant to Section 17A(c)(2) and qualified to act as a transfer agent and registrar under NYSE rules, provided, however, that in the case of either (i) or (ii), the Bank shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions. 10 Article 11 Amendment 11.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Directors of the Fund. Article 12 Massachusetts Law to Apply 12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. Article 13 Force Majeure 13.01 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such failure to perform or otherwise from such causes. Article 14 Consequential Damages 14.01 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder. Article 15 Merger of Agreement 15.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. 11 Article 16 Survival 16.01 All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Agreement. Article 17 Severability 17.01 If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Article 18 Counterparts 18.01 This Agreement may be executed by the parties hereto on any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written. DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. BY: ------------------------------------ ATTEST: - ------------------------------------ State Street Bank and Trust Company BY: ------------------------------------ Charles V. Rossi Vice President ATTEST: - ------------------------------------ EX-99.(D)(6) 13 0013.txt FUND ADMINISTRATION AND ACCOUNTING AGREEMENT DELAWARE CLOSED-END FUNDS FUND ADMINISTRATION AND ACCOUNTING AGREEMENT THIS AGREEMENT, made as of this 1st day of July, 1998 by and between the registered investment companies listed on Schedule A, which Schedule may be amended from time to time as provided in Section 8 hereof (each corporation or common law or business trust, hereinafter referred to as a "Company," and all such entities collectively hereinafter referred to as, the "Companies"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware corporation, having its principal office and place of business at 1818 Market Street, Philadelphia, Pennsylvania 19103. W I T N E S S E T H: WHEREAS, the Investment Management Agreements between the Companies and Delaware Management Company provide, in part, that each Company shall conduct its business and affairs and shall bear the expenses necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred with respect to administrative and accounting services; and WHEREAS, the services to be provided under this agreement previously were provided by unaffiliated third party administrators; and WHEREAS, the Companies and DSC desire to have a written agreement concerning the performance of administrative and accounting services for each Company and providing compensation therefor; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending legally to be bound, it is agreed: I. APPOINTMENT AS AGENT Section 1.1 The Companies hereby each appoint DSC as their administrative and accounting agent ("Accounting Agent"), to provide such services as are set forth herein and DSC hereby accepts such appointment and agrees to provide the Companies, as their agent, the services described herein. Section 1.2 The Companies shall pay DSC and DSC shall accept, for the services provided hereunder, the compensation provided for in Section VI hereof. The Companies also shall reimburse DSC for expenses incurred or advanced by it for the Companies in connection with its services hereunder. II. DOCUMENTATION Section 2.1 Each Company represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Companies (or is otherwise familiar with), the following documents: -2- A. The Articles of Incorporation or Agreement and Declaration of Trust or other document, as relevant, evidencing each Company's form of organization and any current amendments thereto. B. The By-Laws or Procedural Guidelines of each Company. C. Any resolution or other action of each Company or the Board of Directors or Trustees of each Company establishing or affecting the rights, privileges or other status of any class of shares of a Company, or altering or abolishing any such class. D. A certified copy of a resolution of the Board of Directors or Trustees of each Company appointing DSC as Accounting Agent for each Company and authorizing the execution of this Agreement or an amendment to Schedule A of this Agreement. E. A copy of each Company's currently effective prospectus[es] and Statement[s] of Additional Information under the Securities Act of 1933, if effective. F. A certified copy of any resolution of the Board of Directors or Trustees of each Company authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority. G. Any amendment, revocation or other document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. -3- Section 2.2 Each Company and DSC may consult as to forms or documents that may be required in performing services hereunder. Section 2.3 Each Company warrants the following: A. The Company is, or will be, a properly registered investment company under the Investment Company Act of 1940 (the "1940 Act") and any and all shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. B. The provisions of this contract do not violate the terms of any instrument by which the Company is bound; nor do they violate any law or regulation of any body having jurisdiction over the Company or its property. Section 2.4 DSC warrants that the provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property. III. SERVICES TO BE PROVIDED BY DSC Section 3.1 Net Asset Value ("NAV") Calculation. As Accounting Agent for each Company, DSC will perform all functions necessary to provide NAV calculations for each Company, including: -4- A. Maintaining each Company's securities portfolio history by: 1. recording portfolio purchases and sales; 2. recording corporate actions and capital changes relating to portfolio securities; 3. accruing interest, dividends and expenses; and 4. maintaining the income history for securities purchased by a Company. B. Determining distributions to Company shareholders. C. Recording and reconciling shareholder activity including reconciling Company shares outstanding to the records maintained by the Company's transfer agent. D. Valuing a Company's securities portfolio, which includes determining the NAV for the Company. E. Disseminating Company NAVs and dividends to interested parties (including the stock exchanges on which the Companies are listed and other interested parties). F. Resolving pricing and/or custody discrepancies. Section 3.2 Financial Reporting. As Accounting Agent, DSC shall perform financial reporting services for each Company, which shall include: A. The preparation of semi-annual and annual reports for shareholders which involves the performance of the following functions: -5- 1. preparing all statements of net assets, statements of operations and statements of changes in net assets for the Company; 2. preparing footnotes to financial statements for the Company; 3. preparing workpapers for each Company's annual audit by its independent public accountants; and 4. coordinating the annual audit by each Company's independent public accountants. B. Reporting to the ICI in response to requests for monthly and other periodic information. C. Performing statistical reporting, which includes periodic reports for third party reporting agencies. D. Furnishing financial information for any additional required SEC reporting, such as the preparation of financial information for each Company's reporting on Form N-SAR, the furnishing of financial information for each Company's prospectus[es] and statement[s] of additional information, and the financial information required for each Company's annual Rule 24f-2 notice filing. Section 3.3 Compliance Testing. DSC will monitor, test and prepare and maintain supporting schedules which evidence compliance with the definitional and distribution requirements under the Internal Revenue Code of 1986, as amended ("IRC"), including the following: -6- A. The requirement to be registered at all times during the taxable year under the 1940 Act (IRC Section 851(a)). B. The annual ninety percent gross income test (IRC Section 851(b)(2)). C. The quarterly IRC industry diversification tests (IRC Sections 851(b)(4) and 817(h)). D. The 90% distribution requirements (IRC Section 852(a)). Section 3.4 Other Services. In addition to the above, DSC, in its capacity as Accounting Agent for the Company, will perform the following services: A. Providing the financial information necessary for the preparation of all federal and state tax returns and ancillary schedules, including: 1. year-end excise tax distributions; and 2. compliance with Subchapter M and Section 4982 of the IRC. B. Performing special tax reporting to transfer agent for dissemination to shareholders, including the preparation of reports which reflect income earned by each Company by state, exempt income and distributions that qualify for the corporate dividends received deduction. -7- C. The preparation of expense and budget figures for each Company, including the maintenance of detailed records pertaining to expense accruals and payments and adjusting reports to reflect accrual adjustments. D. The preparation of reports for Board of Directors' or Trustees' meetings. E. Coordination of the custody relationship. F. Facilitating security settlements. G. Performance of required foreign security accounting functions. H. Performance of cash reconciliations for each Company. I. Providing identified reports to portfolio managers including: 1. providing portfolio holdings and security valuation reports; 2. preparing cash forecasts and reconciliations as mutually agreed upon; and 3. preparing income projections. J. Prepare and file reports and other documents and notices required by U.S. Federal securities laws and regulations and by U.S. stock exchanges on which Company shares are listed. K. Arrange for payment of Company's expenses. L. Oversee the performance of professional services rendered to the Company by its custodian and auditors. M. Prepare such financial information and