-----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, IHdALc69JxkrxjtGGEBFpKkol2UxOpWv3tOJM+fNbUpAhhvQRxpHB3q0TYpxpfQI DSIJJulU4dZAy9M/3AOWkw== 0000950116-05-002081.txt : 20050611 0000950116-05-002081.hdr.sgml : 20050611 20050603161319 ACCESSION NUMBER: 0000950116-05-002081 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20050603 DATE AS OF CHANGE: 20050603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE INVESTMENTS GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-59011 FILM NUMBER: 05877881 BUSINESS ADDRESS: STREET 1: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 2005 MARKET STREET STREET 2: . CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC DATE OF NAME CHANGE: 19931229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE INVESTMENTS GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 2005 MARKET STREET STREET 2: . CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC DATE OF NAME CHANGE: 19931229 SC TO-I 1 scto-i.txt SC TO-I AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2005 -------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE TO ISSUER TENDER OFFER STATEMENT UNDER SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Subject Company) DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Filing Person (Issuer)) SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 245916101 (CUSIP Number of Class of Securities) Richelle S. Maestro, Esq., Secretary Delaware Investments Global Dividend and Income Fund, Inc. 2005 Market Street Philadelphia, Pennsylvania 19103 215-255-1371 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) ---------------------- CALCULATION OF FILING FEE -------------------------------------------------------------------- TRANSACTION VALUATION $7,978,778 (a) AMOUNT OF FILING FEE: $1,596 (b) -------------------------------------------------------------------- (a) Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value was calculated by multiplying 598,558 shares of Common Stock of Delaware Investments Global Dividend and Income Fund, Inc. by $13.33, the Net Asset Value per share as of 4:00 p.m. May 27, 2005. (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.: ___________________________________________________ 1 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 3, 2005, and the Letter of Transmittal, among other documents, have been filed by Delaware Investments Global Dividend and Income Fund, Inc., as Exhibits to this Schedule TO, Tender Offer Statement (the "Schedule"), pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless otherwise indicated, all material incorporated herein by reference in response to items or sub-items of this Schedule is incorporated by reference from the corresponding caption in the Offer to Purchase, including the information provided under those captions. ITEM 1. SUMMARY TERM SHEET. Reference is hereby made to the Summary Term Sheet of the Offer to Purchase, which is attached as Exhibit (a)(1)(i) and is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) The name of the issuer is Delaware Investments 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 2005 Market Street, Philadelphia, Pennsylvania 19103. The telephone number is 1-800-523-1918. (b) The title of the subject class of equity securities described in the offer is shares of Common Stock, par value $0.01 per share (the "Shares"). As of May 27, 2005 there were 5,985,582 Shares issued and outstanding. (c) The principal market in which the Shares are traded is the New York Stock Exchange. For information on the quarterly 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 fiscal quarter during the past two fiscal years (as well as the first fiscal quarter of 2005), see Section 8, "Price Range of Shares" of the Offer to Purchase, which is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a) The name of the filing person is Delaware Investments 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 2005 Market Street, Philadelphia, Pennsylvania 19103. The telephone number is 1-800-523-1918. The filing person is the subject company. The members of the Board of Directors of the Fund are as follows: Jude T. Driscoll (Chairman), Thomas L. Bennett, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard Zechler. Mr. Driscoll is considered an "interested person" of the Fund, as that term is defined in the 1940 Act, because of his affiliation with the investment adviser of the Fund. The executive officers of the Fund are as follows: Jude T. Driscoll, President and Chief Executive Officer; Richelle S. Maestro, Executive Vice President, Chief Legal Officer and Secretary; Michael P. Bishof, Senior Vice President and Chief Financial Officer; and John J. O'Connor, Senior Vice President and Treasurer. 3 Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Delaware Investments Global Dividend and Income Fund, Inc., 2005 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 598,558 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 July 1, 2005, or such later date after which the offer is extended, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"). A copy of the Offer to Purchase and the Letter of Transmittal is attached hereto as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, each of which is incorporated herein by reference. For more information on the type and amount of consideration offered to shareholders, the scheduled expiration date, extending the Offer and the Fund's intentions in the event of oversubscription, see Section 1, "Price; Number of Shares; Service Fee" and Section 15, "Extension of Tender Period; Termination; Amendments" of the Offer to Purchase. For information on the dates relating to the withdrawal of tendered Shares, the procedures for tendering Shares and withdrawing Shares tendered, and the manner in which Shares will be accepted for payment, see Section 2, "Procedures for Tendering Shares," Section 3, "Withdrawal Rights" and Section 4, "Payment for Shares" in the Offer to Purchase. For information on the federal income tax consequences of the Offer, see Section 2, "Procedures for Tendering Shares," Section 10, "Certain Effects of the Offer" and Section 14, "Certain Federal Income Tax Consequences" in the Offer to Purchase. The information requested by Item 1004(a)(1)(ix) of Regulation M-A with respect to accepting securities on a pro rata basis is not applicable, as is the information requested in (x) and (xi). (b) The Fund has been informed that no Directors, officers or affiliates (as the term "affiliate" is defined in Rule 12b-2 under the Exchange Act) of the Fund intend to tender Shares pursuant to the Offer to Purchase and, therefore, the Fund does not intend to purchase Shares from any officer, Director or affiliate of the Fund pursuant to the Offer to Purchase. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (e) Reference is hereby made to Section 7, "Plans or Proposals of the Fund," Section 9, "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" and Section 16, "Fees and Expenses" of the Offer to Purchase, which is incorporated herein by reference. Except as set forth therein, the Fund does not know of any agreement, arrangement or understanding, whether or not legally enforceable, between the Fund (including any of the Fund's executive officers or Directors, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund) and any other person with respect to any securities of the Fund. The foregoing includes, but is not limited to: the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations. ITEM 6. 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, 4 which is incorporated herein by reference. Except as noted herein and therein, the events listed in Item 1006(c) of Regulation M-A are not applicable to the Fund (including any of the Fund's executive officers or Directors, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund). ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) Reference is hereby made to Section 11, "Source and Amount of Funds" of the Offer to Purchase, which is incorporated herein by reference. (d) Not applicable. The information requested by Item 1007(a), (b) and (d) of Regulation M-A is not applicable to the Fund's executive officers and directors, any person controlling the Fund or any executive officer or director of a corporation or other person ultimately in control of the Fund. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) Reference is hereby made to Section 9, "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase, which is incorporated herein by reference. There have not been any transactions in the Shares of the Fund that were effected during the past 60 days by the Fund. In addition, based upon the Fund's records and upon information provided to the Fund by its Directors, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), to the best of the Fund's knowledge, there have not been any transactions involving the Shares of the Fund that were effected during the past 60 days by any executive officer or Director of the Fund, any person controlling the Fund, any executive officer or director of any corporation or other person ultimately in control of the Fund or by any associate or subsidiary of any of the foregoing, including any executive officer or director of any such subsidiary. ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. (a) No persons have been employed, retained or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer. ITEM 10. FINANCIAL STATEMENTS. Not applicable. ITEM 11. ADDITIONAL INFORMATION. (a)(1) Reference is hereby made to Section 9, "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase, which is incorporated herein by reference. (a)(2)-(5) Not applicable. (b) Reference is hereby made to the Offer to Purchase, which is incorporated herein by reference. 5 ITEM 12. EXHIBITS. (a)(1)(i) Letter to Shareholders from the President of the Fund and Offer to Purchase. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv) Letter to Clients and Client Instruction Form. (a)(1)(v) Notice of Guaranteed Delivery. (a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5) Press Release dated May 20, 2005.* (b) Not applicable. (d)(1) Form of Depositary and Information Agent Agreement between the Fund and Mellon Investor Services LLC. (d)(2) Investment Management Agreement with Delaware Management Company dated January 1, 1999. (d)(3) Transfer Agent Agreement with Mellon Investor Services LLC dated December 8, 2000. (d)(4) Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998.** (d)(4)(i) Amendment dated May 19, 2005 to the Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998. (d)(5) Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996.*** (d)(5)(i) Amendment dated November 20, 1997 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996.*** (d)(5)(ii) Amendment dated August 24, 1998 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996.*** (d)(5)(iii) Amendment dated July 1, 2001 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996. (d)(5)(iv) Amendment dated July 17, 2003 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996. (g) Not applicable. (h) Not applicable. ______________________ * Previously filed on Schedule TO via EDGAR on May 20, 2005. ** Incorporated by reference to Exhibit (d)(6) of the Fund's (file number 811-8246) Issuer Tender Offer Statement on Schedule TO, filed with the SEC on June 1, 2000. *** Incorporated by reference to Exhibit (d)(7) of the Fund's (file number 811-8246) Issuer Tender Offer Statement on Schedule TO, filed with the SEC on June 1, 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 INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. /s/ Jude T. Driscoll -------------------------------------- Jude T. Driscoll Chairman, Director, President and Chief Executive Officer June 3, 2005 6 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- (a)(1)(i) Letter to Shareholders from the President of the Fund and Offer to Purchase. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv) Letter to Clients and Client Instruction Form. (a)(1)(v) Notice of Guaranteed Delivery. (a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5) Press Release dated May 20, 2005.* (b) Not applicable. (d)(1) Form of Depositary and Information Agent Agreement between the Fund and Mellon Investor Services LLC. (d)(2) Investment Management Agreement with Delaware Management Company dated January 1, 1999. (d)(3) Transfer Agent Agreement with Mellon Investor Services LLC dated December 8, 2000. (d)(4) Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998.** (d)(4)(i) Amendment dated May 19, 2005 to the Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998. (d)(5) Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996.*** (d)(5)(i) Amendment dated November 20, 1997 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996.*** (d)(5)(ii) Amendment dated August 24, 1998 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996.*** (d)(5)(iii) Amendment dated July 1, 2001 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996. (d)(5)(iv) Amendment dated July 17, 2003 to the Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996. (g) Not applicable. (h) Not applicable. ______________________ * Previously filed on Schedule TO via EDGAR on May 20, 2005. ** Incorporated by reference to Exhibit (d)(6) of the Fund's (file number 811-8246) Issuer Tender Offer Statement on Schedule TO, filed with the SEC on June 1, 2000. *** Incorporated by reference to Exhibit (d)(7) of the Fund's (file number 811-8246) Issuer Tender Offer Statement on Schedule TO, filed with the SEC on June 1, 2000. 7 EX-99 2 ex99a1i.txt EXHIBIT 99(A)(1)(I) EXHIBIT (a)(1)(i) DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. 2005 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19103 Dear Shareholder: On May 19, 2005, the Board of Directors of the Delaware Investments Global Dividend and Income Fund, Inc. (the "Fund"), approved a tender offer for shares of the Fund's Common Stock. The Fund is commencing an offer to purchase up to 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 per share ("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 shareholders of the Fund the opportunity to redeem shares based on their NAV should they wish to do so. In order to participate, the materials described in the Offer must be delivered to Mellon Investor Services LLC by 11:59 p.m., New York City time, June 30, 2005, or such later date to which the Offer is extended (the "Expiration Date"). The pricing time and date for the Offer is currently scheduled to be 4:00 p.m. New York City time, July 1, 2005. Should the Offer be extended beyond June 30, 2005, 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. New York City time 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 Friday, May 27, 2005, the Fund's NAV was $13.33 per share and 5,985,582 shares were issued and outstanding. The Fund's NAV during the pendency of this Offer may be obtained by contacting Mellon Investor Services LLC, the Fund's Depositary and Information Agent, toll free at 1-866-340-1397. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. THE FUND AND BOARD URGE EACH SHAREHOLDER TO READ AND EVALUATE THE OFFER AND RELATED MATERIALS CAREFULLY AND MAKE HIS OR HER OWN DECISION. QUESTIONS, REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE OFFER SHOULD BE DIRECTED TO MELLON INVESTOR SERVICES LLC, AT 1-866-340-1397. Sincerely, /s/ Jude T. Driscoll ----------------------------------------------- Jude T. Driscoll Chairman, Director, Chief Executive Officer and President June 3, 2005 This Page Intentionally Left Blank OFFER TO PURCHASE DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. OFFER TO PURCHASE FOR CASH 598,558 OUTSTANDING SHARES OF COMMON STOCK SUMMARY TERM SHEET THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION IN THIS OFFER TO PURCHASE. TO UNDERSTAND THE OFFER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE TERMS OF THE OFFER, YOU SHOULD READ CAREFULLY THIS ENTIRE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL. WE HAVE INCLUDED SECTION REFERENCES PARENTHETICALLY TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION IN THE OFFER TO PURCHASE OF THE TOPICS IN THIS SUMMARY. WHAT AND HOW MANY SECURITIES IS DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. (THE "FUND") OFFERING TO PURCHASE? (SEE SECTION 1, "PRICE; NUMBER OF SHARES; SERVICE FEE") The Fund is offering to purchase up to 10%, or 598,558 shares (the "Offer Amount"), of its shares of Common Stock ("Share" or "Shares"). If the number of Shares properly tendered and not withdrawn prior to the date and time the offer expires is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the offer, purchase all Shares tendered. If more Shares than the Offer Amount are properly tendered and not withdrawn prior to the date the offer expires, the Fund will purchase the Offer Amount on a pro rata basis. Shareholders cannot be assured that all of their tendered Shares will be repurchased. HOW MUCH AND IN WHAT FORM WILL THE FUND PAY ME FOR MY SHARES? (SEE SECTION 1, "PRICE; NUMBER OF SHARES; SERVICE FEE" AND SECTION 4, "PAYMENT FOR SHARES") The Fund will pay cash for any Shares purchased pursuant to the offer. The purchase price will equal the net asset value ("NAV") per share, as of 4:00 p.m., New York City time, on July 1, 2005, unless the offer is extended. As of May 27, 2005, the Fund's NAV was $13.33 per Share. Of course, the NAV can change every business day. WHEN DOES THE OFFER EXPIRE? CAN THE FUND EXTEND THE OFFER, AND IF SO, WHEN WILL THE FUND ANNOUNCE THE EXTENSION? (SEE SECTION 1, "PRICE; NUMBER OF SHARES; SERVICE FEE" AND SECTION 15, "EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS") o The offer expires on Thursday, June 30, 2005, at 11:59 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. Eastern time on the next business day following the previously scheduled expiration date. WILL I HAVE TO PAY ANY FEES OR COMMISSIONS? (SEE SECTION 1, "PRICE; NUMBER OF SHARES; SERVICE FEE," SECTION 4, "PAYMENT FOR SHARES" AND SECTION 16, "FEES AND EXPENSES") Yes, a service fee of $25.00 must be paid to the Fund for each account for which any shares are tendered to help defray certain costs, including the processing of tender forms, effecting payment, postage and handling. In the case where none of the Shares you tender are accepted, the Fund will return the Service Fee. DOES THE FUND HAVE THE FINANCIAL RESOURCES TO PAY ME FOR MY SHARES? (SEE SECTION 11, "SOURCE AND AMOUNT OF FUNDS") Yes. Assuming the Fund purchases 598,558 Shares at the May 27, 2005 NAV of $13.33 per Share, the Fund's total cost, not including fees and expenses incurred in connection with the offer, will be approximately $7.98 million. The Fund intends to first use cash on hand to pay the purchase price for Shares tendered, and then intends to sell portfolio securities to raise the additional cash needed for the purchase of the Shares. The Fund will not borrow money to finance the purchase of Shares in the offer. (i) HOW DO I TENDER MY SHARES? (SEE SECTION 2, "PROCEDURES FOR TENDERING SHARES") If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that firm if you wish to tender your Shares. All other shareholders wishing to participate in the offer must, prior to the date and time the offer expires, EITHER: 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 OR MONEY ORDER MADE PAYABLE TO DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. to Mellon Investor Services LLC (the "Depositary") at its address set forth on page (v) of this offer. If you hold certificates for Shares, you must send the certificates to the Depositary at its address set forth on page (v) of this offer. If your Shares are held in book-entry form, you must comply with the Book-Entry Delivery Procedure set forth in Section 2.C of this offer. In all these cases, the Depositary must receive these materials prior to the date and time the offer expires. OR 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. When a shareholder tenders share certificates, the Depositary will accept any of the shareholder's uncertificated Shares for tender first, and accept the balance of tendered Shares from the shareholder's certificated Shares. UNTIL WHAT TIME CAN I WITHDRAW TENDERED SHARES? (SEE SECTION 3, "WITHDRAWAL RIGHTS") You may withdraw your tendered Shares at any time before11:59 p.m. New York City time on the date the offer period expires. In addition, after 11:59 p.m. New York City time on July 28, 2005, if the Fund has not yet accepted tendered shares for payment, you may withdraw your tendered shares. HOW DO I WITHDRAW TENDERED SHARES? (SEE SECTION 3, "WITHDRAWAL RIGHTS") If you desire to withdraw tendered Shares, you should either: 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? (SEE SECTION 2, "PROCEDURES FOR TENDERING SHARES," SECTION 10, "CERTAIN EFFECTS OF THE OFFER" AND SECTION 14, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES") If your tendered Shares are purchased, it will be a taxable transaction either in the form of a "sale or exchange" or, under certain circumstances, as a "dividend." Please consult your tax advisor as to the tax consequences of tendering your Shares in this offer. WHAT IS THE PURPOSE OF THE OFFER? (SEE SECTION 6, "PURPOSE OF THE OFFER") The purpose of the offer is to fulfill a commitment made in the Fund's prospectus, dated February 25, 1994, by the Board of Directors of the Fund to conduct a tender offer for Shares of the Fund when, among other things, the Shares trade at an average discount from NAV of more than 3% for a certain period of time during any given year. The offer is intended to attempt to reduce any market discount in the Fund's Shares. There can be no assurance that the offer will result in the Fund's Shares trading at a price that approximates or is equal to their NAV. The Fund's Board of Directors intends to review whether this tender offer effectively reduces the Fund's market discount and the Board may decide to make similar offers as described in the Fund's prospectus. In addition, if a discount to the Fund's NAV persists, the Board may consider alternative methods of reducing the discount. Therefore, the Fund cannot assure you that the Fund will make a similar tender offer in the future. (ii) 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. WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER? (SEE SECTION 5, "CERTAIN CONDITIONS OF THE OFFER") It is the Board of Directors' policy that the Fund cannot accept Shares tendered for payment under any one of the following circumstances that, in the view of the Board of Directors, make it inadvisable to proceed with the offer, purchase or payment. The following is not a complete list of the conditions 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. 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 U.S. Securities and Exchange Commission or Internal Revenue Service 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? (SEE SECTION 10, "CERTAIN EFFECTS OF THE OFFER" AND SECTION 16, "FEES AND EXPENSES") If you do not tender your Shares (or if you own Shares following completion of the offer) you will be subject to any increased risks associated with the reduction in the Fund's total assets due to the payment for the tendered Shares. These risks may include greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of the Fund as a result of the offer may result in less investment flexibility for the Fund, depending on the number of Shares repurchased, and may have an adverse effect on the Fund's investment performance. WHOM DO I CONTACT IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? For additional information or assistance, you may contact the Depositary toll-free at 1-866-340-1397 between the hours of 9:00 a.m. and 6:00 p.m. Eastern time, Monday through Friday, except holidays. (iii) DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. OFFER TO PURCHASE FOR CASH 598,558 OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT NET ASSET VALUE PER SHARE --------------------------------------------------- THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME ON JUNE 30, 2005, UNLESS THE OFFER IS EXTENDED. --------------------------------------------------- To the holders of Common Stock of DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.: Delaware Investments 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 598,558 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 July 1, 2005, or if the offer is extended, on the next business day after the offer expires. The offer period and withdrawal rights will expire at 11:59 p.m. New York City time on June 30, 2005 (the "Initial Expiration Date"), unless extended (the Initial Expiration Date or the latest date to which the Offer is extended, the "Expiration Date"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"). The Shares are currently traded on the New York Stock Exchange ("NYSE") under the ticker symbol "DGF." The NAV on May 27, 2005 was $13.33 per Common Share. Through the Expiration Date, you can obtain current NAV quotations from Mellon Investor Services LLC ("Depositary") by calling 1-866-340-1397 between the hours of 9:00 a.m. and 6:00 p.m. Eastern time, Monday through Friday, except holidays. Also, see Section 8, "Price Range of Shares." The Offer is not conditioned upon the tender of any minimum number of Shares. If the number of Shares properly tendered and not withdrawn prior to the Expiration Date is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Shares tendered. If more Shares than the Offer Amount are properly tendered and not withdrawn prior to the Expiration Date, the Fund will, upon the terms and subject to the conditions of the Offer, purchase the Offer Amount on a pro rata basis. See Section 1, "Price; Number of Shares; Service Fee." A $25.00 service fee ("Service Fee") will be charged to each account tendering Shares in order to help defray certain costs of the tender, including the processing of tender forms, effecting payment, postage and handling. When tendering Shares on behalf of their clients, brokers, dealers, commercial banks, trust companies or other nominees will be required to pay the Service Fee for Shares tendered by such firm on behalf of each of their client accounts. The Service Fee will not be deducted from the purchase price. The fee will be used as an offset to the foregoing costs. If, after carefully evaluating all of the information set forth in the Offer, you wish to tender Shares pursuant to the Offer, please either follow the instructions contained in the Offer and Letter of Transmittal or, if your Shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such firm to effect the tender for you. If you do not wish to tender your Shares, you need not take any action. (iv) THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS OF THE FUND AND IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 5, "CERTAIN CONDITIONS OF THE OFFER." IMPORTANT NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. Questions and requests for assistance and requests for additional copies of this Offer to Purchase and the Letter of Transmittal should be directed to the Depositary at the telephone number set forth below. Mellon Investor Services LLC Telephone Number: 1-866-340-1397 Facsimile Number: 1-201-296-4293