reports as may be required by any banks from which the Company borrows funds. -8- N. Prepare reports related to the Company's preferred stock and commercial paper, if any, as required by rating agencies. O. Assist in preparing financial information relating to the Company for the Company's proxy materials and earnings press releases. P. Provide the Company'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 Company's dividend reinvestment plan. IV. PERFORMANCE OF DUTIES Section 4.1 DSC may request or receive instructions from a Company and may, at a Company's expense, consult with counsel for the Company or its own counsel, with respect to any matter arising in connection with the performance of its duties hereunder, and shall not be liable for any action taken or omitted by it in good faith in accordance with such instructions or opinions of counsel. Section 4.2 DSC shall maintain reasonable insurance coverage for errors and omissions and reasonable bond coverage for fraud. -9- Section 4.3 Upon notice thereof to a Company, DSC may employ others to provide services to DSC in its performance of this Agreement. Section 4.4 Personnel and facilities of DSC used to perform services hereunder may be used to perform similar services to all Companies of the Delaware Investments Family of Funds and to others, and may be used to perform other services for all of the Companies of the Delaware Investments Family of Funds and others. Section 4.5 The Companies and DSC may, from time to time, set forth in writing at the Companies' expense certain guidelines to be applicable to the services hereunder. V. ACCOUNTS AND RECORDS Section 5.1 The parties hereto agree and acknowledge that the accounts and records maintained by DSC with respect to a Company shall be the property of such Company, and shall be made available to the relevant Company promptly upon request and shall be maintained for the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940 or such longer period as shall be agreed to by the parties hereto, at such Company's expense. -10- VI. COMPENSATION Section 6.1 The Companies and DSC acknowledge that the compensation to be paid hereunder to DSC is intended to induce DSC to provide services under this Agreement of a nature and quality which the Boards of Directors or Trustees of the Companies, including a majority who are not parties to this Agreement or interested person of the parties hereto, have determined after due consideration to be necessary for the conduct of the business of a Company in the best interests of a Company and its shareholders. Section 6.2 Compensation by a Company hereunder shall be determined in accordance with Schedule B hereto as it shall be amended from time to time as provided for herein and which is incorporated herein as a part hereof. Section 6.3 Compensation as provided in Schedule B shall be reviewed and approved for each Company in the manner set forth in Section 8.1 hereof by the Boards of Directors or Trustees of the Companies at least annually and may be reviewed and approved more frequently at the request of either party. The Boards may request and DSC shall provide such information as the Boards may reasonably require to evaluate the basis of and approve the compensation. -11- VII. STANDARD OF CARE Section 7.1 The Companies acknowledge that DSC shall not be liable for, and in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of the performance of its duties under this contract, agree to indemnify DSC against, any claim or deficiency arising from the performance of DSC's duties hereunder, including DSC's costs, counsel fees and expenses incurred in investigating or defending any such claim or any Accounting or other proceeding, and acknowledge that any risk of loss or damage arising from the conduct of a Company's affairs in accordance herewith or in accordance with guidelines or instructions given hereunder, shall be borne by the Company. The indemnification provided for in this Section 7.1 shall be made Company by Company so that DSC is only entitled to indemnification from a Company for actions arising from the performance of DSC's duties as to that Company. VIII. CONTRACTUAL STATUS Section 8.1 This Agreement shall be executed and become effective as to a Company listed on Schedule A as of the date first written above if approved by a vote of such Company's Board of Directors or Trustees, including an affirmative vote of a majority of the non-interested members of the Board of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company DSC, as the case may be, on sixty (60) days notice by either that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement on sixty (60) days notice to DSC. Compensation under this Agreement by a Company shall require approval by a majority vote of the Board of Directors or Trustees of such Company, including an affirmative vote of the majority of the non-interested members of such Board cast in person at a meeting called for the purpose of voting such approval. -12- Section 8.2 This Agreement shall become effective as to any Company not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company to such Schedule is executed by DSC and such new Company following approval by the Company desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the Companies. -13- Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. By: /s/David K. Downes ------------------------------------- David K. Downes President/Chief Executive Officer/ Chief Financial Officer DELAWARE GROUP DIVIDEND and INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND and INCOME FUND, INC. VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. By: /s/ Wayne A. Stork ------------------------------------- Wayne A. Stork Chairman -14- SCHEDULE A INVESTMENT COMPANY PARTIES TO AGREEMENT DELAWARE GROUP DIVIDEND and INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND and INCOME FUND, INC. VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. SCHEDULE B COMPENSATION Fee Schedule for The Delaware Closed-End Funds ---------------------------------------------- The Company shall pay the Accounting Agent a monthly fee at an annual rate of 0.05% of the Company's average daily or weekly net assets, as applicable, based on the net asset value on each day or on the last day of each week, as applicable, on which the New York Stock Exchange is open for business (or on such other day as may be established by the Company's Board of Directors). Average net assets shall be calculated for this purpose without regard to the liquidation value of any outstanding shares of preferred stock of the Company and without regard to liabilities arising from other senior securities, borrowings or other forms of leveraging. The minimum annual fee per fund payable to the Accounting Agent shall be $85,000 for Companies whose assets consist exclusively of U.S. securities, and $100,000 for any Company owning non-U.S. securities. EX-99.(D)(7) 14 0014.txt EXEC CUST AGREE - CHASE MANHATTAN CHASE GLOBAL CUSTODY AGREEMENT AGREEMENT, effective May 1, 1996, between THE CHASE MANHATTAN BANK, N.A. (the "Bank") and those registered investment companies listed on Schedule A hereto (each a Customer ) on behalf of certain of their respective series, as listed on Schedule A (individually and collectively the Series ). 1. Customer Accounts. The Bank agrees to establish and maintain the following accounts ("Accounts"): (a) A custody account in the name of the Customer on behalf of each Series ("Custody Account") for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer ("Securities"); and (b) A deposit account in the name of the Customer on behalf of each Series ("Deposit Account") for any and all cash in any currency received by the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or check. The Customer warrants its authority to: 1) deposit the cash and Securities ("Assets") received in the Accounts and 2) give Instructions (as defined in Section 11) concerning the Accounts. Such Instructions shall specifically indicate to which Series such Assets belong or, if such Assets belong to more than one Series, shall allocate such Assets to the appropriate Series. The Bank may deliver securities of the same class in place of those deposited in the Custody Account. Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately accounted for as additional Accounts under the terms of this Agreement. 2. Maintenance of Securities and Cash at Bank and Subcustodian Locations. Unless Instructions specifically require another location acceptable to the Bank: (a) Securities will be held in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for payment or where such Securities are acquired; and (b) Cash will be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts. To the extent available and permissible under applicable law and regulation, Cash held pursuant to Instructions shall be held in interest bearing accounts. If interest bearing accounts are not available, such cash may be held in non-interest bearing accounts. The Bank is authorized to maintain cash balances on deposit for the Customer with itself or one of its affiliates. Interest bearing accounts shall bear interest at such reasonable rates of interest as may from time to time be paid on such accounts by the Bank or its affiliates. (iii) For each Series that is exclusively a domestic Series, the following additional provisions shall apply: (x) In the event that during a given calendar month a Series has maintained an average daily cash balance greater than zero, the Bank shall provide an earnings credit against custody fees otherwise owing hereunder by such Series during such calendar month in an amount equal to the product of (A) 75% of the 90 day U.S. government Treasury bill rate as quoted in the Wall Street Journal for the last Business Day (being a day on which the Bank is open for the transaction of all its ordinary business) of such calendar month, (B) the average daily cash balance for such month, and (C) the number of days in such calendar month divided by 365. (y) In the event that during a given calendar month a Series has maintained an average daily cash balance less than or equal to zero, the Bank shall be paid interest on such amount by such Series in an amount equal to the product of (A) the Overnight Fed Funds Rate (as defined below) plus 25 basis points for the last Business Day of such calendar month, (B) the average daily cash balance for such month, and (C) the number of days in such calendar month divided by 365. (z) For purposes of (y) above, the term Overnight Fed Funds Rate shall mean the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York (with the rate for the last Business Day of a given calendar month being the rate so published on the Business Day immediately following such Day), or, if such rate is note so published, the average quotations, for the last Business Day of a given calendar month, of such transactions received by the Bank from three Federal funds brokers of recognized standing selected by the Bank. If the Customer wishes to have any of its Assets held in the custody of an institution other than the established Subcustodians as defined in Section 3 (or their securities depositories), such arrangement must be authorized by a written agreement, signed by the Bank and the Customer. 