By Mail: By Overnight Courier: By Hand: - -------- --------------------- -------- Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept. P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor South Hackensack, NJ 07606 Mail Drop - Reorg New York, NY 10271 Ridgefield Park, NJ 07660
June 3, 2005 (v)
TABLE OF CONTENTS SECTION PAGE Summary Term Sheet....................................................... (i) 1. Price; Number of Shares; Service Fee..................................... 1 2. Procedures for Tendering Shares.......................................... 2 3. Withdrawal Rights........................................................ 5 4. Payment for Shares....................................................... 5 5. Certain Conditions of the Offer.......................................... 6 6. Purpose of the Offer..................................................... 7 7. Plans or Proposals of the Fund........................................... 7 8. Price Range of Shares.................................................... 7 9. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.................... 8 10. Certain Effects of the Offer............................................. 9 11. Source and Amount of Funds............................................... 10 12. Certain Information about the Fund....................................... 10 13. Additional Information................................................... 11 14. Certain Federal Income Tax Consequences.................................. 11 15. Extension of Tender Period; Termination; Amendments...................... 13 16. Fees and Expenses........................................................ 14 17. Miscellaneous............................................................ 14
1. PRICE; NUMBER OF SHARES; SERVICE FEE. The Fund will, upon the terms and subject to the conditions of the Offer, accept for payment (and thereby purchase) up to the Offer Amount or such lesser number of its issued and outstanding Shares which are properly tendered (and not withdrawn in accordance with Section 3, "Withdrawal Rights") prior to the Initial Expiration Date. The Fund reserves the right to extend the Offer to a later Expiration Date. See Section 15, "Extension of Tender Period; Termination; Amendments." The later of the Initial Expiration Date or the latest time and date to which the Offer is extended is hereinafter called the "Expiration Date." The purchase price of the Shares will be their NAV computed as of 4:00 p.m. New York City time on July 1, 2005, or if the Offer period is extended, the next business day following the newly designated Expiration Date. The NAV on May 27, 2005 was $13.33 per Share. You can obtain current NAV quotations from the Depositary by calling 1-866-340-1397 during normal business hours. Shareholders tendering Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid on Shares tendered pursuant to the Offer. See Section 8, "Price Range of Shares." The Fund will not pay interest on the purchase price under any circumstances. The Offer is being made to all shareholders of the Fund and is not conditioned upon any minimum number of Shares being tendered. If the number of Shares properly tendered and not withdrawn prior to the Expiration Date is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Shares so tendered. If more Shares than the Offer Amount are properly tendered and not withdrawn prior to the Expiration Date, the Fund will purchase the Offer Amount on a pro rata basis. Shareholders will pay to the Fund a $25.00 Service Fee for each account for which any Shares are being tendered pursuant to the Offer to help defray certain costs of the tender, including the processing of tender forms, effecting payment, postage and handling. Brokers, dealers, commercial banks, trust companies or other nominees ("Nominee Holder" or "Nominee Holders") will be required to pay the Service Fee in an amount equal to $25.00 multiplied by the number of such Nominee Holder's client accounts tendering shares pursuant to the Offer. Shareholders tendering through a Nominee Holder should consider that Nominee Holders may charge the Service Fee to the account of tendering shareholders, at such Nominee Holder's discretion. The Fund expects that the cost to the Fund of effecting this tender offer will exceed the aggregate of all Service Fees received from those who tender their Shares. Such excess costs associated with the tender will be charged against the capital of the Fund. The Service Fee will not be deducted from the proceeds of the purchase. Each shareholder (who does not tender Shares through a Nominee Holder) must pay the amount of the Service Fee by submitting with the Letter of Transmittal a check or money order made payable to Delaware Investments Global Dividend and Income Fund, Inc. for $25.00 for each Fund account. Each Nominee Holder must pay the amount of the Service Fee by submitting with the Letter of Transmittal a check or money order made payable to Delaware Investments Global Dividend and Income Fund, Inc. in an amount equal to $25.00 multiplied by the number of client accounts represented by such Nominee Holder's Letter of Transmittal. The Service Fee will be returned to a shareholder or Nominee Holder only in circumstances where none of the Shares tendered are accepted. Tendering shareholders will not be obligated to pay transfer taxes on the purchase of Shares by the Fund, except in the circumstances set forth in Section 4, "Payment for Shares." On May 27, 2005, there were approximately 5,985,582 Shares issued and outstanding and there were approximately 187 holders of record of Shares. The Fund has been advised that no Directors, officers or affiliates (as such term is used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of the Fund intend to tender any Shares pursuant to the Offer. The Fund reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. See Section 15, "Extension of Tender Period; Termination; Amendments." There can be no assurance, however, that the Fund will exercise its right to extend the Offer. If the Fund decides, in its sole discretion, to decrease the number of Shares being sought and, at the time that notice of such decrease is first published, sent or given to holders of Shares in the manner specified below, the Offer is scheduled to expire at any time earlier than the tenth business day from the date that such notice is first so published, sent or given, the Offer will be extended at least until the end of such ten business day period. During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering shareholder to withdraw his or her Shares. 1 2. PROCEDURES FOR TENDERING SHARES. A. PROPER TENDER OF SHARES. Shareholders having Shares that are registered in the name of a Nominee Holder, such as a broker, dealer, commercial bank, trust company or other nominee, should contact such firm if they desire to tender their Shares. For Shares to be properly tendered pursuant to the Offer, the following must occur prior to 11:59 p.m. New York City time on the Expiration Date: (a) A properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, (or an Agent's Message in the case of a book-entry transfer, all as described in Section 2.C.), payment of the Service Fee and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at its address set forth on page (v) of this Offer; AND (b) EITHER the certificates for Shares must be transmitted to and received by the Depositary at its address set forth on page (v) of this Offer, or the tendering shareholder must comply with the Book-Entry Delivery Procedure set forth in Section 2.C; OR (c) Shareholders must comply with the Guaranteed Delivery Procedure set forth in Section 2.D. If the Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act. Letters of Transmittal and certificates representing Shares should be sent to the Depositary; they should not be sent or delivered to the Fund. The Fund's transfer agent holds Shares in uncertificated form for certain shareholders pursuant to the Fund's dividend reinvestment plan. When a shareholder tenders uncertificated Shares, the Depositary will accept any of the shareholder's uncertificated Shares for tender first, and accept the balance of tendered Shares from the shareholder's certificated Shares. Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, to tender Shares in a partial tender offer for such person's own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a net long position equal to or greater than the amount tendered in (i) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the person making the Offer within the period specified in the Offer, or (ii) an equivalent security and, upon acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder's representation that (i) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act and (ii) the tender of such Shares complies with Rule 14e-4. By submitting the Letter of Transmittal, subject to, and effective upon, acceptance for payment of the Shares tendered in accordance with the terms and subject to the conditions of the Offer, in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer, the tendering shareholder shall be deemed to sell, assign and transfer to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date) and irrevocably constitute and appoint the Fund and its designees 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 2 or rights) or transfer ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the agent of the tendering shareholder, of the purchase price, (b) present such Shares (and any such other dividends, distributions, other Shares or securities or rights) for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering shareholder with respect to such Shares (and any such dividends, distributions, other Shares, securities or rights) will, without further action, be revoked and no subsequent powers of attorney may be given by the tendering shareholder (and, if given, will not be effective). By submitting the Letter of Transmittal, and in accordance with the terms and conditions of the Offer, the tendering shareholder also represents and warrants that: (a) the tendering shareholder has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title 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 tendering shareholder will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all dividends, distributions, other Shares or securities or rights declared or issuable in respect of such Shares after the Expiration Date); and (d) the tendering shareholder has read and agreed to all of the terms of the Offer, including this Offer to Purchase and the Letter of Transmittal. B. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. Signatures on the Letter of Transmittal are required to be guaranteed if stock certificates for Fund Shares and/or a check for cash is to be issued in a name other than the registered owner of such Shares. In those instances, all signatures on the Letter of Transmittal must be guaranteed by an eligible guarantor acceptable to the Depositary (an "Eligible Guarantor"). An Eligible Guarantor includes a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the securities transfer medallion program, or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act. Shareholders should contact the Depositary for a determination as to whether a particular institution is such an Eligible Guarantor. If Shares are tendered for the account of an institution that qualifies as an Eligible Guarantor, signatures on the Letter of Transmittal are not required to be guaranteed. If the Letter of Transmittal is signed by a person or persons authorized to sign on behalf of the registered owner(s), then the Letter of Transmittal must be accompanied by documents evidencing such authority to sign to the satisfaction of the Fund. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE PARTY TENDERING SHARES. IF DOCUMENTS ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. C. BOOK-ENTRY DELIVERY PROCEDURE. The Depositary will establish accounts with respect to the Shares at the Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer by June 9, 2005. 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 (v) of this Offer to Purchase before 5:00 p.m. New York City time on the Expiration Date: (i) The Letter of Transmittal (or manually signed facsimile thereof), with signature guarantee, if required, or, in lieu of the Letter of Transmittal, an Agent's Message (as defined below) in connection with a book-entry transfer; and 3 (ii) Payment of the Service Fee and all other documents required by the Letter of Transmittal. The term "Agent's Message" means a message from the Book-Entry Transfer Facility transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer (a "Book-Entry Confirmation"), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the Book-Entry Transfer Facility participant tendering the Shares that are the subject of the Book-Entry Confirmation that: (i) the Book-Entry Transfer Facility participant has received and agrees to be bound by the terms of the Letter of Transmittal; and (ii) the Fund may enforce such agreement against the Book-Entry Transfer Facility participant. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY FOR PURPOSES OF THIS OFFER. D. GUARANTEED DELIVERY PROCEDURE. If your certificates for Shares are not immediately available or time will not permit the Letter of Transmittal and other required documents to reach the Depositary prior to the Expiration Date, you may properly tender Shares if the following three conditions are met: (i) You make such tenders by or through an Eligible Guarantor; 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 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), payment of the Service Fee and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange ("NYSE") trading days after the execution date of the Notice of Guaranteed Delivery. E. DETERMINATION OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, whose determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which may, in the opinion of the Fund's counsel, be unlawful. Failure to include payment of the Service Fee with the Letter of Transmittal, or failure of a personal check in payment of the Service Fee to clear, will be deemed to be an incomplete tender and will be rejected. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular shareholder, and the Fund's interpretations of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such times as the Fund shall determine. Tendered Shares will not be accepted for payment unless the defects or irregularities have been cured within such time or waived. Neither the Fund, the Depositary nor any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice. F. FEDERAL INCOME TAX WITHHOLDING. To prevent backup federal income tax withholding equal to 28% of the gross payments made pursuant to the Offer, each shareholder must notify the Depositary of such shareholder's correct taxpayer identification number (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing the Substitute Form W-9 included in the Letter of Transmittal. Foreign shareholders who are individuals and who have not previously submitted a Form W-8 to the Fund must do so in order to avoid backup withholding. For an additional discussion of backup federal income tax withholding as well as a discussion of certain other federal income tax consequences to tendering shareholders, see Section 14, "Certain Federal Income Tax Consequences." 4 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 11:59 p.m. New York City time on the Expiration Date. In addition, after 11:59 p.m. New York City time, on July 28, 2005, if the Fund has not yet accepted tendered Shares for payment, you may withdraw your tendered Shares. Upon terms and subject to the conditions of the Offer, the Fund expects to accept for payment properly tendered Shares promptly after the Expiration Date. To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address set forth on page (v) of this Offer. Any notice of withdrawal must specify the name of the person who deposited the Shares to be withdrawn, the number of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered. If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must also be furnished to the Depositary and the signature on the notice of withdrawal must be guaranteed by an Eligible Guarantor. If Shares have been delivered pursuant to the Book-Entry Delivery Procedure set forth in Section 2, "Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares (which must be the same name, number, and Book-Entry Transfer Facility from which the Shares were tendered), and must comply with the procedures of that Book-Entry Transfer Facility. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, whose determination shall be final and binding. 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, "Procedures for Tendering Shares," prior to 11:59 p.m. New York City time on the Expiration Date. 4. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed to have accepted for payment (and thereby purchased) Shares that are tendered and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will, promptly after the Expiration Date, accept for payment (and thereby purchase) Shares properly tendered prior to 11:59 p.m. New York City time on the Expiration Date. Payment for Shares accepted for payment pursuant to the Offer will be made by the Depositary out of funds made available to it by the Fund. The Depositary will act as agent for 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 or the clearance of payment of the Service Fee. If any tendered Shares are not accepted for payment pursuant to the terms and subject to the conditions of the Offer for any reason, or are not paid because of an invalid tender, or if certificates are submitted for more Shares than are tendered or if a shareholder withdraws tendered shares by a valid notice of withdrawal (i) 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 5 client account will be returned to the tendering shareholder or Nominee Holder only in the case where none of the Shares tendered have been accepted for payment. The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of any person other than the registered holder, or if tendered certificates, if any, are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. Shareholders tendering Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid, on Shares tendered pursuant to the Offer. The Fund will not pay any interest on the purchase price under any circumstances. In addition, if certain events occur, the Fund may not be obligated to purchase Shares pursuant to the Offer. See Section 5, "Certain Conditions of the Offer." Any tendering shareholder or other payee who fails to complete fully and sign the Substitute Form W-9 in the Letter of Transmittal may be subject to required federal income tax withholding of 28% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. Non-U.S. shareholders should provide the Depositary with a completed Form W-8 in order to avoid 28% backup withholding. A copy of Form W-8 will be provided upon request from the Depositary. See Section 2, "Procedures for Tendering Shares," and Section 14, "Certain Federal Income Tax Consequences." 5. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, it is the announced policy of the Board of Directors of the Fund, which may be changed by the Directors, that the Fund cannot accept tenders or effect repurchases if: (1) such transactions, if consummated, would (a) result in delisting of the Fund's Shares from the NYSE (the NYSE Listed Company Manual stating that the NYSE would consider delisting if, among other things, the aggregate market value of the Fund's outstanding shares is less than $15,000,000 or the number of publicly held Shares falls below 600,000); (b) impair the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code") (which would make the Fund subject to U.S. federal income taxes on all of its income and gains in addition to the taxation of shareholders who receive distributions from the Fund); or (c) result in a failure to comply with the applicable asset coverage requirements in the event any senior securities are issued and outstanding; (2) the amount of Shares tendered would require liquidation of such a substantial portion of the Fund's securities that the Fund would not be able to liquidate portfolio securities in an orderly manner in light of the existing market conditions and such liquidation would have an adverse effect on the NAV of the Fund to the detriment of non-tendering shareholders; (3) there is any (a) in the Board of Directors' judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund; (b) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market System; (c) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State; (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; (e) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States; or (f) in the Board of Directors' judgment, other event or condition which would have a material adverse effect on the Fund or its shareholders if tendered Shares were purchased; or (4) the Board of Directors determines that effecting any such transaction would constitute a breach of their fiduciary duty owed to the Fund or its shareholders. The Directors may modify these conditions in light of experience. The Fund reserves the right, at any time during the pendency of the Offer, to terminate, extend or amend the Offer in any respect. If the Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided in Section 15, "Extension of Tender Period; Termination; Amendments." Moreover, in the event any of the foregoing conditions are modified or waived in whole or in part at any time, the Fund will promptly make a public announcement of such waiver and may, depending on the materiality of the modification or waiver, extend the Offer period as provided in Section 15, "Extension of Tender Period; Termination; Amendments." 6 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 Rule 13e-4 of the Exchange Act. Any Shares acquired by the Fund pursuant to the Offer will thereafter constitute authorized but unissued shares. There can be no assurance that this Offer will reduce or eliminate any spread between market price and the NAV of the Shares. The market price of the Shares will, among other things, be determined by the relative demand for and supply of Shares in the market, the Fund's investment performance, the Fund's dividends and yields and investor perception of the Fund's overall attractiveness as an investment as compared with other investment alternatives. Nevertheless, the fact that the Offer is being conducted may result in more of a reduction in the spread between market price and NAV than might otherwise be the case. Consistent with their fiduciary obligations, in addition to the Offer, the Board of Directors will continue to explore alternative means to reduce or eliminate the Fund's market value discount from NAV. Therefore, the Fund cannot assure you that it will make a similar tender offer in the future. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. 7. PLANS OR PROPOSALS OF THE FUND. Except to the extent described herein, the Fund has no present plans or proposals, and is not engaged in any negotiations, that relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary course of business); any material changes in the Fund's present capitalization (except as resulting from the Offer or otherwise set forth herein); or any other material changes in the Fund's structure or business. 8. PRICE RANGE OF SHARES. The Shares are traded on the NYSE. During each fiscal quarter of the Fund during the past two fiscal years (as well as the first fiscal quarter of 2005), the high and low NAV and market price per share, as well as the closing NAV and market price per share as of 4:00 p.m. on the last day of each of the Fund's fiscal quarters, were as follows:
NAV ($) MARKET PRICE ($) ------- ---------------- FISCAL QUARTER ENDED HIGH LOW CLOSE HIGH LOW CLOSE - -------------------- ----- ----- ----- ----- ----- ----- February 28, 2003 10.25 9.72 9.81 10.95 9.91 10.27 May 30, 2003 11.22 9.58 11.22 11.99 9.95 11.95 August 29, 2003 11.49 11.02 11.16 12.65 11.15 11.47 November 28, 2003 11.98 11.26 11.98 12.00 11.00 11.90 February 27, 2004 13.03 12.21 12.87 12.87 11.76 12.48 May 28, 2004 13.03 11.69 12.24 12.69 9.90 11.24 August 31, 2004 12.52 12.10 12.43 11.82 10.84 11.74 November 30, 2004 13.59 12.48 13.59 12.99 11.38 12.30 February 28, 2005 14.07 13.54 13.91 13.15 12.13 12.90
7 The Fund has a managed distribution policy. Under the policy, the Fund declares and pays monthly distributions and is managed with a goal of generating as much of the distribution as possible from ordinary income (net investment income and short-term capital gains). The balance of the distribution then comes from long-term capital gains and, if necessary, a return of capital. The current annualized rate is $0.96 per share. The Fund continues to evaluate its monthly distribution in light of ongoing economic and market conditions and may change the amount of the monthly distribution in the future. No dividends were designated for tax purposes as return of capital for the fiscal year ended November 30, 2004. However, the Offer could result in additional distributions separate from those declared pursuant to the managed distribution policy due to the sale of portfolio securities in connection with the Offer. See "Recognition of Capital Gains" in Section 10, "Certain Effects of the Offer." Shareholders tendering Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid, on Shares tendered pursuant to the Offer. At this time, it is anticipated that a cash dividend will be declared by the Board of Directors with a record date occurring before the Expiration Date and that, accordingly, holders of Shares purchased pursuant to the Offer will receive such dividend with respect to such Shares. The amount and frequency of dividends in the future will depend on circumstances existing at that time. 9. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES. The members of the Board of Directors of the Fund are: Jude T. Driscoll (Chairman), Thomas L. Bennett, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard Zechler. Mr. Driscoll is considered an "interested person" of the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), because of his affiliation with the investment adviser of the Fund. The executive officers of the Fund are as follows: Jude T. Driscoll, President and Chief Executive Officer; Richelle S. Maestro, Executive Vice President, Chief Legal Officer and Secretary; Michael P. Bishof, Senior Vice President and Chief Financial Officer; and John J. O'Connor, Senior Vice President and Treasurer. Correspondence to the Directors and executive officers of the Fund should be mailed to c/o Delaware Investments Global Dividend and Income Fund, Inc., 2005 Market Street, Philadelphia, Pennsylvania 19103. Based upon the Fund's records and upon information provided to the Fund by its Directors, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), as of May 27, 2005, the Directors, executive officers and their associates (as that term is defined in Rule 12b-2 under the Exchange Act) of the Fund as a group beneficially owned no Shares. The Fund has been informed that no Director or executive officer of the Fund intends to tender any Shares pursuant to the Offer. Based upon the Fund's records and upon information provided to the Fund by its Directors, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), neither the Fund nor, to the best of the Fund's knowledge, any of the Directors or executive officers of the Fund, nor any associates 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 weekly net assets. The Fund also is a party to certain other service agreements. The Fund is a party to an Administration and Accounting Agreement with Delaware Service Company, Inc. (the "Administrator"), an affiliate of the Adviser. Under the terms of the Administration and Accounting Agreement as of June 1, 2005, the Administrator provides accounting and administration services to the Fund for a monthly fee computed at the annual rate of 0.04% of the Fund's adjusted average daily net assets. JPMorgan Chase & Co. (formerly, the Chase Manhattan Bank, N.A.) serves as custodian for the 8 Fund's portfolio securities pursuant to the Custodian Agreement entered into with the Fund. Under the Custodian Agreement, the Fund is obligated to pay a fee that varies based on the amount of the Fund's assets that are invested in various countries, plus trading fees and other out-of-pocket expenses. For the fiscal year ended November 30, 2004, the Fund paid $27,745 in custodian fees. The Fund is a party to a transfer agency agreement with Mellon Investor Services LLC. Pursuant to this transfer agency agreement, the Fund is obligated to pay Mellon Investor Services LLC a monthly fee equal to $1,102 plus out-of-pocket expenses for the services it provides as transfer agent, dividend disbursing agent and registrar for the Fund. The Fund is also party to a $25,000,000 Credit Agreement ("Credit Agreement") with JPMorgan Chase & Co., 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 hand and then from the proceeds from the sale of portfolio securities held by the Fund. If the Fund is required to sell a substantial amount of portfolio securities to raise cash to finance the Offer, the market prices of the Fund's portfolio securities, and hence the Fund's NAV, may decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Expiration Date. Because the price per Share to be paid in the Offer will be dependent upon the NAV per Share as determined on the first business day after the Expiration Date, if such a decline continued to the Expiration Date, the consideration received by tendering shareholders would be reduced more than it otherwise might. In addition, the sale of portfolio securities will cause increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities less than their valuations by the Fund. Accordingly, because of the Offer, the Fund's NAV per Share may decline more than it otherwise might, thereby reducing the amount of proceeds received by tendering shareholders and the value per Share for non-tendering shareholders. The Fund will sell portfolio securities during the pendency of the Offer to raise cash for the purchase of Shares. Thus, it is likely that during the pendency of the Offer, and possibly for a short time thereafter, the Fund will hold a greater than normal percentage of its net assets in cash and cash equivalents. This large cash position may interfere with the Fund's ability to meet its investment objective. The Fund is required by law to pay for tendered Shares it accepts for payment promptly after the Expiration Date of this Offer. Because the Fund will not know the number of Shares tendered until the Expiration Date, the Fund will not know until the Expiration Date the amount of cash required to pay for such Shares. If on or prior to the Expiration Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash. Recognition of Capital Gains. As noted, the Fund will likely be required to sell portfolio securities pursuant to the Offer. If the Fund's tax basis for the securities sold is less than the sale proceeds, the Fund will recognize capital gains. The Fund would expect to distribute any such gains to shareholders of record (reduced by net capital losses realized during the fiscal year, if any, and available capital loss carry-forwards) following the end of the Fund's fiscal year on November 30. This recognition and distribution of gains, if any, would have two negative consequences: first, shareholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional capital gains. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund's portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be realized and recognized). As of December 31, 2004, there was unrealized appreciation of over $20.6 million in the Fund's portfolio as a whole, and as of the end of the most recent fiscal year, there were capital loss carry-forwards in the amount of $2,397,689, 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. 9 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, except as described above. See Section 14, "Certain Federal Income Tax Consequences." Effect on Remaining Shareholders, Higher Expense Ratio and Less Investment Flexibility. The purchase of Shares by the Fund pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of non-tendering shareholders. All shareholders remaining after the Offer will be subject to any increased risks associated with the reduction in the Fund's aggregate assets resulting from payment for the tendered Shares, such as greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund, depending on the number of Shares repurchased, and may have an adverse effect on the Fund's investment performance. Effect on Percentage of Illiquid and Restricted Securities in the Fund's Portfolio. As of May 27, 2005, the Fund held no illiquid or restricted securities. Therefore, if the Fund does not purchase any such securities prior to the Expiration Date, the Offer and the number of Shares purchased pursuant to the Offer, will not increase the portion of illiquid securities in the portfolio. 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. Effect on Credit Agreement. As a result of the decline in Fund assets due to the Tender Offer, the Fund anticipates that it will be required to reduce the amount of leverage it employs through the Credit Agreement. This will require the sale of additional portfolio securities and a further reduction in the Fund's assets, with the attendant consequences discussed above. THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING SHAREHOLDERS. 11. SOURCE AND AMOUNT OF FUNDS. The actual cost to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number tendered, and the price will be based on the NAV per Share on the business day after the Expiration Date. If the NAV per Share on that date were the same as the NAV per Share on May 27, 2005, 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 $7.98 million. The monies to be used by the Fund to purchase Shares pursuant to the Offer will be first obtained from any cash on hand and then from the proceeds of sales of securities in the Fund's investment portfolio. The Directors believe that the Fund has sufficient liquidity to purchase the Shares that may be tendered pursuant to the Offer. However, if, in the judgment of the Directors, there is not sufficient liquidity of the assets of the Fund to pay for tendered Shares, the Fund may terminate the Offer. See Section 5, "Certain Conditions of the Offer." The Fund will not borrow money or undertake any other alternative arrangements to finance the purchase of tendered Shares. 12. CERTAIN INFORMATION ABOUT THE FUND. The Fund was organized as a Maryland corporation on September 22, 1993, and is a diversified, closed-end management investment company registered under the 1940 Act. The Shares were first issued to the public on February 25, 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 objectives by investing, under normal circumstances, at least 50 percent of its total assets in income-generating equity securities, including dividend-paying common stocks, convertible securities, preferred stocks, and other equity-related securities of U.S. and foreign issuers. Up to 50 percent of the Fund's total assets may be invested in non-convertible debt securities consisting primarily of government and high-yield, high-risk corporate bonds of U.S. and foreign issuers. The principal executive offices of the Fund are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. 10 13. ADDITIONAL INFORMATION. The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the Securities and Exchange Commission (the "Commission") relating to its business, financial condition and other matters. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the Commission. Such reports and other information are available for inspection at the public reference room at the Commission's office, 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 are also available on the Commission's web site (http://www.sec.gov). 14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a general summary of the U.S. federal income tax consequences of a sale of Shares pursuant to the Offer. Shareholders should consult their own tax advisers regarding the tax consequences of a sale of Shares pursuant to the Offer, as well as the effects of state, local and foreign tax laws. See also "Federal Income Tax Withholding," in Section 2.F. Federal Income Tax Consequences to 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 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. If the Fund determines to conduct another tender offer in the future, the Fund may, in its discretion, choose not to 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/ or profits. Any amounts treated as distributions to shareholders in excess of the Fund's current and accumulated earnings and profits will be treated as a return of capital to such shareholders to the extent of their basis in their Shares and then as capital gain (which will be long-term or short-term depending on such shareholder's applicable holding period for the Shares tendered). 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 11 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. 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 its shares in connection with a trade or business conducted in the United States (a "Foreign Shareholder") that are treated as dividends for U.S. federal income tax purposes under the rules set forth above, will be subject to U.S. withholding tax at the rate of 30% (unless a reduced rate applies under an applicable tax treaty). A tendering Foreign Shareholder who realizes a capital gain on a tender of Shares will not be subject to U.S. federal income tax on such gain, unless the Shareholder is an individual who is physically present in the U.S. for 183 days or more and certain other conditions are satisfied. Such persons are advised to consult their own tax advisers. Special rules may also apply in the case of Foreign Shareholders that are: (i) engaged in 12 a U.S. trade or business; (ii) former citizens or residents of the U.S.; or (iii) subject to special rules such as "controlled foreign corporations" and "foreign personal holding companies." Such persons are advised to consult their own tax advisers. Non-U.S. shareholders have special U.S. tax certification requirements to avoid backup withholding at a rate of 28%, and if applicable, to obtain the benefit of any income tax treaty between the non-U.S. shareholder's country of residence and the United States. To claim these tax benefits, the non-U.S. shareholder must provide the Depositary with a properly completed Form W-8BEN (or other Form W-8, where applicable, or their substitute forms) to establish his or her status as an non-U.S. shareholder, to claim beneficial ownership over Shares, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. Backup Withholding. The Depositary may be required to withhold 28% of the gross proceeds paid to a shareholder or other payee pursuant to the Offer unless either: (a) the shareholder has completed and submitted to the Depositary the Substitute Form W-9 included in the Letter of Transmittal, providing the shareholder's taxpayer identification number/social security number and certifying under penalties of perjury: (i) that such number is correct, and (ii) either that (A) the shareholder is exempt from backup withholding, (B) the shareholder has not been notified by the 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. 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, "Certain Conditions of the Offer"; and (b) amend the Offer in any respect by making a public announcement thereof. Such public announcement will be issued no later than 9:00 a.m. Eastern 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) under the Exchange Act), the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement. If the Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Shares, or the Fund increases or decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended at least until the end of such ten business day period. 13 16. FEES AND EXPENSES. The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Shares purchased pursuant to the Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Offer. No such broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Fund or the Depositary for purposes of the Offer. The Fund has retained Mellon Investor Services LLC to act as Depositary and Information Agent. The Fund will pay the Depositary/Information Agent reasonable and customary compensation for its services and will also reimburse the Depositary/Information Agent for certain out-of-pocket expenses and indemnify it against certain liabilities. The Fund will use the Service Fees it receives to offset the fees charged by the Depositary. 17. MISCELLANEOUS. The Offer is not being made to, nor will the Fund accept tenders from, owners of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. However, the Fund reserves the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusions of holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. Delaware Investments Global Dividend and Income Fund, Inc. June 3, 2005 14 EX-99 3 ex99a1ii.txt EXHIBIT 99.(A)(1)(II) EXHIBIT (a)(1)(ii) DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. LETTER OF TRANSMITTAL (DGF) LETTER OF TRANSMITTAL TO TENDER SHARES OF DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. Pursuant to the Offer to Purchase dated June 3, 2005, Delaware Investments Global Dividend and Income Fund, Inc. (the "Fund") has offered to purchase up to 10%, or 598,558 shares, of its Common Stock. The offer expires at 11:59 p.m. New York City time on June 30, 2005, unless extended. See Instructions on the reverse side. I/we, the undersigned, hereby surrender to you for tendering the share(s) identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase dated June 3, 2005 ("Offer to Purchase"). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these certifi-cate(s) and give the instructions in this Letter of Transmittal; and (iv) the shares represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances. Please complete the back if you would like to transfer ownership or request special mailing. Enclosed herewith is my check or money order for $25 for the service fee ("Service Fee"), as described in the Offer to Purchase made payable to Delaware Investments Global Dividend and Income Fund, Inc. - -------------------------------------------------------------------------------- (1) Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. X | | - -------------------------------------------------------------------------------- Signature of Stockholder Date Daytime Telephone # X | | - -------------------------------------------------------------------------------- Signature of Stockholder Date Daytime Telephone # - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (2) SUBSTITUTE FORM W-9 - -------------------------------------------------------------------------------- PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW. - -------------------------------------------------------------------------------- If the Taxpayer ID Number printed |_|_|_|_|_|_|_|_|_| above is INCORRECT OR if the space is BLANK write in the CORRECT number here. - -------------------------------------------------------------------------------- Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Revenue Service (IRS) that I am subject to backup withholding as a Internal result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. Signature: Date: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLACE AN |X| IN ONE TENDER BOX ONLY (3) |_| Tender All (4) |_| Partial Tender |_|_|_|_|_|_|_|_| o |_|_|_|_| WHOLE SHARES FRACTIONS - -------------------------------------------------------------------------------- Certified Certificate(s) Number - -------------------------------------------------------------------------------- If you cannot produce some or all of your Delaware Investments Global Dividend and Income Fund, Inc. stock certificate(s), you must obtain a lost instrument open penalty surety bond. To do so through Mellon, complete the section below. (Alternatively, you may obtain such a bond through an intermediary of your choice, as long as the insurance company that issues the bond is rated A+XV or better by A.M. Best & Company). Please print clearly. - -------------------------------------------------------------------------------- (5) AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) AND AGREEMENT OF INDEMNITY Taxpayer ID or Social Security Number THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT INCLUDED TOTAL SHARES LOST Please Fill In Certificate No(s). if Known Number of Shares Attach separate schedule if needed By signing this form I/We swear, depose and state that: I/We am/are the lawful owner(s) of the certificate(s) hereinafter referred to as the "securities" described in the enclosed Letter of Transmittal. The securities have not been endorsed, pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of. I/We have made a diligent search for the securities and have been unable to find it or them and make this Affidavit for the purpose of inducing the sale, exchange, redemption, or cancellation of the securities, as outlined in the Letter of Transmittal, without the surrender of the original(s), and also to request and induce Federal Insurance Company to provide suretyship for me to cover the missing securities under its Blanket Bond # 8302-00-67. I/We hereby agree to surrender the securities for cancellation should I/We, at any time, find the securities. I/We hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in consideration of the proceeds of the sale, exchange, redemption or cancellation of the securities, and the aforementioned suretyship, to indemnify, protect and hold harmless Federal Insurance Company (the Surety), Mellon Investor Services LLC, Delaware Investments Global Dividend and Income Fund, Inc., all their subsidiaries and any other party to the transaction, from and against any and all loss, costs, and damages including court costs and attorney's fees, which they may be subject to or liable for in respect to the sale, exchange, redemption, or cancellation of the securities without requiring surrender of the original securities. The rights accruing to the parties under the preceding sentence shall not be limited or abridged by their negligence, inadvertence, accident, oversight, breach or failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or may have occurred, I/We agree that this Affidavit and Indemnity Agreement is to become part of Blanket Bond # 8302-00-67 underwritten by Federal Insurance Company. Any person who, knowingly and with intent to defraud any insurance company or other person, files an application or statement of claim, containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to civil penalties as prescribed by law. X Signed by Affiant (stockholder)_________________________________________________on this (date)__________________________ (Deponent) (Indemnitore) (Heirs Individually) Month Day Year Social Security #___________________________Date_________________________________Notary Public____________________________
Lost Securities Premium/Service Fee Calculation ----------------------------------------------- If the share value is under $1,000, there is a $50.00 Service Fee only. 1. Enter the number of shares that are lost:________________________x (Cash Rate) $12.80 = $___________________ Share Value* *If the share value exceeds $500,000, or if the shareholder is foreign or deceased, do not complete this affidavit, as it will be considered invalid. Complete only the Transmittal form and contact Mellon Investor Services regarding the lost certificate(s). 2. Please Enter Share Value $_________________________(Share Value) x (3%) or .03 = $_________________ Surety Premium Multiply by 3% (.03) for Surety Premium. 3. Add $50.00 for service fee ..............................................................$50.00 Service Fee Total Amount Due (Add Lines 2 & 3) .......................................................$_________________ Total Fee (This amount is in addition to the $25 Service Fee) Please make all checks payable to: Mellon Investor Services, 85 Challenger RD, Ridgefield Park, NJ 07660. Any checks over $250.00 must be in the form of a certified check, cashier's check or money order.