3. Subcustodians and Securities Depositories. The Bank may act under this Agreement through the subcustodians listed in Schedule B of this Agreement with which the Bank has entered into subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank to hold Assets in the Accounts in accounts which the Bank has established with one or more of its branches or Subcustodians. The Bank and Subcustodians are authorized to hold any of the Securities in their account with any securities depository in which they participate. The Bank reserves the right to add new, replace or remove Subcustodians. The Customer will be given reasonable notice by the Bank of any amendment to Schedule B. Upon request by the Customer, the Bank will identify the name, address and principal place of business of any Subcustodian of the Customer's Assets and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. Upon receipt of Instructions, the Bank shall cease using any Subcustodian with respect to the customer, and arrange for delivery of Securities held with such Subcustodian to another entity as designated by the Customer; provided that, the Bank shall have no responsibility for the performance of such other entity. 4. Use of Subcustodian. (a) The Bank will identify the Assets on its books as belonging to the Customer. (b) A Subcustodian will hold such Assets together with assets belonging to other customers of the Bank in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of the Bank. (c) Any Assets in the Accounts held by a Subcustodian will be subject only to the instructions of the Bank or its agent. Any Securities held in a securities depository for the account of a Subcustodian will be subject only to the instructions of such Subcustodian. (d) Any agreement the Bank enters into with a Subcustodian for holding its customer's assets shall provide that: (i) such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian except for safe custody or administration, (ii) the beneficial ownership of such assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets held pursuant to such agreement as belonging to the customers of the Bank; (iv) subject to applicable law, Subcustodian shall permit independent public accountants for Bank and customers of the Bank reasonable access to Subcustodian s books and records as they pertain to the subcustody account in connection with such accountants' examination of the books and records of such account; and (v) the Bank will receive periodic reports with respect to the safekeeping of assets in the subcustody account, including advices and/or notifications of any transfers to or from such subcustody account. The foregoing shall not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian. (e) Upon request of the Customer, the Bank shall deliver to the Customer annually a report stating: (i) the identity of each Subcustodian then acting on behalf of the Bank and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian; (ii) the countries in which each Subcustodian is located; and (iii) as long as Securities and Exchange Commission ("SEC") Rule 17f-5 under the Investment Company Act of 1940, as amended ("1940 Act"), requires the Customer s Board of Directors/Trustees directly to approve its foreign custody arrangements, such other information relating to such Subcustodians as may reasonably be requested by the Customer to ensure compliance with Rule 17f-5. As long as Rule 17f-5 requires the Customer s Board of Directors/Trustees directly to approve its foreign custody arrangements, the Bank shall also furnish annually to the Customer information concerning such Subcustodians similar in kind and scope as that furnished to the Customer in connection with the initial approval hereof. The Bank shall timely advise the Customer of any material adverse change in the facts or circumstances upon which such information is based where such changes would affect the eligibility of the Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware of any such material adverse change in the normal course of its custodial activities. 5. Deposit Account Transactions (a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank. (b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans. (c) If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions after consultation with the Customer. 6. Custody Account Transactions. (a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions which include all information required by the Bank. Settlement and payment for Securities received for, and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to the Bank. (b) The Bank shall credit or debit the Accounts on a contractual settlement date with cash or Securities with respect to any sale, exchange or purchase of Securities in those countries set forth in Appendix A hereto; provided that, the Bank may amend Appendix A from time to time in its sole discretion and shall advise the Customer of such amendments. Otherwise, transactions will be credited or debited to the Accounts on the date cash or Securities are actually received by the Bank and reconciled to the Account. (i) The Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by the Bank in its discretion, after the contractual settlement date for the related transaction; provided that, the Bank shall give Customer prior notification of any such reversal. Where the foregoing notification is oral, the Bank shall promptly provide written confirmation of the same (which confirmation may be electronic). (ii) If any Securities delivered pursuant to this Section 6 are returned by the recipient thereof, the Bank may reverse the credits and debits of the particular transaction at any time. 7. Actions of the Bank. The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will: (a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities. (b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities. (c) Exchange interim receipts or temporary Securities for definitive Securities. (d) Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the Bank or any Subcustodian, subject to applicable SEC rules and regulations under the Act. (e) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts. The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer advises the Bank orally and then promptly sends the Bank a written exception or objection to any Bank statement within 180 days of receipt, the Customer shall be deemed to have approved such statement. All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Customer. Subject to the standard of care in Section 12 hereof, the Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take any action under this Agreement. 8. Corporate Actions; Proxies; Tax Reclaims. a. Corporate Actions. Whenever the Bank receives information concerning the Securities which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders ("Corporate Actions"), the Bank will give the Customer written notice (which may be electronic) of such Corporate Actions to the extent that the Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, the Bank will endeavor to obtain Instructions from the Customer or its Authorized Person (as defined in Section 10 hereof), but if Instructions are not received in time for the Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, the Bank is authorized to sell such rights entitlement or fractional interest and to credit the Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held harmless for any such action. b. Proxy Voting. With respect to domestic U.S. and Canadian Securities (the latter if held in DTC), the Bank will send to the Customer or the Authorized Person (as defined in Section 10) for a Custody Account, such proxies (signed in blank, if issued in the name of the Bank's nominee or the nominee of a central depository) and communications with respect to Securities in the Custody Account as call for voting or relate to legal proceedings within a reasonable time after sufficient copies are received by the Bank for forwarding to its customers. In addition, the Bank will follow coupon payments, redemptions, exchanges or similar matters with respect to Securities in the Custody Account and advise the Customer or the Authorized Person for such Account of rights issued, tender offers or any other discretionary rights with respect to such Securities, in each case, of which the Bank has received notice from the issuer of the Securities, or as to which notice is published in publications routinely utilized by the Bank for this purpose. With respect to Securities other than the foregoing, proxy voting services shall be provided in accordance with separate proxy voting agreement annexed hereto a Appendix B. The foregoing proxy voting services may be provided by Bank, in whole or in part, by one or more third parties appointed by the Bank (which may be affiliates of the