- ------------------------------------------------------------------------------------------------------------------------------ (6) Special Transfer Instructions If you want your stock certificate(s) for Fund shares and/or Signature Guarantee Medallion check for cash to be issued in another name, fill in this section with the information for the new account/payee name. ---------------------------------------------------------------- ------------------------------------------------------- Name (Please Print First, Middle & Last Name) (Title of Officer Signing this Guarantee) ---------------------------------------------------------------- ------------------------------------------------------- Address (Number and Street) (Name of Guarantor - Please Print) ---------------------------------------------------------------- ------------------------------------------------------- (City, State & Zip Code) (Address of Guarantor Firm) ---------------------------------------------------------------- ------------------------------------------------------- (Tax Identification or Social Security Number) - ------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (7) Special Mailing Instructions Fill in ONLY if you want your stock certificate(s) for Fund shares and/or check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal. Mail check(s) to: ---------------------------------------------------------------------------- Name (Please Print First, Middle & Last Name) ---------------------------------------------------------------------------- Address (Number and Street) ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- (City, State & Zip Code) - -------------------------------------------------------------------------------- INSTRUCTIONS FOR COMPLETING THE STOCK TRANSMITTAL FORM (1) Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal and your stock certificates in the enclosed envelope. Please note that if you fail to enclose a check or money order for the $25.00 Service Fee made payable to Delaware Investments Global Dividend and Income Fund, Inc., or if the check fails to clear, your tender will be deemed incomplete and will be rejected. The method of delivery of any documents, including share certificates, is at the election and risk of the tendering shareholder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested. (2) PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 2 and sign to certify. Please note that Mellon Investor Services may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a non - U.S. Taxpayer, please complete and return form W-8BEN. (3) If you are tendering all your shares for cash, please check this box only. (4) If you are tendering some of your shares for cash, please check the box, indicate the number of shares you wish to tender and receive in cash. (5) If you cannot locate some or all of your stock certificates, please follow the instructions provided and complete Box 5, the Affidavit of Lost or Destroyed Certificates section, on the front side of this Transmittal form. Enclose a certified check or money order in payment for the Lost Securities Premium and Administration Fee. Note that this amount is in addition to the $25 Service Fee. (6) If you want your certificate(s) for Fund shares and/or check for cash to be issued in another name, fill in Box 6. Signature(s) in Box 6 must be medallion guaranteed. (7) Complete Box 7 only if your certificate(s) for Fund shares and/or check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address. HOW TO CONTACT MELLON INVESTOR SERVICES By Telephone - 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays: From within the U.S., Canada or Puerto Rico: 1-866-340-1397 (Toll Free) WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS
By Mail: By Overnight Courier: By Hand: Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept. P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor South Hackensack, NJ 07606 Mail Drop-Reorg New York, NY 10271 Ridgefield Park, NJ 07660
EX-99 4 ex99a1iii.txt EXHIBIT 99(A)(1)(III) EXHIBIT (a)(1)(iii) OFFER BY DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. TO PURCHASE FOR CASH UP TO 10% OF ITS SHARES OF COMMON STOCK THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 30, 2005 ("EXPIRATION DATE"), UNLESS EXTENDED THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND'S OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL. June 3, 2005 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing herewith the material listed below relating to the offer of Delaware Investments 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 3, 2005 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 July 1, 2005, unless the Expiration Date is extended beyond June 30, 2005. WHEN TENDERING SHARES ON BEHALF OF YOUR CLIENTS, YOU WILL BE REQUIRED TO PAY, ON BEHALF OF THOSE CLIENTS, A SERVICE FEE IN AN AMOUNT EQUAL TO $25.00 PER CLIENT ACCOUNT. THE SERVICE FEE FOR A PARTICULAR CLIENT ACCOUNT WILL BE RETURNED ONLY IN A CASE WHERE NONE OF THE SHARES TENDERED FOR THAT CLIENT ACCOUNT HAVE BEEN ACCEPTED. We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to brokers, dealers or other persons for soliciting tenders for Shares pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Section 4, "Payment for Shares" of the Offer to Purchase. HOWEVER, BACKUP WITHHOLDING AT A 28% RATE MAY BE REQUIRED UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 2, "PROCEDURES FOR TENDERING SHARES" OF THE OFFER TO PURCHASE. For your information and for forwarding to your clients, we are enclosing the following documents: 1. A letter to shareholders from the President of the Fund and the Offer to Purchase dated June 3, 2005; 2. The Letter of Transmittal for your use and to be provided to your clients; 3. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; 4. Notice of Guaranteed Delivery; 5. Form of letter to clients, which may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and 6. Return envelope addressed to the Depositary. The Offer is not being made to, nor will the Fund accept tenders from, holders of Shares in any State or other jurisdiction in which the Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction. As described in the Fund's Offer to Purchase under Section 2, "Procedures for Tendering Shares," tenders may be made without the concurrent deposit of Share certificates if (1) such tenders are made by or through an Eligible Guarantor (as defined in the Offer to Purchase); (2) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is delivered to the Depositary prior to 5:00 p.m. New York City time on the Expiration Date; and (3) certificates for tendered Shares (or a Book-Entry Confirmation, as defined in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or, in the case of book-entry transfer, an Agent's Message, as defined in the Offer to Purchase), the $25.00 service fee payable in respect of the Shares tendered hereby and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange trading days after execution of a Notice of Guaranteed Delivery. As described in the Offer, if more than 10% of the Fund's outstanding Shares are duly tendered prior to the Expiration Date, the Fund will repurchase 10% of the Fund's outstanding Shares on a pro rata basis. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. Additional copies of the enclosed material may be obtained from the Depositary at the appropriate address and telephone number set forth in the Fund's Offer to Purchase. Any questions you have with respect to the Offer should be directed to the Depositary at its address and telephone numbers set forth in the Offer to Purchase. Very truly yours, DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. /s/ Jude T. Driscoll ------------------------------------------------ JUDE T. DRISCOLL Chairman, Director, Chief Executive Officer and President - -------------------------------------------------------------------------------- NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF DELAWARE INVESTMENTS 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 5 ex99a1iv.txt EXHIBIT 99(A)(1)(IV) EXHIBIT (a)(1)(iv) OFFER BY DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. TO PURCHASE FOR CASH UP TO 10% OF ITS SHARES OF COMMON STOCK THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 30, 2005 ("EXPIRATION DATE"), UNLESS EXTENDED THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL. June 3, 2005 To Our Clients: Enclosed for your consideration is the Offer to Purchase, dated June 3, 2005, of Delaware Investments 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 July 1, 2005, unless otherwise extended. A SERVICE FEE IN AN AMOUNT EQUAL TO $25.00 PER CLIENT ACCOUNT IS PAYABLE UPON THE TENDER OF SHARES. WE WILL PAY THE SERVICE FEE FOR EACH ACCOUNT AND YOUR ACCOUNT(S) WILL BE BILLED SEPARATELY FOR THIS CHARGE. WITH RESPECT TO A PARTICULAR CLIENT ACCOUNT, IF NONE OF THE SHARES TENDERED ARE ACCEPTED, AN AMOUNT EQUAL TO $25.00 PER SUCH ACCOUNT WILL BE RETURNED. The current net asset value of the Fund will be calculated daily and may be obtained by calling Mellon Investor Services LLC, the Depositary, toll free at 1-866-340-1397 between the hours of 9:00 a.m. and 6:00 p.m. New York City time, except holidays. (2) The Offer is not conditioned upon any minimum number of Shares being tendered. (3) Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered (and not withdrawn) on or prior to the Expiration Date, provided that the total number of Shares tendered does not exceed 10% of the Fund's outstanding Shares. In the event that more than 10% of the Fund's outstanding Shares are tendered, the Fund will purchase 10% of the Fund's outstanding Shares on a pro rata basis. (4) Tendering shareholders will not be obligated to pay stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer, except in the instances described in Section 4, "Payment for Shares," of the Offer to Purchase. (5) Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. YOUR 1 INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING MATERIALS CAREFULLY. INSTRUCTIONS The undersigned acknowledge(s) receipt of our letter, the enclosed Offer to Purchase dated June 3, 2005, and the Letter of Transmittal, relating to the Fund's purchase of 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 to Purchase 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 undersigned; or |_| __________ Shares (Enter number of Shares to be tendered). - ------------------------------------------------------------------- PLEASE SIGN HERE _______________________________________ _______________________________________ Dated: ________________, 2005 Name(s): _______________________________________________________________________ (please print) Address: _______________________________________________________________________ City State Zip Code Area Code and Telephone Number: ________________________________________________ Employer Identification or Social Security Number: _____________________________ 2 EX-99 6 ex99a1v.txt EXHIBIT 99(A)(1)(V) EXHIBIT (a)(1)(v) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF UP TO 10% OF THE SHARES OF COMMON STOCK OF DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. This form must be used to accept the Offer (as defined below) if Shareholders' certificates for common stock, par value $0.01 per share (the "Shares") of Delaware Investments Global Dividend and Income Fund, Inc. are not immediately available or time will not permit the Letter of Transmittal and other required documents to be delivered to the Depositary on or before 11:59 p.m., New York City time, June 30, 2005, or such later date to which the Offer is extended (the "Expiration Date"). Such form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary, and must be received by the Depositary on or before 5:00 p.m. New York City time on the Expiration Date. See Section 2, "Procedures for Tendering Shares," of the Offer to Purchase. The Depositary: MELLON INVESTOR SERVICES LLC Facsimile Copy Number: (201) 296-4293 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmission: (201) 296-4860 For Account Information Call: Toll Free: 1-866-340-1397 By First Class Mail, By Overnight Courier, By Hand:
By Registered Certified or Express Mail By First Class Mail: or Overnight Courier: By Hand: - -------------------- --------------------- -------- Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor South Hackensack, NJ 07606 Mail Stop-Reorg New York, NY 10271 Ridgefield Park, NJ 07660 Attention: Reorganization Dept. Attention: 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 Delaware Investments Global Dividend and Income Fund, Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated June 3, 2005 and the related Letter of Transmittal (which, together with any amendments or supplements to these documents, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in Section 2, "Procedures for Tendering Shares," of the Offer to Purchase. ________________________________________________________________________________ ________________________________________________________________________________ Number of Shares Tendered: _____________________________________________________ Certificate Nos. (if available): ________________________________________________________________________________ ________________________________________________________________________________ If Shares will be tendered by book-entry transfer, check box: [_] The Depository Trust Company Account Number: ________________________________________________________________ Name(s) of Record Holder(s): ________________________________________________________________________________ ________________________________________________________________________________ Address: _______________________________________________________________________ _______________________________________________________________________ Area Code and Telephone Number: ________________________________________________ Taxpayer Identification (Social Security) Number: ______________________________ Dated: ___________________________________________________________________, 2005 ________________________________________________________________________________ Signature(s) ________________________________________________________________________________ ________________________________________________________________________________ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an "Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of Shares complies with Rule 14e-4 and (c) guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of Book-Entry Transfer of such Shares into the Depositary's accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any other required documents, within three New York Stock Exchange trading days after the date hereof. - --------------------------------------- --------------------------------------- Name of Firm: _________________________ _______________________________________ (AUTHORIZED SIGNATURE) Address: ______________________________ Name: _________________________________ (PLEASE PRINT) _______________________________________ Title: ________________________________ Area Code and Tel. No. ________________ Dated: __________________________, 2005 DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. EX-99 7 ex99a1vi.txt EXHIBIT 99.(A)(1)(VI) EXHIBIT (a)(1)(vi) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payor.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. 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.