Bank), provided that the Bank shall be liable for the performance of any such third parties to the same extent as the Bank would have been if it performed such services itself.. c. Tax Reclaims. (i) Subject to the provisions hereof, the Bank will apply for a reduction of withholding tax and any refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Securities for the benefit of the Customer which the Bank believes may be available to such Customer. Where such reports are available, the Bank shall periodically report to Customer concerning the making of applications for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Securities for the benefit of the Customer. (ii) The provision of tax reclaim services by the Bank is conditional upon the Bank receiving from the beneficial owner of Securities (A) a declaration of its identity and place of residence and (B) certain other documentation (pro forma copies of which are available from the Bank). The Bank shall use reasonable means to advise the Customer of the declarations, documentation and information which the Customer is to provide to the Bank in order for the Bank to provide the tax reclaim services described herein. The Customer acknowledges that, if the Bank does not receive such declarations, documentation and information, additional United Kingdom taxation will be deducted from all income received in respect of Securities issued outside the United Kingdom and that U.S. non-resident alien tax or U.S. backup withholding tax will be deducted from U.S. source income. The Customer shall provide to the Bank such documentation and information as it may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. The Customer undertakes to notify the Bank immediately if any such information requires updating or amendment. (iii) Subject to subsection (vii) hereof, the Bank shall not be liable to the Customer or any third party for any tax, fines or penalties payable by the Bank or the Customer, and shall be indemnified accordingly, whether these result from the inaccurate completion of documents by the Customer or any third party, or as a result of the provision to the Bank or any third party of inaccurate or misleading information or the withholding of material information by the Customer or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the control of the Bank. (iv) The Customer confirms that the Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Securities or Cash Accounts. (v) The Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to the Customer from time to time and the Bank may, by notification in writing, at its absolute discretion, supplement or amend the markets in which the tax reclaim services are offered. Other than as expressly provided in this sub- clause, the Bank shall have no responsibility with regard to the Customer's tax position or status in any jurisdiction. Except as provided in Section 8(c)(ii) and pursuant to Instructions, the Bank shall take no action in the servicing of the Customer s Securities which, in and of itself, creates a taxable nexus for the Customer in any jurisdiction other than with respect to interest, dividends and capital gains that may otherwise be subject to tax by such jurisdiction with respect to a foreign investor not otherwise engaged in a trade or business in such jurisdiction in a given taxable year. Bank shall not be liable for any tax liability caused, directly or indirectly, by Customer's actions or status in any jurisdiction. (vi) In connection with obtaining tax relief, the Customer confirms that the Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Customer or the Securities and/or Cash held for the Customer. This provision does not authorize any other voluntary disclosure to any revenue authority or any governmental body without the prior written consent of Customer. (vii) Tax reclaim services may be provided by the Bank or, in whole or in part, by one or more third parties appointed by the Bank (which may be affiliates of the Bank); provided that the Bank shall be liable for the performance of any such third party to the same extent as the Bank would have been if it performed such services itself. 9. Nominees. Securities which are ordinarily held in registered form may be registered in a nominee name of the Bank, Subcustodian or securities depository, as the case may be. The Bank may without notice to the Customer cause any such Securities to cease to be registered in the name of any such nominee and to be registered in the name of the Customer. In the event that any Securities registered in a nominee name are called for partial redemption by the issuer, the Bank may allot the called portion to the respective beneficial holders of such class of security in any manner the Bank deems to be fair and equitable. The Customer agrees to hold the Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Securities in the Custody Account. 10. Authorized Persons. As used in this Agreement, the term "Authorized Person" means employees or agents including investment managers as have been designated by written notice from the Customer or its designated agent to act on behalf of the Customer under this Agreement. Such persons shall continue to be Authorized Persons until such time as the Bank receives Instructions from the Customer or its designated agent that any such employee or agent is no longer an Authorized Person. 11. Instructions. The term "Instructions" means instructions of any Authorized Person received by the Bank, via telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to the Bank which the Bank reasonably believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Bank may specify. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. For purposes hereof, reasonableness shall mean compliance with applicable procedures. Any Instructions delivered to the Bank by telephone (including cash transfer instructions as described below) shall promptly thereafter be confirmed in writing by any two Authorized Persons (which confirmation may bear the facsimile signature of such Persons), but the Customer will hold the Bank harmless for the failure of such Authorized Persons to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or the Bank's failure to produce such confirmation at any subsequent time; provided that, where the Bank receives a telephone Instruction from an Authorized Person requiring the transfer of cash, prior to executing such Instruction the Bank will, to confirm such Instruction, call back any one of the individuals on a list of persons authorized to confirm such oral transfer Instructions (which Person shall be a person other than the initiator of the transfer Instruction) and the Bank shall not execute the Instruction until it has received such confirmation. Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. The Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which the Bank shall make available to the Customer or its Authorized Persons. 12. Standard of Care; Liabilities. (a) The Bank shall be responsible for the performance of only such duties as are set forth in this Agreement or expressly contained in Instructions which are consistent with the provisions of this Agreement as follows: (i) The Bank will use reasonable care with respect to its obligations under this Agreement and the safekeeping of Assets. The Bank shall be liable to the Customer for any loss which shall occur as the result of the failure of a Subcustodian to exercise reasonable care with respect to the safekeeping of such Assets to the same extent that the Bank would be liable to the Customer if the Bank were holding such Assets in New York. In the event that Securities are lost by reason of the failure of the Bank or its Subcustodian to use reasonable care, the Bank shall be liable to the Customer based on the market value of the property which is the subject of the loss on the date it is replaced by the Bank and without reference to any special conditions or circumstances, it being understood that for purposes of measuring damages hereunder, the value of Securities which are sold by the Customer prior to the replacement thereof shall be equal to the sale price thereof less the expenses of such sale incurred by the Customer. The Bank shall act with reasonable promptness in making such replacements. In no event shall the Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. Subject to the Bank's obligations pursuant to Section 4(e) hereof, the Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or affiliate of Bank. (ii) The Bank will not be responsible for any act, omission, default or the solvency of any broker or agent which it or a Subcustodian appoints unless such appointment was made negligently or in bad faith. (iii) (a) The Bank shall be indemnified by, and without liability to the Customer for any action taken or omitted by the Bank whether pursuant to Instructions or otherwise pursuant to this Agreement if such act or omission was in good faith, without negligence. In performing its obligations under this Agreement, the Bank may rely on the genuineness of any Customer document which it reasonably believes in good faith to have been validly executed. (b) The Bank shall hold Customer harmless from, and shall indemnify Customer for, any loss, liability, claim or expense incurred by Customer (including, but not limited to, Customer's reasonable legal fees) to the extent that such loss, liability, claim or expense arises from the negligence or willful mis- conduct on the part of the Bank or a Subcustodian; provided that, in no event shall the Bank be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. Subject to the Bank's obligations pursuant to Section 4(e) hereof, the Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or affiliate of Bank. (iv) The Customer agrees to pay for and hold the Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to income from or Assets in the Accounts. (v) The Bank shall be entitled to rely, and may act, upon the advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. (vi) The Bank need not maintain any