- ------------------------------------------------------------- GIVE THE NAME AND SOCIAL SECURITY For this type of account: NUMBER OF - - ------------------------------------------------------------- 1. Individual The individual 2. Two or more individuals The actual owner of the (joint account) account or, if combined funds, the first individual on the account(1) 3. Custodian account of a The minor(2) minor (Uniform Gift to Minors Act) 4. a. The usual revocable The grantor-trustee(1) savings trust (grantor is also trustee) b. So-called trust account The actual owner(1) that is not a legal or valid trust under State law 5. Sole proprietorship or The Owner(3) single-owner LLC
- ------------------------------------------------------------- GIVE THE NAME AND EMPLOYEE For this type of account: IDENTIFICATION NUMBER OF- - ------------------------------------------------------------- 6. Sole proprietorship or The Owner(3) single-owner LLC 7. A valid trust, estate or The legal entity(4) pension trust 8. Corporation or LLC electing The corporation corporate status on Form 8832 9. Association, club, The organization religious, itable, educational, or other tax-exempt organization 10. Partnership or multi- The partnership member LLC 11. A broker or registered The broker or nominee nominee 12. Account with the The public entity Department Agriculture in the name of a public entity (such as State or local government, school district, or prison) that receives agricultural program payments
- -------------------------------------------------------------------------------- (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) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number. (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) 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 Number If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. Payees Exempt from Backup Withholding, Backup withholding is not required on any payments made to the following payees: o An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2). o The United States or any agency or instrumentality thereof. o A State, the District of Columbia, a possession of the United States, or subdivision or instrumentality thereof. o A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. o An international organization or any agency or instrumentality thereof. Other payees that may be exempt from backup withholding include: o A corporation. o A foreign central bank of issue. o A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. o A futures commission merchant registered with the Commodity Futures Trading Commission. o A real estate investment trust. o An entity registered at all times during the tax year under the Investment Company Act of 1940. o A common trust fund operated by a bank under section 584(a). o A financial institution. o A middleman known in the investment community as a nominee or custodian. o A trust exempt from tax under section 664 or described in section 4947. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: o Payments to nonresident aliens subject to withholding under section 1441. o Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. o Payments made by certain foreign organizations. o Payments of patronage dividends where the amount received is not paid in money. o Section 404(k) distributions made by an ESOP. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor's trade or business and you have not provided your correct taxpayer identification number to the payor. o Payments of tax-exempt interest (including exempt- interest dividend under section 852). o Payments described in section 6049(b)(5) to nonresident aliens. o Payments on tax-free covenant bonds under section 1451. o Payments made by certain foreign organizations. o Mortgage or student loan interest paid to you. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYOR. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N. Privacy Act Notice. Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to verify the accuracy of your tax return. Payors must be given the numbers whether or not recipients are required to file a tax return. Payors must generally withhold 28% (subject to minor reductions in the future) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. 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 payor, 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 re subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information.-- 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 8 ex99d1.txt EXHIBIT 99(D)(1) EXHIBIT (d)(1) [LOGO] MELLON MELLON INVESTOR SERVICES A Mellon Financial Company(SM) DEPOSITARY AND INFORMATION AGENT AGREEMENT THIS DEPOSITARY AGREEMENT (this "Agreement") between Delaware Investments Global Dividend and Income Fund, Inc., a Maryland corporation (the "Purchaser"), and Mellon Investor Services LLC, a New Jersey limited liability company ("Mellon"), is dated as of May __, 2005 1. APPOINTMENT. (a) 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 3, 2005 (the "Offer to Purchase") and in the related letter of transmittal (which shall include the Internal Revenue Service Form W-9) (the "Letter of Transmittal"), copies of which are attached hereto as Exhibits A and B, respectively, and which together, as they may be amended from time to time, constitute the "Offer." Purchaser hereby appoints Mellon to act as depositary in connection with the Offer and Mellon hereby accepts such appointment in accordance with and subject to the terms and conditions set forth in this Agreement. (b) The "Expiration Date" for the Offer shall be 5:00 p.m. New York City time, on June 29, 2005 unless and until the Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Purchaser from time to time, shall expire. All terms not defined herein shall have the same meaning as in the Offer. 2. TENDER OF SHARES. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and: (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the "NYSE") trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof. (b) For the purpose of this Agreement: (i) a "Confirmation" shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the "Book-Entry Transfer Facility") to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a "Notice of Guaranteed Delivery" shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an "Eligible Institution" shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an "Agent's Message" shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser. 2 3. BOOK-ENTRY ACCOUNT. Mellon shall take all commercially reasonable steps to establish and, subject to such establishment, maintain an account at each Book-Entry Transfer Facility for book-entry transfers of Shares, as set forth in the Letter of Transmittal and the Offer to Purchase. Mellon will maintain the Book Entry account until all Shares tendered pursuant to the Offer shall have been subject to payment or returned. 4. PROCEDURE FOR DISCREPANCIES. Mellon shall follow its regular procedures to attempt to reconcile any discrepancies between the number of Shares that any Letter of Transmittal may indicate are owned by a surrendering stockholder and the number that the Record Stockholders List indicates such stockholder owned of record as of the Expiration Date. In any instance where Mellon cannot reconcile such discrepancies by following such procedures, Mellon will consult with the Purchaser for instructions as to the number of Shares, if any, Mellon is authorized to accept for exchange. In the absence of such instructions, Mellon is authorized not to accept any such Shares for exchange and will return to the surrendering stockholder (at Mellon's option by either first class mail under a blanket surety bond or insurance protecting Mellon and the Purchaser from losses or liabilities arising out of the non-receipt or non-delivery of Shares or by registered mail insured separately for the value of such Shares), to such stockholder's address as set forth in the Letter of Transmittal, any certificates for Shares surrendered in connection therewith, the related Letters of Transmittal and any other documents received with such Shares. 5. LOST CERTIFICATES. If any holder of Shares as of the Expiration Date reports to Mellon that his or her failure to surrender a certificate representing any Shares registered in his or her name at the Expiration Date according to the Record Stockholders List is due to the theft, loss or destruction of such certificate, upon receipt from such stockholder of an affidavit of such theft, loss or destruction and a bond of indemnity, both in form and substance satisfactory to Mellon and in compliance with any other applicable requirements, Mellon will effect issuance of certificates for new Shares to the former stockholder as though the certificate for Shares had been surrendered. 6. TREATMENT OF RESTRICTIVE LEGENDS. All certificates representing Shares are eligible to make a tender of those shares pursuant to Section 2 hereof. 7. DATE/TIME STAMP. Each document received by Mellon relating to its duties hereunder shall be dated and time stamped when received. 8. PROCEDURE FOR DEFICIENT ITEMS. (a) Mellon will examine any certificate representing Shares, Letter of Transmittal (or facsimile thereof), Notice of Guaranteed Delivery or Agent's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal received by Mellon to determine whether any tender may be defective. In the event Mellon concludes that (i) any Letter of Transmittal, Notice of Guaranteed Delivery, Agent's Message or other document has been improperly completed, executed or transmitted, (ii) any of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions) (iii) service fee checks or money orders ("service fee checks") are not properly executed or timely received, or (iv) if some other irregularity in connection with the tender of Shares exists, then Mellon is authorized, subject to subsection (b) below, to advise the tendering stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity, but Mellon is not authorized to accept any tender not in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which Mellon deems to be defective, unless Mellon shall have received from the Purchaser the Letter of Transmittal that was surrendered (or if the tender was made by means of a Confirmation containing an Agent's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 3 (b) Promptly upon concluding that any tender is defective, Mellon shall, after consultation with Purchaser, use reasonable efforts in accordance with Mellon's regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent's Message, as the case may be, of such determination and, when necessary, return the certificates and/or service fee checks involved to such person in the manner described in Section 12 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Mellon shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, Mellon shall pro rate the Shares pursuant to (i) the terms and conditions of the Offer to Purchase and (ii) any instructions provided to Mellon by Purchaser regarding such proration. Mellon shall maintain accurate records as to all Shares tendered prior to or on the Expiration Date. 9. REPORT OF TENDER ACTIVITY. At 11:00 a.m. New York City time, or as promptly as practicable thereafter on each business day, or more frequently if reasonably requested as to major tally figures, Mellon shall advise each of the parties named below by telephone as to, based upon a preliminary review (and at all times subject to final determination by Purchaser), as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the number of Shares duly tendered on such day; (ii) the number of Shares duly tendered represented by certificates physically held by Mellon on such day; (iii) the number of Shares represented by Notices of Guaranteed Delivery on such day; (iv) the number of Shares withdrawn on such day; and (v) the cumulative totals of Shares in categories (i) through (iv) above: 4 (a) A.G. Ciavarelli, Esq., Delaware Investments - Legal Department, aciavarelli@delinvest.com, 215.255.1591. (b) Ms. Elizabeth Wisser, Delaware Investments - T/A Systems Control Project Manager, 215-255-8728, ewisser@delinvest.com Mellon shall furnish to each of the above-named persons a written report confirming the above information that has been communicated orally on the day following such oral communication as well as any other information reasonably requested from time to time. Mellon shall furnish to the Dealer-Manager (as defined in the Offer to Purchase) and the Purchaser, such reasonable information, to the extent such information has been furnished to Mellon, on the tendering stockholders as may be requested from time to time. Mellon shall furnish to the Purchaser, upon request, master lists of Shares tendered for purchase, including an A-to-Z list of the tendering stockholders. 10. INSTRUCTIONS. Any instructions given to Mellon orally, as permitted by any provision of this Agreement, shall be confirmed in writing by the Purchaser or the Dealer-Manager, as the case may be, as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section. 11. NOTICE OF WITHDRAWAL. In accordance with the following conditions, Mellon will return to any person tendering Shares, in the manner described in Section 12 hereof, any certificates representing Shares (and, if a complete withdrawal, the service fee checks) tendered by such person but duly withdrawn pursuant to the Offer to Purchase. To be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be received by Mellon, within the time period specified for withdrawal in the Offer to Purchase, at Mellon's address set forth on the back page of the Offer to Purchase. Any notice of withdrawal must specify the name of the person having deposited the Shares to be withdrawn, the number of Shares to be withdrawn and, if the certificates representing such Shares have been delivered or otherwise identified to Mellon, the name of the registered holder(s) of such Shares as set forth in such certificates. If the certificates have been delivered to Mellon, then prior to the release of such certificates the tendering stockholder must also submit the certificate number(s) shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. Mellon is authorized and directed to examine any notice of withdrawal to determine whether it believes any such notice may be defective. In the event Mellon concludes that any such notice is defective it shall, after consultation with and on the instructions of the Purchaser, use reasonable efforts in accordance with its regular procedures to notify the person delivering such notice of such determination. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, whose determination shall be final and binding. Any Shares so withdrawn shall no longer be considered to be properly tendered unless such Shares are re-tendered prior to the Expiration Date pursuant to Section 2 hereof. 5 12. RETURN OF SHARES. If, pursuant to the terms and conditions of the Offer, the Purchaser has notified Mellon that it does not accept certain of the Shares tendered or purported to be tendered or a stockholder withdraws any tendered Shares, Mellon shall promptly return the deposited certificates (and, if a complete withdrawal, the service fee checks) for such Shares, together with any other documents received, to the person who deposited the same. Certificates for such unpurchased Shares shall be forwarded by Mellon, at its option, by: (i) first class mail under a blanket surety bond protecting Mellon and the Purchaser from losses or liabilities arising out of the non-receipt or non-delivery of such Shares; or (ii) registered mail insured separately for the value of such Shares. If any such Shares were tendered or purported to be tendered by means of a Confirmation containing an Agent's Message, Mellon shall notify the Book-Entry Transfer Facility that transmitted said Confirmation of the Purchaser's decision not to accept the Shares. 13. AMENDMENT/EXTENSION OF OFFER. Any amendment to or extension of the Offer, as the Purchaser shall from time to time determine, shall be effective upon notice to Mellon from the Purchaser given prior to the time the Offer would otherwise have expired, and shall be promptly confirmed by the Purchaser in writing; provided that Mellon may rely on and shall be authorized and protected in acting or failing to act upon any such notice even if such notice is not confirmed in writing or such confirmation conflicts with such notice. If at any time the Offer shall be terminated as permitted by the terms thereof, the Purchaser shall promptly notify Mellon of such termination. 14. DISTRIBUTION OF ENTITLEMENTS. (a) If under the terms and conditions set forth in the Offer to Purchase the Purchaser becomes obligated to accept and pay for Shares tendered, upon instruction by the Purchaser and as promptly as practicable, but in any event not later than 5:00 p.m., New York City time, on the fifth NYSE trading day after the latest of: (i) the Expiration Date; (ii) the physical receipt by Mellon of a certificate or certificates representing tendered Shares (in proper form for transfer by delivery), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) or a Confirmation including an Agent's Message and any other documents required by the Letter of Transmittal; and (iii) the deposit by the Purchaser with Mellon of sufficient federal or other immediately available funds to pay, subject to the terms and conditions of the Offer, all stockholders for whom checks representing payment for Shares are to be drawn, less any adjustments required by the terms of the Offer, and all applicable tax withholdings, Mellon shall deliver or cause to be delivered to the tendering stockholders and designated payees, consistent with this Agreement and the Letter of Transmittal, official bank checks of Mellon, as agent for the Purchaser, and payable through Mellon in the amount of the applicable purchase price specified in the Offer (less any applicable tax withholding) for the Shares theretofore properly tendered and purchased under the terms and conditions of the Offer. The Purchaser will also deposit with Mellon, upon request, federal or other immediately available funds in an amount equal to the total stock transfer taxes or other governmental charges, if any, payable in respect of the transfer or issuance to the Purchaser or its nominee or nominees of all Shares so purchased. Mellon shall apply to the proper authorities for the refund of money paid on account of such transfer taxes or other governmental charges. On receipt of such refund, Mellon will promptly pay over to the Purchaser all money refunded. 6 (b) At such time as the Purchaser shall notify Mellon, Mellon shall request the transfer agent for the Shares to cancel and retire all Shares purchased pursuant to the Offer. (c) Mellon hereby waives any and all rights of lien, attachment or set off whatsoever, if any, against the securities, money, assets or property that are deposited with or received by Mellon from Purchaser, whether such rights arise by reason of statutory or common law, by contract or otherwise. 15. INFORMATION AGENT. In Mellon's capacity as Information Agent, Mellon shall: (i) Assist in the coordination of all printing activities and advertisement placement, if required, in connection with the Offer. (ii) Establish contacts with brokers, dealers, banks and other nominees on Purchaser's behalf in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended. (iii) Determine the material requirements necessary to fulfill mailing requirements to all registered and "street" holders and other interested parties. (iv) Assist with document review in a timely manner, including, but not limited to, the following documents: Offer to Purchase, Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9), Notice of Guaranteed Delivery and Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees ("Offering Materials"). (v) Facilitate the distribution of materials to the registered and beneficial owners of Purchaser's common stock and to other interested parties. (vi) Provide a dedicated toll-free line for all shareholder inquiries from 9:00 a.m. to 6:00 p.m. ET each business day. (vii) Provide status reporting to management upon commencement of activity and continuing daily including total shares presented and tendered. (viii) Facilitate payment of all broker forwarding invoices, subject to collection from Purchaser of monies for this purpose. (ix) Build and maintain a current file of eligible participants, including registered holders and beneficial holders identified through Mellon's research. 7 16. TAX REPORTING. (a) On or before January 31st of the year following the year in which the Purchaser accepts Shares for payment, Mellon shall prepare and mail to each tendering stockholder whose Shares were accepted, other than stockholders who demonstrate their status as nonresident aliens in accordance with United States Treasury Regulations ("Foreign Stockholders"), a Form 1099-B reporting the purchase of Shares as of the date such Shares are accepted for payment. Mellon shall also prepare and file copies of such Forms 1099-B by magnetic tape with the Internal Revenue Service in accordance with Treasury Regulations on or before February 28th of the year following the year in which the Shares are accepted for payment. (b) Mellon shall deduct and withhold the appropriate backup withholding tax from the purchase price payable with respect to Shares tendered by any stockholder, other than a Foreign Stockholder, who has not properly provided Mellon with a taxpayer identification number, in accordance with Treasury Regulations. Mellon shall forward such withholding taxes to the Internal Revenue Service with the appropriate required documentation customarily required to discharge the Purchaser's applicable withholding obligation with respect to such transactions. (c) Should any issue arise regarding federal income tax reporting or withholding, Mellon shall take such action as the Purchaser may reasonably request in writing. Such action may be subject to additional fees. 17. AUTHORIZATIONS AND PROTECTIONS. As depositary hereunder Mellon: (a) shall have no duties or obligations other than those specifically set forth herein (including any exhibits hereto), or as may subsequently be agreed to in writing by Mellon and the Purchaser; (b) shall have no obligation to make payment for any tendered Shares unless the Purchaser shall have provided the necessary federal or other immediately available funds to pay in full amounts due and payable with respect thereto; (c) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates or the Shares represented thereby deposited with Mellon or tendered through an Agent's Message hereunder and will not be required to and will make no representations as to or be responsible for the validity, sufficiency, value, or genuineness of the Offer; (d) shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such action might in Mellon's judgment subject or expose it to any expense or liability, Mellon shall not be required to act unless it shall have been furnished with an indemnity reasonably satisfactory to it; 8 (e) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission, Agent's Message or other document or security delivered to Mellon and reasonably believed by Mellon to be genuine and to have been signed by the proper party or parties; (f) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to Mellon's actions as depositary specifically covered by this Agreement (or supplementing or qualifying any such actions) of officers of the Purchaser ; (g) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by Mellon hereunder in good faith and in accordance with the advice of such counsel; (h) shall not be called upon at any time to, and shall not, advise any person tendering or considering tendering pursuant to the Offer as to the wisdom of making such tender or as to the market value of any security tendered thereunder or as to any other financial or legal aspect of the Offer or any transactions related thereto; (i) may perform any of its duties hereunder either directly or by or through agents or attorneys; (j) shall not be liable or responsible for any recital or statement contained in the Offer or any other documents relating thereto; (k) shall not be liable or responsible for any failure of the Purchaser to comply with any of their respective obligations relating to the Offer, including without limitation obligations under applicable securities laws; (l) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person, including without limitation the Dealer-Manager; and (m) shall not be liable or responsible for any delay, failure, malfunction, interruption or error in the transmission or receipt of communications or messages through electronic means to or from a Book-Entry Transfer Facility, or for the actions of any other person in connection with any such message or communication. 18. INDEMNIFICATION. The Purchaser agrees to indemnify Mellon for, and hold it harmless from and against, any loss, liability, claim or expense ("Loss") arising out of or in connection with its duties under this Agreement or this appointment, including the costs and expenses of defending itself against any Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon's gross negligence or intentional misconduct. 9 19. LIMITATION OF LIABILITY. (a) In the absence of gross negligence or intentional misconduct on its or its agent's or attorney's part, Mellon shall not be liable for any action taken, suffered, or omitted by it or its agents or attorneys or for any error of judgment made by it or its agents or attorneys in the performance of its or its agent's or attorney's duties under this Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall Mellon be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Mellon has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Mellon will be limited to the amount of fees paid by Purchaser hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Mellon's duties hereunder or the rights of the Purchaser or of any stockholders surrendering certificates for Shares pursuant to the Offer, Mellon shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Mellon may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter, which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Mellon and executed by the Purchaser and each such stockholder and party. In addition, Mellon may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have an interest in the settlement. 20. REPRESENTATIONS, WARRANTIES AND COVENANTS. Purchaser represents, warrants and covenants that (a) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Offer and the execution, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the charter or bylaws of the Purchaser or any indenture, agreement or instrument to which it is a party or is bound, (c) this Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid, binding and enforceable obligation of Purchaser, (d) the Offer will comply in all material respects with all applicable requirements of law and (e) to the best of its knowledge, there is no material litigation pending or threatened as of the date hereof in connection with the Offer. 10 21. NOTICES. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by facsimile, overnight delivery services, or by certified or registered mail, return receipt requested to:
If to Purchaser: with an additional copy to: Delaware Investments Global Dividend and Income Fund, Inc. Richelle S. Maestro, Esquire One Commerce Square General Counsel Philadelphia, PA 19103 Delaware Management Company Attn: A.G. Ciavarelli, Esq. One Commerce Square Tel: 215.255.1591 Philadelphia, PA 19103 Fax: 215.255.1640 Tel: 215.255.1371 aciavarelli@delinvest.com Fax: 215.255. 1640 rsmaestro@delinvest.com If to Mellon: with an additional copy to: Mellon Investor Services LLC Mellon Investor Services LLC Overpeck Centre Overpeck Centre 85 Challenger Road 85 Challenger Road Ridgefield Park, NJ 07660 Ridgefield Park, NJ 07660 Attn: Relationship Administrator Attn: Legal Department Tel: Tel: 201-373-7155 Fax: Fax: 201-373-7166
22. SPECIMEN SIGNATURES. Set forth in Exhibit E hereto is a list of the names and specimen signatures of the persons authorized to act for the Purchaser under this Agreement. The Secretary or any Assistant Secretary of the Purchaser shall, from time to time, certify to Mellon the names and signatures of any other persons authorized to act for the Purchaser under this Agreement. 23. FEES. Whether or not any Shares are tendered or the Offer is consummated, for Mellon's services as depositary hereunder Purchaser shall pay to Mellon compensation in accordance with the fee schedule attached as Exhibit F hereto, together with reimbursement for reasonable out-of-pocket expenses. All amounts owed to Mellon hereunder are due upon receipt of the invoice. Delinquent payments are subject to a late payment charge of one and one half percent commencing forty-five days from the invoice date. 24. TERMINATION. Either party may terminate this Agreement upon 30 days prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until all Shares have been received and paid for. In the event of such termination, the Purchaser will appoint a successor depositary and inform Mellon of the name and address of any successor depositary so appointed, provided that no failure by the Purchaser to appoint such a successor depositary shall affect the termination of this Agreement or the discharge of Mellon as depositary hereunder. Upon any such termination, Mellon shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Mellon shall promptly forward to the Purchaser or its designee any certificate for Shares, Letter of Transmittal or other document that Mellon may hold or receive. 11 25. FORCE MAJEURE. Mellon shall not be liable for any failure or delay arising out of conditions beyond its reasonable control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences. 25A. DISASTER RECOVERY. During the term of this Agreement, Mellon shall maintain commercially reasonable disaster recovery facilities and procedures. 26. MISCELLANEOUS. a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of laws rules or principles. b) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto. c) In the event that any claim of inconsistency between this Agreement and the terms of the Offer arise, as they may from time to time be amended, the terms of the Offer shall control, except with respect to Mellon's duties, liabilities and rights, including without limitation compensation and indemnification, which shall be controlled by the terms of this Agreement. d) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties hereto to the full extent permitted by applicable law. e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties hereto. f) This Agreement may not be assigned by any party without the prior written consent of all parties. g) Sections 17, 18, 19, and 23 hereof shall survive termination of this Agreement. 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written. DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. By: _______________________________________ Name: Title: MELLON INVESTOR SERVICES LLC By:_________________________________________ Name: Title: Exhibit A Offer to Purchase Exhibit B Letter of Transmittal Exhibit C Notice of Guaranteed Delivery Exhibit D List of Affiliates Exhibit E List of Authorized Representatives Exhibit F Schedule of Fees 13 EXHIBIT A OFFER TO PURCHASE 14 EXHIBIT B LETTER OF TRANSMITTAL 15 EXHIBIT C NOTICE OF GUARANTEED DELIVERY 16 EXHIBIT D LIST OF AFFILIATES
Shareholder Certificate Numbers of Shares ----------- ------------------------------
17 EXHIBIT E LIST OF AUTHORIZED REPRESENTATIVES
Name Title Specimen Signature - ---- ----- ------------------ __________________ ____________________ __________________ __________________ ____________________ __________________ __________________ ____________________ __________________ __________________ ____________________ __________________
18 EXHIBIT F 19 EX-99 9 ex99d2.txt EXHIBIT 99.(D)(2) EXHIBIT (d)(2) 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 weekly 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 DIVIDEND AND INCOME FUND, INC. Business Trust 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: /s/ 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 weekly net assets) Fund Name Effective Date Annual Rate* - ---------- --------------- -------------------------- Delaware Group Global January 1, 1999 0.70% Dividend and Income Fund, Inc.
*For the purposes of calculating the fee, the Fund's average weekly net assets will be deemed to be average weekly value of the Fund's total assets minus the sum of the Fund's liabilities (which liabilities exclude the aggregate liquidation preference of any outstanding preferred stock or the outstanding amount of borrowing or short-term debt securities). -5- EX-99 10 ex99d3.txt EXHIBIT 99.(D)(3) EXHIBIT (d)(3) MELLON INVESTOR SERVICES LLC - -------------------------------------------------------------------------------- SERVICE AGREEMENT AND FEE SCHEDULE FOR TRANSFER AGENT SERVICES TO Delaware Group Global Dividend and Income Fund, Inc. Date: December 8, 2000 - -------------------------------------------------------------------------------- TRANSFER AGENT AGREEMENT MELLON INVESTOR SERVICES LLC T A AGREEMENT - -------------------------------------------------------------------------------- THIS TRANSFER AGENT AGREEMENT between Delaware Group Global Dividend and Income Fund, Inc., a Maryland corporation ("Client"), and Mellon Investor Services LLC, a New Jersey limited liability company ("Mellon Investor Services"), is dated as of December 8, 2000. 1. Appointment. Client appoints Mellon Investor Services as its transfer agent, registrar and dividend disbursing and dividend reinvestment agent and Mellon Investor Services accepts such appointment in accordance with the following terms and conditions for all authorized shares of each class of stock listed in Exhibit A hereto (the "Shares"). 2. Term of Agreement. (a) This Agreement shall commence on the date hereof and shall continue for a term of three years. This Agreement shall remain in effect after the initial three year period until terminated. Either party may terminate this Agreement upon sixty (60) days written notice to the other party. (b) In the event this Agreement is terminated by Client, Client's notice must include a certified resolution of the Board of Directors of Client to such effect, instructions as to the disposition of records, as well as any additional documentation reasonably requested by Mellon Investor Services. Except as otherwise expressly provided in this Agreement, the respective rights and duties of Client and Mellon Investor Services under this Agreement shall cease upon termination of the appointment. 3. Duties of Mellon Investor Services. Mellon Investor Services shall, subject to payment of Mellon Investor Services' fees and expenses as set forth in the Exhibits hereto, provide to Client the customary services provided by a transfer agent, registrar and dividend disbursing and dividend reinvestment agent, including the services listed in Exhibit B hereto. 4. Representations and Warranties of Client. Client represents, warrants and covenants to Mellon Investor Services that: (a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; (c) any Shares to be issued hereunder, when issued shall have been duly registered under the Securities Act of 1933, as amended, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Securities Exchange Act of 1934, as amended, or shall be exempt from such registration; (d) Client has paid or caused to be paid all taxes, if any, which were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof; (e) The execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under the charter or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction or result in a material breach of, or constitute a material default under, any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with its terms, except as may be MELLON INVESTOR SERVICES LLC T A AGREEMENT - -------------------------------------------------------------------------------- limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) Client agrees to provide the documentation and notifications listed in Exhibit C hereto. 5. Compensation and Expenses. Client shall compensate Mellon Investor Services for its services hereunder in accordance with the fee schedules listed in Exhibit D hereto. Such fees may be adjusted by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers (CPI-U) United States City Average, 1982-84= 100, as published by the U.S. Department of Labor, Bureau of Labor Statistics. In accordance with Exhibit D hereto, Client shall reimburse Mellon Investor Services for all reasonable expenses, disbursements or advances incurred by it in accordance herewith All amounts owed to Mellon Investor Services hereunder are due upon receipt of the invoice. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Client agrees to reimburse Mellon Investor Services for any attorney's fees and any other costs associated with collecting delinquent payments. Mellon Investor Services may suspend transfers and/or terminate this Agreement upon thirty (30) days prior written notice if (i) Client fails to pay fees hereunder or (ii) any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against Client, Client shall become insolvent, or shall cease paying its obligations as they become due or makes any assignment for the benefit of its creditors. 6 Scope of Agency. (a) Mellon Investor Services shall act solely as agent for Client under this Agreement and owes no duties hereunder to any other person. Mellon Investor Services undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon Investor Services. (b) Mellon Investor Services may rely upon, and shall be protected in acting or refraining from acting upon, (i) any Client communication authorized by this Agreement; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon Investor Services), predecessor Registrar or co-Registrar, and; (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper or document believed by Mellon Investor Services to be genuine and to have been signed or given by the proper party or parties In addition, Mellon Investor Services is authorized to refuse to make any transfer it deems improper. (c) Mellon Investor Services may consult with reputable legal counsel in respect of questions of law which arise in connection with the performance of Mellon Investor Services' duties under this Agreement, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Mellon Investor Services hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by Client to Mellon Investor Services orally, as permitted by any provision of this Agreement, shall be confirmed in writing by Client as soon as practicable. Mellon Investor Services shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 6(d). (e) Mellon Investor Services shall not be obligated to take any legal action hereunder; if, however, Mellon Investor Services determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon Investor Services' judgment subject or expose Mellon Investor Services to any expense or liability, Mellon Investor Services shall not be required to act unless Mellon Investor Services shall have been furnished with an indemnity satisfactory to Mellon Investor Services. MELLON INVESTOR SERVICES LLC T A AGREEMENT - -------------------------------------------------------------------------------- 7. Indemnification. (a) Client shall indemnify Mellon Investor Services for, and hold it harmless against, any loss, liability, claim or expense ("Loss") arising out of or in connection with Mellon Investor Services' duties under this Agreement, including the costs and expenses of defending itself against any Loss, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon Investor Services' negligence, bad faith or willful misconduct. (b) Mellon Investor Services shall indemnify Client for, and hold it harmless against, any Loss arising out of or in connection with Mellon Investor Services' duties under this Agreement, including the costs and expenses of defending itself against any Loss, to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon Investor Services' negligence, bad faith or willful misconduct. 8 Limitation of Liability. (a) In the absence of negligence, bad faith or intentional misconduct on its part, Mellon Investor Services shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement, In no event will Mellon Investor Services be liable for special, indirect, incidental or consequential loss or damages of any kind whatsoever (including but not limited to lost profits), even if Mellon Investor Services has been advised of the possibility of such damages. Any liability of Mellon Investor Services will be limited to the aggregate amount of fees paid by Client and each of Client's affiliates listed in Exhibit E hereto (the "Affiliated Funds") to Mellon Investor Services during the twelve (12) month period immediately prior to the event which gave rise to such liability (such aggregate amount of fees to be calculated without offsetting any damages paid to the Affiliated Funds by Mellon Investor Services pursuant to their respective agreements with Mellon Investor Services); provided, however, that if such event has occurred prior to the first anniversary of the date hereof, Mellon Investor Services' liability shall be limited to the average aggregate monthly fee paid by Client and the Affiliated Funds to Mellon Investor Services during the expired term of this Agreement, multiplied by twelve (12). (b) In the event any question or dispute arises with respect to Mellon Investor Services' duties hereunder, Mellon Investor Services shall not be required to act or be held liable or responsible for its failure or refusal to act until the question or dispute has been (i) judicially settled (and, if appropriate, either may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction that is binding on all parties interested in the matter and is no longer subject to review or appeal, or (ii) settled by a written document in form and substance satisfactory to Mellon Investor Services and executed by Client, In addition, Mellon Investor Services may require for such purpose, but shall not be obligated to require, the execution of such written settlement by parties that may have an interest in the settlement. 9. Force Majeure. Mellon Investor Services shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control, including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, civil disobedience, riots, rebellions, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, fires, earthquakes, storms, floods, acts of God or similar occurrences. 10. Market Data. Client acknowledges that Mellon Investor Services may provide real-time or delayed quotations and other market information and messages ("Market Data"), which Market Data is MELLON INVESTOR SERVICES LLC T A AGREEMENT - -------------------------------------------------------------------------------- provided to Mellon Investor Services by certain national securities exchanges and associations who assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Client agrees and acknowledges that Mellon Investor Services shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof. 11. Notices. All notices, demands and other communications shall be in writing and sent or delivered to the addresses indicated on the signature page hereof. Notice will be effective on the date that it is received. 12. Nondisclosure. Mellon Investor Services shall not disclose any "nonpublic personal information" (as such term is defined in Regulation S-P) pertaining to the Client's shareholders to any third party or use such information other than for the purposes of providing the services contemplated by this Agreement, other than as required or permitted by law, regulation or judicial or administrative order. 13. Miscellaneous. (a) Amendments. This Agreement may not be amended or modified in any manner except by a written agreement signed by both Mellon Investor Services and Client. (b) Governing law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law. (c) Survival of Terms. The obligations of Client under Sections 5, 7 and 8 shall survive the termination of this Agreement. (d) Assignment. This Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay. Any attempted assignment in violation of the foregoing will be void. (e) Headings. The headings contained in this Agreement are for the purposes of convenience only and are not intended to define or limit the contents of this Agreement. (f) Severance. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to violate a law, it will be severed from the rest of the Agreement and ignored. (g) Counterparts. This Agreement may be executed manually in any number of counterparts, each of which such counterparts, when so executed and delivered, shall be deemed an original, and all such counterparts when taken together shall constitute one and the same original instrument. (h) Entire Agreement. This Agreement constitutes the entire of the parties with respect to the subject matter hereof and merges all prior written or oral communications, understandings, and agreements with respect to the subject matter of this Agreement The parties acknowledge that the Exhibits hereto are an integral part of this Agreement. (i) Benefits of this Agreement. Nothing in this Agreement shall be construed to give any person or entity other than Mellon Investor Services and Client any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of Mellon Investor Services and Client. MELLON INVESTOR SERVICES LLC T A AGREEMENT - -------------------------------------------------------------------------------- WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written. Delaware Group Global Dividend and Income Fund, Inc. By: /s/ Michael P. Bishof -------------------------------- Name: Michael P. Bishof Title: Senior Vice President/Treasurer Address: One Commerce Square City, State: Philadelphia, PA 19103 TEL/FAX: 215-255-2852 / 215-255-1645 MELLON INVESTOR SERVICES LLC By: /s/ Beverly A. Verrico -------------------------------- Name: Beverly A. Verrico Title: Vice President NOTICE ADDRESS: Address: 44 Wall Street - 7th Floor City, State: New York, NY 10005 TEL/FAX: 917-320-6234 / 917-320-6309/10 E-Mail: bverrico@chasemellon.com WITH COPY TO: Address: 85 Challenger Road, Overpeck Centre --------------------------------------- City, State: Ridgefield Park, New Jersey 07660 --------------------------------------- Attn.: Legal Department --------------------------------------- TEL/FAX: 201-373-7155 / 201-373-7166 --------------------------------------- MELLON INVESTOR SERVICES LLC EXHIBIT A - -------------------------------------------------------------------------------- STOCK SUBJECT TO THE AGREEMENT Number of Number of Authorized Shares Authorized Shares Issued and Reserved for Outstanding Future Issuance Number of (including Under Existing Class of Stock Authorized Shares Treasury Shares) Agreements - ------------------- ----------------- ----------------- ----------------- 1. Common Stock 500,000,000 6,707,447 0 2. 3. 4. MELLON INVESTOR SERVICES LLC EXHIBIT B - -------------------------------------------------------------------------------- SERVICES TO BE PROVIDED Account Maintenance Functions o Opening new accounts o Posting debits and credits o Maintaining certificate history o Placing and releasing stop transfer notations o Consolidating accounts o Coding accounts requiring special handling (e.g. "bad address," "do not mail," "VIP," etc.) o Processing address changes o Responding to shareholder correspondence o Providing a dedicated 800 phone number for shareholder inquiries o Obtaining and posting Taxpayer Identification Number certifications pursuant to IDTCA regulations o Maintaining closed accounts for the purpose of research and tax reporting o Purging closed accounts that meet selective criteria o Providing unlimited on-line access to shareholder records o Training on system access Certificate Issuance Functions o Qualifying under the rules of the NYSE and AMEX to act in the dual capacity as transfer agent and registrar o Maintaining mail and window facilities for the receipt of transfer requests o Maintaining and securing unissued certificate inventory and supporting documents o Examining issuance or transfer requests to ensure that proper authority is being exercised o Verifying (to the extent possible) that surrendered certificates are genuine and have not been altered o Verifying that original issuances are properly authorized and have necessary regulatory approval o Verifying that Shares issued equal the amount surrendered o Verifying that no stop orders are held against the surrendered certificates o Issuing and registering new certificates o Recording canceled and issued certificates by registration, certificate number and Shares o Canceling surrendered certificates and storing for two years o Delivering completed transfers o Processing restricted and legal transfers upon presentment of appropriate supporting documentation o Preparing Daily Transfer or Management Summary Journals o Replacing lost, destroyed or stolen certificates provided that Mellon Investor Services is in receipt of (a) evidence acceptable to it of the loss, theft or destruction, and (b) a surety bond acceptable to Mellon Investor Services sufficient to indemnify and hold it and Client harmless (charge imposed on shareholder) MELLON INVESTOR SERVICES EXHIBIT B - -------------------------------------------------------------------------------- Proxy and Annual Meeting Functions o Identifying broker/nominee account requirements to determine amount of sets of material needed o Preparing and mailing proxy material and Annual Report to registered shareholders o Suppressing the mailing of multiple Annual Reports to households requesting it o Tabulating proxies (both scanner and manual) returned by shareholders o Identifying shareholders who will attend the Annual Meeting o Providing Inspector(s) of Election for the Annual Meeting o Supporting efforts of any proxy solicitor o Preparing list of record date holders o Preparing report of final vote o Providing remote access to proxy tabulation system o Maintaining an automated link with DTC and ADP to receive transmissions of broker votes o Processing omnibus proxies for respondent banks Dividend Disbursement Functions o Preparing and mailing checks o Reconciling checks o Preparing payment register in list or microfiche form o Withholding and filing taxes for non-resident aliens and others o Filing federal tax information returns o Processing "B" and "C" Notices received from the IRS o Mailing required statements (Form 1099) to registered holders o Maintaining stop files and issuing replacement checks o Maintaining payment orders and addresses o Maintaining records to support escheat filings o ACH, Direct Deposit Services Dividend Reinvestment Services o Opening and maintaining participant accounts o Processing reinvestments where appropriate o Preparing participant statements of account, after each transaction, showing activity for current period o Processing liquidations and terminations according to plan specifications o Providing periodic investment reports to Client o Preparing Form 1099B to report sale proceeds Other Services Associated with this Agreement o Preparing shareholder listings and labels o Preparing analytical reports o Mailing quarterly or periodic reports MELLON INVESTOR SERVICES EXHIBIT B - -------------------------------------------------------------------------------- If requested, the following services are subject to additional fee: Abandoned Property Services Employee Stock Purchase Plan Administration Information Agency Employee Stock Option Plan Administration Secondary Offerings or Closings Simultaneous Exercise Sell Program Confidential Proxy Voting Bank/Broker Distributions Intranet / Internet / Telephone Voting Special Shareholder Meeting Consulting Corporate Stock Buy-Backs Custodian Services Escrow Services Direct Equity Programs & Dividend Reinvestment Programs Special Cash/Stock Dividends/Splits Exchange/ Tender Offers and Processing Proxy Solicitation StockWatch (Beneficial Ownership Identification) Logistics Services The Edge (Internet Chat Room Surveillance) Rights Agency Storing Cancelled Certificates (Beyond Initial Two Years) Specialized Reportings Foreign Tax Reclaim Processing
MELLON INVESTOR SERVICES EXHIBIT C - -------------------------------------------------------------------------------- DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MELLON INVESTOR SERVICES LLC UPON EXECUTION OF THIS AGREEMENT Client shall provide Mellon Investor Services an executed copy of this Agreement, along with the following: 1. An adequate supply of Share certificates. 2. A copy of the resolutions adopted by the Board of Directors of Client appointing Mellon Investor Services as Transfer Agent and/or Registrar and Dividend Disbursing Agent, as the case may be, duly certified by the Secretary or Assistant Secretary of Client under the corporate seal. 3. A copy of the Certificate of Incorporation of Client, and all amendments thereto, certified by the Secretary of State of the state of incorporation. 4. A copy of the By-laws of Client as amended to date, duly certified by the Secretary of Client under the corporate seal. 5. A certificate of the Secretary or an Assistant Secretary of Client, under its corporate seal, stating that: a) this Agreement has been executed and delivered pursuant to the authority of Client's Board of Directors; b) the attached specimen Share certificate(s) are in substantially the form submitted to and approved by Client's Board of Directors for current use and the attached specimen Share certificates for each Class of Stock with issued and outstanding Shares are in the form previously submitted to and approved by Client's Board of Directors for past use; c) the attached list of existing agreements pursuant to which Shares have been reserved for future issuance specifying the number of reserved Shares subject to each such existing agreement and the substantive provisions thereof, is true and complete, or no Shares have been reserved for future issuance; d) each shareholder list provided is true and complete (such certification may state that it is based upon the certification of the predecessor Transfer Agent or predecessor Registrar that prepared the list) or no Shares are outstanding; e) the name of each stock exchange upon which any of the Shares are listed and the number and identity of the Shares so listed; f) the name and address of each co-Transfer Agent, Registrar (other than Mellon Investor Services) or co-Registrar for any of the Shares and the extent of its appointment, or there are no co-Transfer Agents, Registrars (other than Mellon Investor Services) or co-Registrars for any of the Shares; and MELLON INVESTOR SERVICES EXHIBIT C - -------------------------------------------------------------------------------- g) the officer(s) of Client, who executed this Agreement as well as any certificates or papers delivered to Mellon Investor Services pursuant to this Agreement, were validly elected to, and the incumbents of, the offices they purported to hold at the time of such execution and delivery, and that their signatures on all documentation are genuine; and upon which is subscribed a certificate of an officer of Client, other than the officer executing the certificate of the Secretary, stating that the person who executed the certificate of the Secretary was validly elected to, and is the Secretary or an Assistant Secretary of Client and that his signature on the certificate is genuine. 6. A shareholder list, preferably in machine readable format, certified as true and complete by the person preparing the list, for the issued and outstanding Shares, setting forth as to each holder, his/her name and address, tax identification number certified by the shareholder pursuant to requirements of the Internal Revenue Code and applicable regulations, the number of Shares held, the Share certificate numbers and the existence of any stop orders or other transfer restrictions. 