insurance for the benefit of the Customer. (vii) Without limiting the foregoing, the Bank shall not be liable for any loss which results from: 1) the general risk of investing, or 2) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets. (viii) Neither party shall be liable to the other for any loss due to forces beyond their control including, but not limited to strikes or work stoppages, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God. (b) Consistent with and without limiting the first paragraph of this Section 12, it is specifically acknowledged that the Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Securities; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than a Security. (iv) except as may be otherwise provided in any securities lending agreement between the Customer and the Bank, evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Securities are delivered or payments are made pursuant to this Agreement; (v) except for trades settled at DTC where the broker provides to the Bank the trade confirmation and the Customer provides for the Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers. The Customer or its Authorized Persons (as defined in Section 10) issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by the Bank. (c) The Customer authorizes the Bank to act, hereunder, in its capacity as a custodian notwithstanding that the Bank or any of its divisions or affiliates may have a material interest in a transaction, or circumstances are such that the Bank may have a potential conflict of duty or interest including the fact that the Bank or any of its affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Securities, act as a lender to the issuer of Securities, act in the same transaction as agent for more than one customer, have a material interest in the issue of Securities, or earn profits from any of the activities listed herein. 13. Fees and Expenses. The Customer agrees to pay the Bank for its services under this Agreement such amount as may be agreed upon in writing ("Fee Schedule"), together with the Bank's reasonable out-of-pocket or incidental expenses (as further defined in the Fee Schedule), including, but not limited to, legal fees. The Bank shall have a lien on and is authorized to charge any Accounts of the Customer for any amount owing to the Bank under any provision of this Agreement. 14. Miscellaneous. (a) Foreign Exchange Transactions. To facilitate the administration of the Customer's trading and investment activity, the Bank is authorized to enter into spot or forward foreign exchange contracts with the Customer or an Authorized Person for the Customer and may also provide foreign exchange through its subsidiaries, affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts but the Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where the Bank, its subsidiaries, affiliates or Subcustodians enter into a foreign exchange contract related to Accounts, the terms and conditions of the then current foreign exchange contract of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent, this Agreement shall apply to such transaction. (b) Certification of Residency, etc. The Customer certifies that it is a resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank's obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (c) Access to Records. Applicable accounts, books and records of the Bank shall be open to inspection and audit at all reasonable times during normal business hours upon reasonable advance notice by Customer s independent public accountants and by employees of Customer designated to the Bank. All such materials shall, to the extent applicable, be maintained and preserved in conformity with the Act and the rules and regulations thereunder, including without limitation, SEC Rules 31a-1 and 31a-2. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer's books and records. (d) Governing Law; Successors and Assigns. This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank. (e) Entire Agreement; Applicable Riders. Customer represents that the Assets deposited in the Accounts are Mutual Fund assets subject to certain Securities and Exchange Commission ("SEC") rules and regulations. This Agreement consists exclusively of this document together with Schedules A and B, Appendices 1 and 2, Exhibits I - _______ and the following Rider(s) [Check applicable rider(s)]: X MUTUAL FUND ---- X SPECIAL TERMS AND CONDITIONS ---- There are no other provisions of this Agreement, and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment to this Agreement must be in writing, executed by both parties. (f) Severability. In the event that one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (g) Waiver. Except as otherwise provided in this Agreement, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced. (h) Notices. All notices under this Agreement shall be effective when actually received. Any notices or other communications which may be required under this Agreement are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: Bank: The Chase Manhattan Bank, N.A. 4 Chase MetroTech Center Brooklyn, NY 11245 Attention: Global Custody Division or telex: ------------------------------------- Customer: Delaware Group of Funds 1818 Market St. Philadelphia, PA 19103 att: Messrs. Bishof and O Conner or telex: -------------------------------------- (i) Termination. This Agreement may be terminated by the Customer or the Bank by giving sixty (60) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts. If notice of termination is given by the Bank, the Customer shall, within sixty (60) days following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Section 13. If within sixty (60) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided that, where the Bank is the terminating party and the Bank had not notified the Customer that termination was for breach of this Agreement by the Customer, such 60 day period shall be extended for an additional period as requested by Customer of up to 120 days. Termination as to One or More Series. This Agreement may be terminated as to one or more Series (but less than all the Series) by delivery of an amended Schedule A deleting such Series, in which case termination as to the deleted Series shall take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule A which deletes one or more Series, shall constitute a termination hereof only with respect to such deleted Series, shall be governed by the preceding provisions of Section 14 as to the identification of a successor custodian and the delivery of the Assets of the Series so deleted to such successor custodian, and shall not affect the obligations of the Bank and the Customer hereunder with respect to the other Series set forth in Schedule A, as amended from time to time. (j) Several Obligations of the Series. With respect to any obligations of the Customer on behalf of the Series and their related Accounts arising hereunder, the Custodian shall look for payment or satisfaction of any such obligation solely to the assets and property of the Series and such Accounts to which such obligation relates as though the Customer had separately contracted with the Custodian by separate written instrument with respect to each Series and its Accounts. CUSTOMER By: /s/ Michael P. Bishof --------------------- Title Vice President and Treasurer THE CHASE MANHATTAN BANK, N.A. By: /s/ Rosemary M. Stidmon ----------------------- Title Vice President STATE OF Pennsylvania) : ss. COUNTY OF Philadelphia) On this 9th day of July, 1996, before me personally came Michael P. Bishof, to me known, who being by me duly sworn, did depose and say that he resides in Blue Bell, PA at 110 Spyglass Drive; that he is Vice President/Treasurer of Delaware Group of Funds, the entity described in and which executed the foregoing instrument; that he knows the seal of said entity, that the seal affixed to said instrument is such seal, that it was so affixed by order of said entity, and that he signed his name thereto by like order. /s/ Maritza H. Cruzado ----------------------- Maritza H. Cruzado Notary Sworn to before me this 9th day of July, 1996. STATE OF NEW YORK ) : ss. COUNTY OF NEW YORK ) On this 24th day of May, 1996, before me personally came Rosemary Stidmon, to me known, who being by me duly sworn, did depose and say that she resides in New Providence, NJ at 31 Sagamore Drive; that she is a Vice President of THE CHASE MANHATTAN BANK, (National Association), the corporation described in and which executed the foregoing instrument; that she knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order. Sworn to before me this 24th day of May, 1996. /s/ Laiyee Ng - ------------- Laiyee Ng Notary Schedule A Delaware Pooled Trust, Inc. - Global Fixed Income Portfolio Delaware Pooled Trust, Inc. - International Equity Portfolio Delaware Pooled Trust, Inc. - Labor Select International Equity Portfolio Delaware Pooled Trust, Inc. - Real Estate Investment Trust Portfolio Delaware Pooled Trust, Inc. - High Yield Portfolio Delaware Pooled Trust, Inc. - International Fixed Income Portfolio Delaware Pooled Trust, Inc. - Defensive Equity Utility Portfolio Delaware Group Global & International Funds, Inc. - International Equity Fund Delaware Group Global & International Funds, Inc. - Global Assets Fund Delaware Group Global & International Funds, Inc. - Global Bond Fund Delaware Group Global & International Funds, Inc. - Emerging Markets Fund Delaware Group Premium Fund, Inc. - International Equity Series Delaware Group Premium Fund, Inc. - Equity Income Series Delaware Group Premium Fund, Inc. - High Yield Series Delaware Group Premium Fund, Inc. - Capital Reserves Series Delaware Group Premium Fund, Inc. - Money Market Series Delaware Group Premium Fund, Inc. - Growth Series Delaware Group Premium Fund, Inc. - Multiple Strategy Series Delaware Group Premium Fund, Inc. - Value Series Delaware Group Premium Fund, Inc. - Emerging Growth Series Delaware Group Premium Fund, Inc. - Global Bond Series Delaware Group Delchester High-Yield Bond Fund, Inc. Delaware