7. Opinion of counsel for Client (including internal counsel), addressed to Mellon Investor Services, to the effect that: a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; b) the Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; c) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with it terms, except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally. 8. A completed Internal Revenue Service Form 2678. MELLON INVESTOR SERVICES EXHIBIT C - -------------------------------------------------------------------------------- NOTIFICATION OF CHANGES Client shall promptly notify Mellon Investor Services of the following: 1. Any change in the name of Client, amendment of its certificate of incorporation or its by-laws; 2. Any change in the title of a Class of Stock from that set forth in Column 1 of Exhibit A; 3. Any change in the Number of Authorized Shares from that set forth in Column 2 of Exhibit A; 4. Any change in existing agreements or any entry into new agreements changing the Number of Authorized Shares Reserved for Future Issuance Under Existing Agreements from that listed in Column 4 of Exhibit A hereto; 5. Any change in the number of outstanding Shares subject to stop orders or other transfer limitations; 6. The listing or delisting of any Shares on any stock exchange; 7. The appointment after the date hereof of any co-Transfer Agent, Registrar (other than Mellon Investor Services) or any co-Registrar for any of the Shares; 8. The merger of Client into, or the consolidation of Client with, or the sale or other transfer of the assets of Client substantially as an entirety to, another person; or the merger or consolidation of another person into or with Client; and 9. Any other change in the affairs of Client of which Mellon Investor Services must have knowledge to perform properly its duties under this Agreement. EXHIBIT D MELLON INVESTOR SERVICES LLC FEE SCHEDULE - -------------------------------------------------------------------------------- Delaware Group Global Dividend and Income Fund, Inc. - -------------------------------------------------------------------------------- INITIAL TERM OF AGREEMENT:...............................THREE (3) YEARS FEES NOT SUBJECT TO INCREASE:..............................TWO (2) YEARS (During initial term only) - -------------------------------------------------------------------------------- SERVICE FEES - -------------------------------------------------------------------------------- FLAT MONTHLY FEE...............................................$1,031.25 PER REINVESTMENT STATEMENT FEE.....................................$0.30 - -------------------------------------------------------------------------------- THE ABOVE FEE WILL BE CHARGED FOR ALL SERVICES LISTED IN EXHIBIT B AND WILL BE SUBJECT TO THE FOLLOWING ANNUAL ALLOWANCES: - -------------------------------------------------------------------------------- Number of open accounts maintained ..................................275 Number of certificates and/or book-entry credits ....................100 Number of options/restricted/legal items processed ...................50 Number of dividends paid, per fund ...................................12 Number of quarterly report mailings .................................N/A Number of other mailings per year (one enclosure) .....................1 Number of enclosures--annual meeting mailing ..........................4 Number of shareholder telephone inquiries ............................75 Number of shareholder written inquiries ..............................50 Number of lists, labels, reports, analyses ............................8 Number of Inspectors of Election ......................................2 Number of respondent bank omnibus proxies ............................10 Number of DWAC transactions ..........................................10 - -------------------------------------------------------------------------------- TO THE EXTENT THE ABOVE ANNUAL ALLOWANCES ARE EXCEEDED, THE FOLLOWING FEES WILL APPLY: - -------------------------------------------------------------------------------- For each account maintained above 275 (per year) ...........$ 5.50 For each option /restricted/legal items processed ..........$ 20.00 For each certificate issued or book-entry credit posted ....$ 2.00 For each shareholder telephone inquiry .....................$ 5.25 For each shareholder written inquiry .......................$ 10.00 Mailings ...................................................See Attached Lists/Labels/Analyses ......................................See Attached For each additional Inspector of Election ..................$ 500.00 For each respondent bank omnibus proxy .....................$ 100.00 For each additional DWAC transaction .......................$ 25.00 - -------------------------------------------------------------------------------- EXHIBIT D MELLON INVESTOR SERVICES LLC FEE SCHEDULE - -------------------------------------------------------------------------------- EXPENSES AND OTHER CHARGES Fees and Out of Pocket Expenses. All charges and fees, out of pocket costs, expenses and disbursements of Mellon Investor Services are due and payable by Client upon receipt of an invoice from Mellon Investor Services. Client shall pay for estimated postage by mail date. The cost of stationery and supplies, such as transfer sheets, dividend checks, etc., together with any disbursement for telephone, postage, mail insurance, travel for annual meeting, link-up charges for ADP/IECA, tape charges from DTC, etc, are billed in addition to the above fees. For companies who participate in the Direct Registration System (DRS), Mellon Investor Services will provide a "sell" feature for liquidation of book-entry shares held on behalf of a shareholder. Upon receipt of a sell request by the registered shareholder, Mellon Bank, N.A. will process the request and remit the proceeds to the shareholder in the form of a check (less the appropriate fees). The charge for each such sale is $15.00 plus $0.12 per share. Initial Fee. A fee of $3,500 is payable at signing of the Service Agreement for the additional activities associated with the acceptance of this appointment. Initial public offerings (IPO's) will include the issuance of up to 100 additional certificates/bookentry debits, Certificates/bookentries issued/processed in excess of that amount will be charged at $2.00 per certificate/debit. Secondary offerings will be assessed at the time of the appointment. Termination Fee. In the event Client terminates this Agreement, the Client shall pay Mellon Investor Services a fee of two dollars ($2.00) per registered shareholder account, per fund then maintained for the Client on Mellon Investor Services' records, subject to a minimum fee of three thousand five hundred dollars ($3,500.00) for each fund. This fee, subject to change upon written notification to the Client by Mellon Investor Services, is separate from any other amounts payable by the Client to Mellon Investor-Services incidental to such termination, such as, the cost to produce and ship records, reports and unused certificate stock to a successor agent. It is also separate from any other fees for services under this Agreement, which would be accrued and payable by the Client to Mellon Investor Services prior to such termination Mellon Investor Services may withhold the Client's records, reports and unused certificate stock from a successor agent pending the Client's payment in full of its fees and expenses owed under this Agreement. Conversion. There is usually no charge for converting the Client's files to Mellon Investor Services' system with the exception of outstanding check history from the current agent's file. A review of the current rules and formats will be made to determine if any situation exists which will require extraordinary effort to complete the conversion Any charge will be discussed with the Client prior to work commencing. Interest. In the event Client shall default in the payment of any such charges, such defaulted sums shall bear interest or finance charges at the maximum applicable legal rate and all costs and expenses of effecting collection of any said sums, including a reasonable attorney's fee, shall be paid by Client. Legal, Technological Expenses. Certain legal expenses may be incurred in resolving matters not anticipated in the normal course of business This may result in a separate charge to cover our expenses in resolving such matters; provided that any legal expenses charged to the Client shall be reasonable. In the event any Federal regulation and/or state or local law are enacted which require Mellon Investor Services to make any technological improvements and/or modifications to our current system, Client shall reimburse Mellon Investor Services, on a pro rata basis proportionate to the Client's registered shareholder base, for the costs associated with making such required technological improvements and/or modifications. Other Services. Fees for any services not specified, such as maintaining mail lists, storing canceled certificates after the initial two year period, escheating unclaimed property to the states, stock splits, exchanges, tenders, solicitation mailings and coding of dividend reinvestment and ACH accounts, etc., MELLON INVESTOR SERVICES LLC FEE SCHEDULE - -------------------------------------------------------------------------------- will be based on Mellon Investor Services' standard fees at the time of the request or, if no standard fees have been established, an appraisal of the work to be performed. MELLON INVESTOR SERVICES LLC FEE SCHEDULE - -------------------------------------------------------------------------------- LISTS / LABELS / ANALYSES LISTS Per name listed .................................... $0.05 LABELS Per label printed .................................. $0.05 ANALYSES Per name passed on data base ....................... $0.02 Per name listed in report .......................... $0.05 (MINIMUM charge for each of the above services is $250.00.) OUT-OF-POCKET EXPENSES Any expenses of this nature, which include but are not limited to telephone, facsimile transmissions, postage, insurance, messenger, stationery, etc., will be billed in addition to the above stated fees. Estimated Postage is payable in advance. MELLON INVESTOR SERVICES LLC FEE SCHEDULE - -------------------------------------------------------------------------------- MAILING SERVICES ADDRESSING Addressing mailing medium (per name)................ $0.05 AFFIXING Affixing labels (per label)......................... $0.03 INSERTING Inserting Enclosures (Machine) 1st Enclosure (per piece)........................$0.050 2nd Enclosure (per piece)........................$0.025 3rd Enclosure (per piece)........................$0.020 4th Enclosure (per piece)........................$0.015 Inserting Enclosures (Manual) Charge will be determined based on analysis of work to be performed. (MINIMUM charge for each of the above services is $250.00.) OUT-OF-POCKET EXPENSES Any expenses of this nature, which include but are not limited to telephone, facsimile transmissions, postage, insurance, messenger, stationery, etc., will be billed in addition to the above stated fees. Estimated Postage is payable in advance. MELLON INVESTOR SERVICES LLC DOCUMENTATION CHECKLIST - -------------------------------------------------------------------------------- Delaware Group Global Dividend and Income Fund, Inc. APPOINTMENT DOCUMENTATION LIST
- ---------------------------------------------------------------------------------------------------------------- DOCUMENT RECEIVED DATE COMMENTS - ---------------------------------------------------------------------------------------------------------------- 1. Service Agreement |_| date Execute, return to Mellon Investor Services - ---------------------------------------------------------------------------------------------------------------- 2. Certificate of Incorporation |_| - ---------------------------------------------------------------------------------------------------------------- 3. By-Laws, with Amendments |_| - ---------------------------------------------------------------------------------------------------------------- 4. Board Resolution Appointing |_| Mellon Investor Services - ---------------------------------------------------------------------------------------------------------------- 5. Opinion of Counsel, addressed |_| to Mellon Investor Services - ---------------------------------------------------------------------------------------------------------------- 6. Specimen Stock Certificate |_| Obtain from Bank Note Company - ---------------------------------------------------------------------------------------------------------------- 7. Secretary's Certificate |_| See Exhibit C. Sec. 5, a-g - ---------------------------------------------------------------------------------------------------------------- 8. Specimen Signature of |_| Authorized Officers Form Enclosed - ---------------------------------------------------------------------------------------------------------------- 9. Form 2678; Employer Appointment of Agent |_| IRS Form, enclosed - ----------------------------------------------------------------------------------------------------------------
See Exhibit C for details IPO CLOSING CHECK LIST - N/A
- ---------------------------------------------------------------------------------------------------------------- DOCUMENT RECEIVED DATE COMMENTS - ---------------------------------------------------------------------------------------------------------------- 1. Registration Statement |_| - ---------------------------------------------------------------------------------------------------------------- 2. Listing Application |_| - ---------------------------------------------------------------------------------------------------------------- 3. Prospectus |_| - ---------------------------------------------------------------------------------------------------------------- 4. Authorization from Company to accept Issuance Instructions from Underwriter |_| - ---------------------------------------------------------------------------------------------------------------- 5. Issuance Instructions |_| - ---------------------------------------------------------------------------------------------------------------- 6. Text of Restrictive Legend, if any |_| - ---------------------------------------------------------------------------------------------------------------- 7. Delivery Instructions |_| - ---------------------------------------------------------------------------------------------------------------- 8. Cross receipt, Company & Underwriter |_| - ---------------------------------------------------------------------------------------------------------------- 9. Closing Memo |_| - ----------------------------------------------------------------------------------------------------------------
MELLON INVESTOR SERVICES LLC DOCUMENTATION CHECKLIST - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MELLON INVESTOR SERVICES LLC AUTHORIZED AND SPECIMEN SIGNATURES - -------------------------------------------------------------------------------- THE FOLLOWING ARE THE AUTHORIZED AND SPECIMEN SIGNATURES OF THE COMPANY - -------------------------------------------------------------------------------- Delaware Group Global Dividend and Income Fund, Inc. - -------------------------------------------------------------------------------- ADDRESS - -------------------------------------------------------------------------------- TYPE NAME CHAIRMAN OF THE SIGNATURE BOARD - -------------------------------------------------------------------------------- TYPE NAME PRESIDENT SIGNATURE - -------------------------------------------------------------------------------- TYPE NAME VICE SIGNATURE PRESIDENT - -------------------------------------------------------------------------------- TYPE NAME VICE SIGNATURE PRESIDENT - -------------------------------------------------------------------------------- TYPE NAME TREASURER SIGNATURE - -------------------------------------------------------------------------------- TYPE NAME ASSISTANT SIGNATURE TREASURER - -------------------------------------------------------------------------------- TYPE NAME ASSISTANT SIGNATURE TREASURER - -------------------------------------------------------------------------------- TYPE SECRETARY SIGNATURE - -------------------------------------------------------------------------------- TYPE NAME ASSISTANT SIGNATURE SECRETARY - -------------------------------------------------------------------------------- TYPE NAME ASSISTANT SIGNATURE SECRETARY - -------------------------------------------------------------------------------- TYPE NAME GENERAL SIGNATURE COUNSEL - -------------------------------------------------------------------------------- TYPE NAME SIGNATURE - -------------------------------------------------------------------------------- I, ___________________ SECRETARY OF _______________________ DO HEREBY CERTIFY THAT THE ABOVE SIGNATUES ARE TRUE SPECIMENS OF THE SIGNATURES OF THE OFFICERS OF THIS CORPORATION WHO NOW HOLD THE OFFICE SET FORTH OPPOSITE THEIR RESPECTIVE NAMES DATED __________________ _________________________________ CORPORATE SEAL SECRETARY - -------------------------------------------------------------------------------- MELLON INVESTOR SERVICES LLC Exhibit E - -------------------------------------------------------------------------------- LIST OF AFFILIATED FUNDS Delaware Group Dividend and Income Fund, Inc. ("DDF") Voyageur Arizona Municipal Income Fund, Inc. ("VAZ") Voyageur Colorado Insured Municipal Income Fund, Inc. ("VCF") Voyageur Florida Insured Municipal Income Fund ("VFL") Voyageur Minnesota Municipal Income Fund, Inc. ("VMN") Voyageur Minnesota Municipal Income Fund II, Inc. ("VMM") Voyageur Minnesota Municipal Income Fund III, Inc. ("VYM") EX-99 11 ex99d4i.txt EXHIBIT 99(D)(4)(I) EXHIBIT (d)(4)(i) SCHEDULE B FUND ADMINISTRATION AND ACCOUNTING AGREEMENT COMPENSATION SCHEDULE EFFECTIVE AS OF MAY 19, 2005 DELAWARE INVESTMENTS CLOSED-END FUNDS The Company shall pay the Accounting Agent a monthly fee at an annual rate of 0.04% 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, or the American Stock Exchange, as the case may be, 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. In addition, the Accounting Agent shall be entitled to reimbursement of out-of-pocket expenses paid on behalf of the Company. In addition to the foregoing, in the conduct of the business of the parties to this Agreement and in the performance of this Agreement, each party will bear its allocable portion of expenses common to each. AGREED AND ACCEPTED: DELAWARE SERVICE COMPANY, INC. By: _____________________________________ Name: Douglas L. Anderson Title: Senior Vice President/Operations DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III, INC. By: _______________________________________________ Name: Jude T. Driscoll Title: Chairman/President/Chief Executive Officer EX-99 12 ex99d5iii.txt EXHIBIT 99(D)(5)(III) EXHIBIT (d)(5)(iii) AMENDMENT, dated July 1, 2001 to the May 1, 1996 Global Custody Agreement ("Agreement"), between those registered investment companies listed on Schedule A to the Agreement (each a "Customer"), having a place of business at One Commerce Square, 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 Investment Company Rider dated November 20, 1997 thereto and inserting, in lieu thereof, the following Rider: I 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 where Bunk has not acted as Foreign Custody Manager with respect to the selection thereof Bank shall notify Customer in the event that it elects to add any such entity II Add the following language to the end of Section 3 of the Agreement: (i) 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 I7f-5(a)(7); and (b) an "Eligible Foreign Custodian," which, as defined in rule 17f-5(a)(l) and (5), 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, and (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 Saws of a country other than the United States In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC (ii) The term "securities depository" as used herein shall mean the following when referring to a securities depository located: (a) outside the US., an "Eligible Securities Depository" which, in turn, shall have the same meaning as in rule 17f-7(b)(l)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt by an SEC exemptive order, rule or other appropriate SEC action, except that prior to the compliance date with rule 17f-7 for a particular securities depository the term "securities depository" shall be as defined in (a)(l)(ii)-(iii) of the 1997 amendments to rule 17f-5 (b) in the U S , a "securities depository" as defined in SEC rule 17f-4(a) (iii) For purposes of clarity, it is understood and agreed that the term Subcustodian shall not include any securities depository. For purposes of the provisions of the Agreement imposing liability on Bank, the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. III Add new Section 16 to the Agreement as follows: 16 Compliance with Securities and Exchange Commission 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)(3)), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(l), as the same may be amended from time to time, or that have otherwise been exempted by SEC exemptive order, rule or other appropriate SEC action) to hold Customer's Foreign Assets, and (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)). (b) In connection with the foregoing, Bank shall: (i) provide written reports notifying Customer's Board of the placement of Foreign Assets with particular Eligible Foreign Custodians and of any material change 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 but until further notice from Customer requesting a different schedule, such reports shall be provided not less than quarterly in summary form, with a more detailed report annually; (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 Foreign Assets would exercise; (iii) in selecting an Eligible Foreign Custodian, first have determined that Foreign 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)(l)(i)-(iv); (iv) determine that the written contract with the Eligible Foreign Custodian requires that the Eligible Foreign Custodian will provide reasonable care for Foreign Assets based on the standards applicable to custodians in the relevant market as provided in rule 17f-5(c)(2); and (v) have established a system to monitor the continued appropriateness of maintaining Foreign Assets with particular Eligible Foreign Custodians and performance of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford Foreign Assets reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign Assets Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank (c) Except as expressly provided herein and in Section 17 hereof, Customer shall be solely responsible to assure that the maintenance of Foreign Assets hereunder complies with the rules, regulations, interpretations and exemptive orders promulgated by or under the authority of the SEC. (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 Investment Company Act of 1940, as amended (the "1940 Act") as the same may be amended from time to time; (2) its Board (or other governing body) has determined that it is reasonable to rely on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board (or other governing body) or its investment adviser shall have determined that Customer may maintain Foreign Assets in each country in which Customer's Foreign Assets shall be held hereunder and determined to accept the risks arising therefrom (including, but not limited to, a country's financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and the like) (collectively ("Country 2 Risk")) Nothing contained herein shall require Bank to make any selection on behalf of Customer that would entail consideration of Country Risk and, except as may be provided in (e) below, to engage in any monitoring of Country Risk (e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1-A hereto Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information IV Add the following language to the end of the First sentence of Section 4(d) of the Agreement: "or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws." V Add a new Section 17 to the Agreement as follows: 17 Compliance with Securities and Exchange Commission rule 17f-7 ("rule 17f-7") (a) Bank