Group Delaware Fund, Inc. - Delaware Fund Delaware Group Delaware Fund, Inc. - Devon Fund Delaware Group Value Fund, Inc. Delaware Group DelCap Fund, Inc. Delaware Group Dividend & Income Fund, Inc. Delaware Group Advisor Funds, Inc. - Enterprise Fund Delaware Group Advisor Funds, Inc. - U.S. Growth Fund Delaware Group Advisor Funds, Inc. - World Growth Fund Delaware Group Advisor Funds, Inc. - New Pacific Fund Delaware Group Advisor Funds, Inc. - Federal Bond Fund Delaware Group Advisor Funds, Inc. - Corporate Income Fund March, 1996 Schedule B SUB-CUSTODIANS EMPLOYED BY THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK ARGENTINA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Arenales 707, 5th Floor Buenos Aires De Mayo 130/140 1061Buenos Aires ARGENTINA AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank Australia Limited Australia Limited 36th Floor Sydney World Trade Centre Jamison Street Sydney New South Wales 2000 AUSTRALIA AUSTRIA Creditanstalt - Bankverein Credit Lyonnais Schottengasse 6 Vienna A - 1011, Vienna AUSTRIA BANGLADESH Standard Chartered Bank Standard Chartered Bank 18-20 Motijheel C.A. Dhaka Box 536, Dhaka-1000 BANGLADESH BELGIUM Generale Bank Credit Lyonnais Bank 3 Montagne Du Parc Brussels 1000 Bruxelles BELGIUM BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Barclays House Gaborone Khama Crescent Gaborone BOTSWANA BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A. Chase Manhattan Center Sao Paulo Rua Verbo Divino, 1400 Sao Paulo, SP 04719-002 BRAZIL CANADA The Royal Bank of Canada Royal Bank of Canada Royal Bank Plaza Toronto Toronto Ontario M5J 2J5 CANADA Canada Trust Royal Bank of Canada Canada Trust Tower Toronto BCE Place 161 Bay at Front Toronto Ontario M5J 2T2 CANADA CHILE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Agustinas 1235 Santiago Casilla 9192 Santiago CHILE COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A. Sociedad Fiduciaria Sociedad Fiduciaria Carrera 9a No 99-02 Santafe de Bogota Santafe de Bogota, DC COLOMBIA CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S., Na Prikope 14 Praha 115 20 Praha 1 CZECH REPUBLIC DENMARK Den Danske Bank Den Danske Bank 2 Holmens Kanala DK 1091 Copenhagen Copenhagen DENMARK EGYPT National Bank of Egypt National Bank of Egypt 24 Sherif Street Cairo Cairo EGYPT EUROBONDS Cedel S.A. ECU:Lloyds Bank PLC 67 Boulevard Grande Duchesse Charlotte International Banking Division LUXEMBOURG London A/c The Chase Manhattan Bank, N.A. For all other currencies: see London relevant country A/c No. 17817 EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC 27 Leadenhall Street Banking Division London London EC3A 1AA For all other currencies: see UNITED KINGDOM relevant country FINLAND Merita Bank KOP Merita Bank KOP Aleksis Kiven 3-5 Helsinki 00500 Helsinki FINLAND FRANCE Banque Paribas Societe Generale Ref 256 Paris BP 141 3, Rue D'Antin 75078 Paris Cedex 02 FRANCE GERMANY Chase Bank A.G. Chase Bank A.G. Alexanderstrasse 59 Frankfurt Postfach 90 01 09 60441 Frankfurt/Main GERMANY GHANA Barclays Bank of Ghana Barclays Bank Barclays House Accra High Street Accra GHANA GREECE Barclays Bank Plc National Bank of Greece S.A. 1 Kolokotroni Street Athens 10562 Athens A/c Chase Manhattan Bank, N.A., GREECE London A/c No. 040/7/921578-68 HONG KONG The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. 40/F One Exchange Square Hong Kong 8, Connaught Place Central, Hong Kong HONG KONG HUNGARY Citibank Budapest Rt. Citibank Budapest Rt. Vaci Utca 19-21 Budapest 1052 Budapest V HUNGARY INDIA The Hongkong and Shanghai The Hongkong and Shanghai Banking Corporation Limited Banking Corporation Limited 52/60 Mahatma Gandhi Road Bombay Bombay 400 001 INDIA Deutsche Bank AG, Bombay Branch Deutsche Bank Securities & Custody Services Bombay Kodak House 222 D.N. Road, Fort Bombay 400 001 INDIA INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank, N.A. Banking Corporation Limited Jakarta World Trade Center J1. Jend Sudirman Kav. 29-31 Jakarta 10023 INDONESIA IRELAND Bank of Ireland Allied Irish Bank International Financial Services Centre Dublin 1 Harbourmaster Place Dublin 1 IRELAND ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M. 19 Herzl Street Tel Aviv 61000 Tel Aviv ISRAEL ITALY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Piazza Meda 1 Milan 20121 Milan ITALY JAPAN The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. 1-3 Marunouchi 1-Chome Tokyo Chiyoda-Ku Tokyo 100 JAPAN JORDAN Arab Bank Limited Arab Bank Limited P O Box 950544-5 Amman Amman Shmeisani JORDAN KENYA Barclays Bank of Kenya Barclays Bank of Kenya Third Floor Nairobi Queensway House Nairobi Kenya LUXEMBOURG Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg 50 Avenue J.F. Kennedy S.A. L-2951 LUXEMBOURG Luxembourg MALAYSIA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Pernas International Kuala Lumpur Jalan Sultan Ismail 50250, Kuala Lumpur MALAYSIA MAURITIUS Hongkong and Shanghai Banking The Hongkong and Shanghai Banking Corporation Ltd Corporation Ltd. Curepipe Road Curepipe Curepipe MAURITIUS MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank (Equities)Montes Urales no. 470, 4th Floor Col. Lomas de Chapultepec 11000 Mexico D.F. (Government Banco Nacional de Mexico, No correspondent Bank Bonds) Avenida Juarez No. 104 - 11 Piso 06040 Mexico D.F. MEXICO MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc 2 Boulevard Moulay Youssef Casablanca Casablanca 20000 MOROCCO NETHERLANDS ABN AMRO N.V. Generale Bank Securities Centre Nederland N.V. P O Box 3200 Rotterdam 4800 De Breda NETHERLANDS NEW ZEALAND National Nominees Limited National Bank of New Zealand Level 2 BNZ Tower Wellington 125 Queen Street Auckland NEW ZEALAND NORWAY Den Norske Bank Den Norske Bank Kirkegaten 21 Oslo Oslo 1 NORWAY PAKISTAN Citibank N.A. Citibank N.A. I.I. Chundrigar Road Karachi AWT Plaza Karachi PAKISTAN Deutsche Bank Deutsche Bank Unitowers Karachi I.I. Chundrigar Road Karachi PAKISTAN PERU Citibank, N.A. Citibank N.A. Camino Real 457 Lima CC Torre Real - 5th Floor San Isidro, Lima 27 PERU PHILIPPINES The Hongkong and Shanghai The Hongkong and Shanghai Banking Corporation Limited Banking Corporation Limited Hong Kong Bank Centre 3/F Manila San Miguel Avenue Ortigas Commercial Centre Pasig Metro Manila PHILIPPINES POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki S.A. Curtis Plaza Warsaw Woloska 18 02-675 Warsaw POLAND For Mutual Funds: Bank Handlowy W. Warsawie. S.A. Bank Polska Kasa Opieki S.A. Custody Dept. Warsaw Capital Markets Centre Ul, Nowy Swiat 6/12 00-920 Warsaw POLAND PORTUGAL Banco Espirito Santo & Comercial Banco Nacional Ultra Marino de Lisboa Lisbon Servico de Gestaode Titulos R. Mouzinho da Silveira, 36 r/c 1200 Lisbon PORTUGAL SHANGHAI The Hongkong and Shanghai Citibank (CHINA) Banking Corporation Limited New York Shanghai Branch Corporate Banking Centre Unit 504, 5/F Shanghai Centre 1376 Nanjing Xi Lu Shanghai THE PEOPLE'S REPUBLIC OF CHINA SHENZHEN The Hongkong and Shanghai The Chase Manhattan Bank, N.A. (CHINA) Banking Corporation Limited Hong Kong 1st Floor Central Plaza Hotel No.1 Chun Feng Lu Shenzhen THE PEOPLE'S REPUBLIC OF CHINA SINGAPORE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Shell Tower Singapore 50 Raffles Place Singapore 0104 SINGAPORE SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Ceskoslovenska Obchodni Banka Michalska 18 Slovak Republic 815 63 Bratislava SLOVAK REPUBLIC SOUTH AFRICA Standard Bank of South Africa Standard Bank of South Africa Standard Bank Chambers South Africa 46 Marshall Street Johannesburg 2001 SOUTH AFRICA SOUTH KOREA The Hongkong & Shanghai The Hongkong & Shanghai Banking Corporation Limited Banking Corporation Limited 6/F Kyobo Building Seoul #1 Chongro, 1-ka Chongro-Ku, Seoul SOUTH KOREA SPAIN The Chase Manhattan Bank, N.A. Banco Bilbao Vizcaya, Calle Peonias 2 Madrid 7th Floor La Piovera 28042 Madrid SPAIN SRI LANKA The Hongkong & Shanghai The Hongkong & Shangai Banking Corporation Limited Banking Corporation Limited Unit #02-02 West Block, Colombo World Trade Center Colombo 1, SRI LANKA SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken Kungstradgardsgatan 8 Stockholm Stockholm S-106 40 SWEDEN SWITZERLAND Union Bank of Switzerland Union Bank of Switzerland 45 Bahnhofstrasse Zurich 8021 Zurich SWITZERLAND TAIWAN The Chase Manhattan Bank, N.A. No correspondent Bank 115 Min Sheng East Road - Sec 3, 9th Floor Taipei TAIWAN Republic of China THAILAND The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Bubhajit Building Bangkok 20 North Sathorn Road Silom, Bangrak Bangkok 10500 THAILAND TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de 70-72 Avenue Habib Bourguiba Tunisie, Tunisia P.O. Box 520 1080 Tunis Cedex Tunisia TURKEY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Emirhan Cad. No: 145 Istanbul Atakule, A Blok Kat:11 80700-Dikilitas/Besiktas Istanbul Turkey U.K. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. Woolgate House London Coleman Street London EC2P 2HD UNITED KINGDOM URUGUAY The First National Bank of Boston The First National Bank of Boston Zabala 1463 Montevideo Montevideo URUGUAY U.S.A. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A. 1 Chase Manhattan Plaza New York New York NY 10081 U.S.A. VENEZUELA Citibank N.A. Citibank N.A. Carmelitas a Altagracia Caracas Edificio Citibank Caracas 1010 VENEZUELA ZAMBIA Barclays Bank of Zambia Barclays Bank of Zambia Kafue House Lusaka Cairo Road P.O.Box 31936 Lusaka ZAMBIA ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe Ground Floor Harare Tanganyika House Corner of 3rd Street & Union Avenue Harare ZIMBABWE
EX-99.(D)(7)(1) 15 0015.txt AMENDMENT TO CUSTODIAN AGREEMENT AMENDMENT, dated November 20, 1997 to the May 1, 1996 custody agreement ("Agreement"), between those registered investment companies listed on Schedule A to the Agreement (each a "Customer"), having a place of business at 1818 Market Street, Philadelphia, PA 19103 and The Chase Manhattan Bank ("Bank"), having a place of business at 270 Park Ave., New York, N.Y. 10017-2070. It is hereby agreed as follows: Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. Section 2. The Agreement is amended by deleting the mutual fund rider thereto and inserting, in lieu thereof, the following mutual fund rider: 1. Add a new Section 15 to the Agreement as follows: 15. COMPLIANCE WITH SEC RULE 17F-5 ("RULE 17F-5"). (a) Customer's board of directors (or equivalent body) (hereinafter "Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it, of the obligation to perform as Customer's "Foreign Custody Manager" (as that term is defined in Rule 17f-5(a)(2)) adopted under the Investment Company Act of 1940 ("Act"), as amended ("1940 Act"), the following responsibilities in a manner consistent with Rule 17f-5, to: (i) select Eligible Foreign Custodians (as that term is defined in Rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been made exempt pursuant to an SEC exemptive order); (ii) enter into written contracts with such Eligible Foreign Custodians that are banks or trust companies and with Eligible Foreign Custodians that are "Securities Depositories" (as defined in Rule 17f-5(a)(6)) and that are not Compulsory Depositories (as defined below) where the Depository has such a contract; and (iii) to monitor the appropriateness of maintaining Assets of the series of the Customer with such Eligible Foreign Custodians; provided that, Bank shall not be responsible for these duties with respect to any compulsory Securities Depository ("Compulsory Depository"). A Compulsory Depository shall mean a Securities Depository or clearing agency the use of which is compulsory because: (1) its use is required by law or regulation or (2) maintaining securities outside the depository is not consistent with prevailing custodial practices in the country which the Depository serves. Compulsory Depositories used by Chase as of the date hereof are set forth in Appendix 1-A hereto. Appendix 1-A may be amended on notice to Customer from time to time. In that connection, Bank shall notify Customer promptly of pending changes to Appendix 1-A. (b) In connection with the foregoing, Bank shall: (i) provide written reports to Customer's Board upon the placement of Assets with a particular Eligible Foreign Custodian and of any Material Change (as defined below) in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer's Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer's foreign custody arrangements (and until further notice from Customer such reports shall be provided within 30 days after Bank becomes aware of any such Material Change. For purposes of the foregoing, a Material Change shall include, but shall not be limited to, Bank's decision to remove Customer's Assets from a particular Eligible Foreign Custodian, an event that has a material adverse affect on an Eligible Foreign Custodian's financial or operational strength, any non-compliance by an Eligible Foreign Custodian with a "Material Term" of Bank's subcustodian agreement with such Eligible Foreign Custodian (as defined below) or any failure by an Eligible Foreign Custodian to meet the requirements for its status as such under Rule 17f-5. A Material Term shall mean a term which provides that (a) the Customer will be adequately indemnified or its Assets adequately insured, or an adequate combination thereof, in the event of loss; (b) the Assets of the Series will not be subject to any right, charge, security interest, lien or claim of any kind in favor of an Eligible Foreign Custodian or such Eligible Foreign Custodian's creditors, except a claim of payment for their safe custody or administration, or in the case of cash deposits, liens or rights in favor of creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; (c) beneficial ownership for the Assets of the Series will be freely transferable without the payment of money or value other than for safe custody or administration of the Assets of the Series; (d) adequate records will be maintained identifying the Assets as belonging to the Customer or the Series or as being held by a third party for the benefit of the Customer or the Series; (e) the independent auditors for the Customer will be given access to those records or confirmation of the contents of those records; and (f) the Customer will receive periodic reports with respect to the safekeeping of the Series' Assets, including, but not necessarily limited to, notification of any transfer to or from the Customer's account or a third party account containing Assets held for the benefit of the Customer. In addition, in the event that a contract with an Eligible Foreign Custodian does not include any or all of the terms described in (a) through (f) of this paragraph 15(b)(i), a Material Term shall mean a term which, in the Bank's judgment, if not complied with, would cause the contract not to provide the same or greater level of care and protection for Customer's Assets than if the contract contained the provisions described in (a) through (f) of this paragraph 15(b)(i). (ii) exercise such reasonable care, prudence and diligence in performing as Customer's Foreign Custody Manager as a person having responsibility for the safekeeping of Assets would exercise; (iii) in selecting an Eligible Foreign Custodian, first have determined that Assets placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Assets, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv); (iv) determine that the written contract with the Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a Securities Depository or clearing agency, such contract, the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for Assets based on the standards applicable to custodians in the relevant market. (v) have established a system to monitor the continued appropriateness of maintaining Assets with particular Eligible Foreign Custodians based on the standards set forth herein and of the governing contractual arrangements based on the standards set forth in Rule 17f-5(c)(2), as it may be amended from time to time. Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract which either contains the terms described in Rule 17f-5(c)(2)(i) or which, in lieu of any or all of the terms described in Rule 17f-5(c)(2)(i), contains such other provisions which the Bank determines will provide in their entirety, the same or a greater level of care and protection for the Customer's Assets as the provisions of Rule 17f-5(c)(2)(i) in their entirety. The written contract shall be in such form as deemed appropriate by Bank. In addition, with respect to Eligible Foreign Custodians that are non-compulsory Securities Depositories, reliance may be had on such a contract, the rules or established practices and procedures of such Depository or any combination thereof. (c) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of Assets hereunder complies with the rules, regulations, interpretations and exemptive orders promulgated by or under the authority of the SEC which are applicable to Fund's business or which have been granted to Fund. Bank shall advise Customer of any exemptive orders which it obtains which may have an impact on Bank's relationship with Customer. (d) Bank represents to Customer that it is a U.S. Bank as defined in Rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed and maintained in Bank's custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer's Foreign Custody Manager. Nothing contained herein shall require Bank, on Customer's behalf, to make any selection regarding countries in which Customer invests or to engage in any monitoring of Customer's decision to invest in any particular country in which Bank selects , contracts and monitors Eligible Foreign Custodians, as Customer's Foreign Custody Manager pursuant to the Agreement. (e) Bank shall provide to Customer such information as is specified in Appendix 1-B hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures, but is not intended to influence Customer's investment decisions; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information except to the extent that Bank was negligent in selecting the sources of such information. 2. Add the following after the first sentence of Section 3 of the Agreement: At the request of Customer, Bank may, but need not, add to Schedule A an Eligible Foreign Custodian that is either a bank or a non-Compulsory Depository where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects not to add any such entity. 3. Add the following language to the end of Section 3 of the Agreement: The term Subcustodian as used herein shall mean the following: (a) a "U.S. Bank," which shall mean a U.S. bank as defined in Rule 17f-5(a)(7); and (b) with respect to Securities for which the primary market is outside the U.S. an "Eligible Foreign Custodian," shall mean (i) 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 that country's government or an agency thereof, (ii) a majority- owned direct or indirect subsidiary of a U.S. Bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States; (iii) a Securities Depository or clearing agency (other than a Compulsory Depository), incorporated or organized under the laws of a country other than the United States, that acts as a system for the central handling of securities or equivalent book-entries in that country and that is regulated by a foreign financial regulatory autho rity as defined under section 2(a)(50) of the 1940 Act, (iv) a Securities Depository or clearing agency organized under the laws of a country other than the United States that acts as a transnational system ("Transnational Depository") for the central handling of securities or equivalent book-entries, and (v) any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. The term Subcustodian as used in Section 12(a)(i) (except the last sentence thereof) shall not include any Eligible Foreign Custodians as to which Bank has not acted as Foreign Custody Manager, any Compulsory Depository and any Transnational Depository. 4. Add the following after the word "administration" at the end of Subsection 4(d)(i): "or, in the case of cash deposits, liens or rights in favor of creditors of Subcustodian arising under bankruptcy, insolvency, or similar laws". 5. Delete all of Subsection 4(e) after the word "located" in (ii) thereof and add the word "and" between "Subcustodian" and "(ii)". ********************* IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. Customer THE CHASE MANHATTAN BANK By: /s/ Michael P. Bishof By: /s/ Rosemary M. Stidmon Name: Michael P. Bishof Name: Rosemary M. Stidmon Title: Senior Vice President/ Title: Vice President Treasurer Date: Nov. 20, 1997 Date: Nov. 20, 1997 APPENDIX A Delaware Group Adviser Funds, Inc. U.S. Growth Fund Overseas Equity Fund New Pacific Fund Delaware Group Equity Funds I, Inc. Delaware Fund Devon Fund Delaware Group Equity Funds II, Inc. Blue Chip Fund Quantum Fund Delaware Group Equity Funds IV, Inc. DelCap Fund Capital Appreciation Fund Delaware Group Equity Funds V, Inc. Retirement Income Fund Small Cap Value Fund Delaware Pooled Trust, Inc. The International Equity Portfolio The International Fixed Income Portfolio The Global Equity Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Emerging Markets Portfolio Delaware Group Global & International Funds, Inc. Emerging Markets Series Global Assets Series Global Bond Series Global Equity Series International Equity Series International Small Cap Series Delaware Group Premium Fund, Inc. Convertible Securities Series Devon Series Emerging Markets Series Quantum Series Strategic Income Series Global Bond Series DelCap Series International Equity Series Delaware Series Value Series Voyageur Mutual Funds III, Inc. Tax-Efficient Equity Fund Dated: November 20, 1997 Appendix 1-A COMPULSORY DEPOSITORIES Argentina Caja de Valores Equity, Corporate & Government Debt Australia Austraclear Ltd. Corporate Debt, Money Market & Semi-Government Debt CHESS Equity (Clearing House Electronic Sub- register System) RITS Government Debt (Reserve Bank Information and Transfer System) Austria Oesterreichische Kontrolbank AG Equity, Corporate + Government Debt Belgium CIK Equity + Corporate (Caisse Interprofessionnelle de Debt Depots et de Virements de Titres) Banque Nationale de Belgique Treasury Bills + Government Debt Brazil BOVESPA Equity (Bolsa de Valores de Sao Paolo) BVRJ Equity (Bolsa de Valores de Rio de Janeiro) Canada CDS Equity, Corporate + (Canadian Depository for Government Debt Securities) China, SSCCRC Equity Shanghai (Shanghai Securities Central Clearing and Registration Corp.) China, SSCC Equity Shenzhen (Shenzhen Securities Registration Co., Ltd.) Czech SCP Equity + Long-Term Republic (Securities Center) Government Debt TKD Treasury Bills + (Trh Kratkododich Dlluhopisu or Money Market Short-Term Bond Market) Denmark VP Equity, Corporate + (Vaerdipapircentralen) Government Debt Egypt Misr Clearing & Sec. Dep. Equity Estonia EVK Equity (Estonian Central Depository for Securities Ltd.) Euromarket Cedel & Euroclear Euro-Debt Finland CSR Equity + Government (Central Share Registry Finland) Debt Helsinki Money Market Center Money Market Ltd. France SICOVAM Equity + Corporate (Banque de France) Debt. France SATURNE Government Debt. (Banque de France) Germany DKV Equity, Corporate + (Deutscher Kassenverein) Government Debt Greece Apothetirio Titlon A.E. Equity Bank of Greece Government Debt Hong Kong CCASS Equity (Central Clearing and Settlement System) CMU Corporate + (Central Moneymarkets Unit) Government Debt Hungary Keler Ltd. Equity + Government Debt Ireland CREST Equity GSO Government Debt (Gilt Settlement Office) Israel TASE Clearing House Equity, Corporate + (Tel Aviv Stock Exchange Government Debt Clearing House) Italy Monte Titoli Equity + Corporate Debt Bank of Italy Government Debt Japan Bank of Japan Registered Government Debt Latvia LCD Equity + Government (Latvian Central Depository) Debt Lebanon Midclear Equity (Custodian and Clearing Center of Lebanon and the Middle East) Luxembourg Cedel Equity Malaysia MCD Equity (Malaysian Central Depository Snd Bhd) Mauritius CDS Equity (Central Depository System) Mexico Indeval Equity, Corporate + (Institucion para el Deposito Government Debt. de Valores) Morocco Maroclear Equity + Corporate Debt Bank Al'Maghrib Government Debt Netherlands NECIGEF/KAS Associate NV Equity, Corp. + Govt. D De Nederlandsche Bank N.V. Money Market Netherlands NIEC Premium Bonds (Nederlands Interpforessioneel Effectencentrum B.V.) New Zealand Austraclear New Zealand Equity, Corporate + Government Debt Norway VPS Equity, Corporate + (Verdipapirsentralen) Government Debt Oman NONE Pakistan CDC Equity (Central Depository Company of Pakistan Ltd.) Peru CAVALI Equity (Caja de Valores) Philippines PCD Equity (Philippine Central Depository) Poland NDS Equity, Long-Term (National Securities Government Debt + Depository) Vouchers CRT Treasury-Bills (Central Registry of Treasury- Bills) Portugal Interbolsa Equity, Corporate + Government Debt Romania SNCDD - RASDAQ Equity (National Company for Clearing, Settlement and Depository for Securities) Budapest Stock Exchange Equity Registry National Bank of Romania Treasury-Bills Russia MICEX GKO's (Moscow Interbank Currency (Gosudarstvennye Exchange) Kratkosrochnye Obyazatelstva [T- Bills]) OFZ's (Obligatsyi Federalnogo Zaima [Federal Loan Bonds])s Singapore CDP Equity + Corporate (Central Depository Pte. Ltd.) Debt and Malaysian equities traded on CLOB Monetary Authority of Singapore Government Debt Slovak SCP Equity + Government Republic (Stredisko Cennych Papiru) Debt National Bank of Slovakia Treasury-Bills So. Africa CD Corporate + Government (Central Depository) Debt So. Korea KSD Equity, Corporate + Government Debt Spain SCLV Equity + Corporate (Servicio de Compensacion y Debt. Liquidacion de Valores) CBEO Government Debt (Central Book Entry Office) Sri Lanka CDS Equity (Central Depository System (Private) Ltd.) Sweden VPC Equity, Corporate + (Vardepapperscentralen AB) Government Debt Switzerland SEGA Equity, Corporate + (Schweizerische Effekten-Giro Government Debt AG) Taiwan TSCD Equity + Government (Taiwan Securities Central Debt Depository Co., Ltd.) Thailand TSDC Equity, Corporate + (Thailand Securities Depository Government Debt Company Ltd.) Tunisia STICODEVAM Equity (Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres) Ministry of Finance Government Debt tradable on the stock exchange (BTNBs) Central Bank of Tunisia Government Debt not tradable on the stock exchange (BTCs) Turkey Takas Bank Equity + Corporate Debt Central Bank of Turkey Government Debt United CREST Equity + Corp. Debt Kingdom CMO Sterling CDs & CP (Central Moneymarket Office) CGO Gilts (Central Gilts Office) United DTC Equity + Corporate States (Depository Trust Company) Debt PTC Mortgage Back Debt (Participants Trust Company) Fed Book-Entry Government Debt. Zambia LuSE Equity + Government (LuSE Central Shares Depository Debt Ltd.) Appendix 1-B Information Regarding Country Risk 1. To aid Customer's board in its determinations regarding Country Risk, Bank shall furnish board annually and upon the initial placing of Assets into a country the following information (check items applicable): A. Opinions of local counsel concerning: ___ i. Whether applicable foreign law would restrict the access afforded Customer's independent public accountants to books and records kept by an eligible foreign custodian located in that country. ___ ii. Whether applicable foreign law would restrict the Customer's ability to recover its assets in the event of the bankruptcy of an Eligible Foreign Custodian located in that country. ___ iii. Whether applicable foreign law would restrict the Customer's ability to recover assets that are lost while under the control of an Eligible Foreign Custodian located in the country. B. Written information concerning: ___ i. The likelihood of expropriation, nationalization, freezes, or confiscation of Customer's assets. ___ ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars are reasonably foreseeable.] C. A market report with respect to the following topics: (i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) compulsory depositories (including depository evaluation). 2. To aid Customer's board in monitoring Country Risk, Bank shall furnish board the following additional information: Market flashes, including with respect to changes in the information in market reports. EX-99.(D)(7)(2) 16 0016.txt LETTER TO ADD DGF TO CUSTODIAN AGREEMENT As of August 24, 1998 VIA UPS OVERNIGHT The Chase Manhattan Bank 4 Chase MetroTech Center Brooklyn, New York 11245 Attention: Global Custody Division Re: Global Custody Agreement, Effective May 1, 1996 between The Chase Manhattan Bank and those registered investment companies (and on behalf of certain series thereof), listed on Schedule A attached thereto ("Agreement") ----------------------------------------------------------------------- Ladies and Gentlemen: Pursuant to the provisions of Section 1 of the Agreement, the undersigned (each, a "Fund"), hereby severally appoints The Chase Manhattan Bank to provide custodial services to such Fund under and in accordance with the terms of the Agreement and accordingly, requests that such Fund be added to Schedule A to the Agreement effective August 24, 1998. Kindly acknowledge your agreement to provide such services and to add these Funds to Schedule A by signing in the space provided below. DELAWARE GROUP CASH RESERVE, INC. By: /s/ David K. Downes ----------------------------------------- David K. Downes Its: Executive Vice President Chief Operating Officer Chief Financial Officer DELAWARE GROUP TAX-FREE MONEY FUND, INC. By: /s/ David Downes ----------------------------------------- David K. Downes Its: Executive Vice President Chief Operating Officer Chief Financial Officer DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. By: /s/ David Downes ----------------------------------------- David K. Downes Its: Executive Vice President Chief Operating Officer Chief Financial Officer AGREED: THE CHASE MANHATTAN BANK By: /s/Rosemary M. Stidmon ----------------------------- Vice President Its: ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----