shall, for consideration by Customer, provide an analysis in accordance with rule 17f-7(a)(l)(i)(A) of the custody risks associated with maintaining Customer's Foreign Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer's Foreign Assets at such Depository) and at which any Foreign Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank's Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its Foreign Assets held. Bank shall monitor the custody risks associated with maintaining Customer's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks (b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 17(a) above. (c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 1-B hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Appendix I-B hereto, and as the same may be amended on notice to Customer from time to time) (d) Bank need not commence performing any of the duties set forth in this Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is prepared to commence such duties prior to such date as to particular depositories ********************** IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written Customer THE CHASE MANHATTAN BANK By: /s/ David K. Downes By: ------------------------ ------------------------ Name: Name: Title: Title: Date: July 1, 2001 Date: July 1, 2001 3 (d) Bank need not commence performing any of the duties set forth in this Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is prepared to commence such duties prior to such date as to particular depositories. ********************** IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above Customer THE CHASE MANHATTAN BANK By: ______________ By: /s/ Rosemary M, Stidmon ------------------------ Name: Name: Rosemary M, Stidmon Title: Title: Vice President Date: July 1, 2001 Date: July 1, 2001 4 Appendix 1-A Information Regarding Country Risk 1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Foreign Assets into a country the following information (check items applicable): A Opinions of local counsel concerning: |x| 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 |x| 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. |x| iii Whether applicable foreign law would restrict the Customer's ability to recover assets that axe lost while under the control of an Eligible Foreign Custodian located in the country. B. Written information concerning: |x| i. The likelihood of expropriation, nationalization, freezes, or confiscation of Customer's assets |x| ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars axe 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, (vi) market settlement risk, (vii) Eligible Securities Depositories (including Depositor evaluation), if any 2 Bank shall furnish the following additional information: Market flashes, including with respect to changes in the information in market reports Appendix 1-B ELIGIBLE SECURITIES DEPOSITORIES [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ Argentina CVSA Equity, Corporate Debt, Government Debt (Caja de Valores S.A.,) - ------------------------------------------------------------------------------------------------------------------------------------ Argentina CRYL Government Debt (Central de Registration y Liquidacion de Instruments de Endeudamiento Publico) - ------------------------------------------------------------------------------------------------------------------------------------ Australia Austraclear Limited Corporate Debt, Money Market, Semi-Government Debt - ------------------------------------------------------------------------------------------------------------------------------------ Australia CHESS Equity (Clearing House Electronic Sub-register System) - ------------------------------------------------------------------------------------------------------------------------------------ Australia RITS Government Debt (Reserve Bank of Australia/Reserve Bank Information and Transfer System) - ------------------------------------------------------------------------------------------------------------------------------------ Austria OeKB Equity, Corporate Debt, Government Debt (Oesterreichische Kontrollbank AG) - ------------------------------------------------------------------------------------------------------------------------------------ Belgium CIK Equity, Corporate Debt (Caisse interprofessionnelle de Depots et de Virements de Titres S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Belgium NBB Corporate Debt, Government Debt (National Bank of Belgium) - ------------------------------------------------------------------------------------------------------------------------------------ Brazil CBLC Equity (Companhia Brasileira de Liquidacao e Custodia) - ------------------------------------------------------------------------------------------------------------------------------------ Brazil CETIP (Central de Custodia e Liquidacuo Financiera de Titulos Corporate Debt Privados) - ------------------------------------------------------------------------------------------------------------------------------------ Brazil SELIC Government Debt (Sistema Especial de Liquidacao e Custodia) - ------------------------------------------------------------------------------------------------------------------------------------ Bulgaria BNB Government Debt (Bulgaria National Bank) - ------------------------------------------------------------------------------------------------------------------------------------ Bulgaria CDAD Equity, Corporate Debt (Central Depository A.D) - ------------------------------------------------------------------------------------------------------------------------------------ Canada CDS Equity, Corporate, Government Debt (The Canadian Depository for Securities Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Chile DCV Equity, Corporate Debt, Government Debt (Deposito Central de Valores S.A) - ------------------------------------------------------------------------------------------------------------------------------------ China, SSCCRC Equity - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 2 June 4, 2001 Network Management [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ Shanghai (Shanghai Securities Central Clearing and Registration Corporation) - ------------------------------------------------------------------------------------------------------------------------------------ China, Shenzhen SSCC Equity (Shenzhen Securities Clearing Company, Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Colombia DCV Government Debt (Deposito Central dc Valores) - ------------------------------------------------------------------------------------------------------------------------------------ Colombia DECEVAL Equity, Corporate Debt, Government Debt (Deposito Centralizado de Valores de Colombia S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Croatia SDA Equity, Government Debt (Central Depository Agency Inc. - Stredisnja depozitama agencija d.d.) - ------------------------------------------------------------------------------------------------------------------------------------ Croatia MOF Short-term debt issued by the Ministry of Finance. (Ministry of Finance of the Republic of Croatia) - ------------------------------------------------------------------------------------------------------------------------------------ Croatia CNB Short-term debt issued by the National Bank of Croatia. (Croatian National Bank) - ------------------------------------------------------------------------------------------------------------------------------------ Czech Republic SCP Equity, Corporate Debt, Government Debt (Stredisko cennych papiru - Ceska republica) - ------------------------------------------------------------------------------------------------------------------------------------ Czech Republic CNB Government Debt (Czech National Bank) - ------------------------------------------------------------------------------------------------------------------------------------ Denmark VP Equity, Corporate Debt, Government Debt (Vaerdipapircentralen A/S) - ------------------------------------------------------------------------------------------------------------------------------------ Egypt MCSD Equity, Corporate Debt (Misr for Clearing, Settlement and Depository, S.A.E.) - ------------------------------------------------------------------------------------------------------------------------------------ Estonia ECDS Equity, Corporate Debt, Government Debt (Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium) - ------------------------------------------------------------------------------------------------------------------------------------ Finland APK Equity, Corporate Debt, Government Debt (Finnish Central Securities Depository Limited) - ------------------------------------------------------------------------------------------------------------------------------------ France Euroclear France Equity, Corporate Debt, Government Debt - ------------------------------------------------------------------------------------------------------------------------------------ Germany Clearstream Equity, Corporate Debt, Government Debt (Clearstream Banking AG) - ------------------------------------------------------------------------------------------------------------------------------------ Greece CSD Equity, Corporate Debt (Central Securities Depository S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Greece BoG Government Debt - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 3 June 4, 2001 Network Management [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ (Bank of Greece) - ------------------------------------------------------------------------------------------------------------------------------------ Hong Kong HKSCC Equity (Hong Kong Securities Clearing Company Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Hong Kong CMU Corporate Debt, Government Debt (Central Moneymarkets Unit) - ------------------------------------------------------------------------------------------------------------------------------------ Hungary KELER Equity, Corporate Debt, Government Debt (Central Clearing House and Depository (Budapest) Ltd - Kozponti Elszamolohaz es Ertektar (Budapest)Rt) - ------------------------------------------------------------------------------------------------------------------------------------ India NSDL Equity, Corporate Debt, Government Debt (National Securities Depository Limited) - ------------------------------------------------------------------------------------------------------------------------------------ India CDSL Equity (Central Depository Services (India) Limited) - ------------------------------------------------------------------------------------------------------------------------------------ India RBI Government Debt (Reserve Bank of India) - ------------------------------------------------------------------------------------------------------------------------------------ Indonesia KSEI Equity, Corporate Debt (PT Kustodian Sentral Efek Indonesia) - ------------------------------------------------------------------------------------------------------------------------------------ Ireland CREST Equity, Corporate Debt (CRESTCo Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Israel TECH Equity, Corporate Debt, Government Debt (Tel Aviv Stock Exchange Clearing House) - ------------------------------------------------------------------------------------------------------------------------------------ Italy Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt - ------------------------------------------------------------------------------------------------------------------------------------ Ivory Coast DC/BR Equity (Le Depositaire Central / Banque de Reglement) - ------------------------------------------------------------------------------------------------------------------------------------ Jamaica JCSD Equity, Corporate Debt, Government Debt (Jamaica Central Securities Depository) - ------------------------------------------------------------------------------------------------------------------------------------ Japan JASDEC Equity, Convertible Debt (Japan Securities Depository Center) - ------------------------------------------------------------------------------------------------------------------------------------ Japan BoJ Registered Government Debt (Bank of Japan) - ------------------------------------------------------------------------------------------------------------------------------------ Kazahkstan CSD Equity (Central Securities Depository CJSC) - ------------------------------------------------------------------------------------------------------------------------------------ Kenya CBCD Government Debt (Central Bank Central Depository) - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 4 June 4, 2001 Network Management [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ Latvia LCD Equity, Corporate Debt, Government Debt (Latvian Central Depository) - ------------------------------------------------------------------------------------------------------------------------------------ Lebanon Midclear S.A.L. Equity (Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.) - ------------------------------------------------------------------------------------------------------------------------------------ Lithuania CSDL Equity, Corporate Debt, Government Debt (Central Securities Depository of Lithuania) - ------------------------------------------------------------------------------------------------------------------------------------ Luxembourg CBL Equity (Clearstream Banking Luxembourg S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Malaysia MCD Equity, Corporate Debt (Malaysian Central Depository Sdn., Bhd.) - ------------------------------------------------------------------------------------------------------------------------------------ Malaysia BNM Government Debt (Bank Negara Malaysia) - ------------------------------------------------------------------------------------------------------------------------------------ Mauritius CDS Equity, Corporate Debt (Central Depository and Settlement Company Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Mexico INDEVAL Equity, Corporate Debt, Government Debt (S.D. INDEVAL S.A. de C.V.) - ------------------------------------------------------------------------------------------------------------------------------------ Morocco Maroclear Equity, Corporate Debt, Government Debt - ------------------------------------------------------------------------------------------------------------------------------------ Netherlands NECIGEF Equity, Corporate Debt, Government Debt (Nederlands Centraal Insituut voor Giraal Effectenverkeer B.V.) - ------------------------------------------------------------------------------------------------------------------------------------ New Zealand NZCSD Equity, Corporate Debt, Government Debt (New Zealand Central Securities Depository) - ------------------------------------------------------------------------------------------------------------------------------------ Nigeria CSCS Equity, Corporate Debt, Government Debt (Central Securities Clearing System Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Norway VPS Equity, Corporate Debt, Government Debt (Verdipapirsentralen) - ------------------------------------------------------------------------------------------------------------------------------------ Oman MDSRC Equity, Corporate Debt (The Muscat Depository and Securities Registration Company, S.A.O.C.) - ------------------------------------------------------------------------------------------------------------------------------------ Pakistan CDC Equity, Corporate Debt (Central Depository Company of Pakistan Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Pakistan SBP Government Debt (State Bank of Pakistan) - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 5 June 4, 2001 Network Management [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ Peru CAVALI Equity, Corporate Debt, Government Debt (CAVALIICLV S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Philippines PCD Equity (Philippine Central Depository, Inc.) - ------------------------------------------------------------------------------------------------------------------------------------ Philippines ROSS Government Debt (Bangko Sentral ng Pilipinas / Register of Scripless Securities) - ------------------------------------------------------------------------------------------------------------------------------------ Poland NDS Equity, Long-Term Government Debt (National Depository for Securities S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Poland CRT Short-Term Government Debt (Central Registry of Treasury-Bills) - ------------------------------------------------------------------------------------------------------------------------------------ Portugal INTERBOLSA Equity, Corporate Debt, Government Debt (Sociedade Gestora de Sistemas de Liquidacao e de Sistemas Centralizados de Valores Mobiliarios, S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Romania SNCDD Equity (National Company for Clearing, Settlement and Depository for Securities) - ------------------------------------------------------------------------------------------------------------------------------------ Romania BSE Equity (Bucharest Stock Exchange) - ------------------------------------------------------------------------------------------------------------------------------------ Russia VTB Equity, Corporate Debt, Government Debt (Ministry of Finance Bonds) (Vneshtorgbank) - ------------------------------------------------------------------------------------------------------------------------------------ Russia NDC Equity, Corporate Debt, Government Debt (National Depository Centre) - ------------------------------------------------------------------------------------------------------------------------------------ Singapore CDP Equity, Corporate Debt (The Central Depository (Pte) Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Singapore MAS Government Debt (Monetary Authority of Singapore) - ------------------------------------------------------------------------------------------------------------------------------------ Slovak Republic SCP Equity, Corporate Debt, Government Debt (Stredisko cennych papierov SR Bratislava, a.s.) - ------------------------------------------------------------------------------------------------------------------------------------ Slovak Republic NBS Government Debt (National Bank of Slovakia) - ------------------------------------------------------------------------------------------------------------------------------------ Slovenia KDD Equity, Corporate Debt, Government Debt (Centralna klirinsko depotna druzba d.d.) - ------------------------------------------------------------------------------------------------------------------------------------ South Africa CDL Corporate Debt, Government Debt - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 6 June 4, 2001 Network Management [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ (Central Depository (Pty) Limited) - ------------------------------------------------------------------------------------------------------------------------------------ South Africa STRATE Equity (Share Transactions Totally Electronic) - ------------------------------------------------------------------------------------------------------------------------------------ South Korea KSD Equity, Corporate Debt, Government Debt (Korea Securities Depository) - ------------------------------------------------------------------------------------------------------------------------------------ Spain SCLV Equity, Corporate Debt (Servicio de Compensacion y Liquidacion de Valores. S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Spain CBEO Government Debt (Banco de Espana / Central Book Entry Office) - ------------------------------------------------------------------------------------------------------------------------------------ Sri Lanka CDS Equity, Corporate Debt (Central Depository System (Private) Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Sweden VPC Equity, Corporate Debt, Government Debt (Vardepapperscentralen AB) - ------------------------------------------------------------------------------------------------------------------------------------ Switzerland SIS Equity, Corporate Debt, Government Debt (SIS SegalnterSettle AG) - ------------------------------------------------------------------------------------------------------------------------------------ Taiwan TSCD Equity, Government Debt (Taiwan Securities Central Depository Co. Ltd.) - ------------------------------------------------------------------------------------------------------------------------------------ Thailand TSD Equity, Corporate Debt, Government Debt (Thailand Securities Depository Company Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Transnational DCC Euro-CDs (The Depository and Clearing Centre) - ------------------------------------------------------------------------------------------------------------------------------------ Transnational Clearstream Euro-Debt , (Clearstream Banking. S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Transnational Euroclear Euro-Debt - ------------------------------------------------------------------------------------------------------------------------------------ Tunisia STICODEVAM Equity, Corporate Debt, Government Debt (Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres) - ------------------------------------------------------------------------------------------------------------------------------------ Turkey TAKASBANK Equity, Corporate Debt, Government Debt (IMKB Takas ve Saklama Bankasi A.S.) - ------------------------------------------------------------------------------------------------------------------------------------ United Arab DFM Equity, Corporate Debt, Government Debt Emirates (Dubai Financial Market Clearing House) - ------------------------------------------------------------------------------------------------------------------------------------ United CREST Equity, Corporate Debt, Government Debt Kingdom (CRESTCo Limited) - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible For inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 7 June 4, 2001 Network Management [LOGO OMITTED] JPMorgan - -------------------------------------------------------------------------------- INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT SECURITIES DEPOSITORIES
- ------------------------------------------------------------------------------------------------------------------------------------ COUNTRY DEPOSITORY INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ United Kingdom CMO Sterling & Euro CDs, Commercial Paper (Central Moneymarkets Office) - ------------------------------------------------------------------------------------------------------------------------------------ United States DTC Equity, Corporate Debt (Depository Trust Company) - ------------------------------------------------------------------------------------------------------------------------------------ United States PTC Mortgage Back Debt (Participants Trust Company) - ------------------------------------------------------------------------------------------------------------------------------------ United States FED Government Debt (The Federal Reserve Book-Entry System) - ------------------------------------------------------------------------------------------------------------------------------------ Venezuela BCV Government Debt (Banco Central de Venezuela) - ------------------------------------------------------------------------------------------------------------------------------------ Venezuela CVV Equity, Corporate Debt, Money Market (Caja Venezolana de Valores, S.A.) - ------------------------------------------------------------------------------------------------------------------------------------ Vietnam SCC Equity, Corporate Debt, Government Debt (Securities Custody Centre) - ------------------------------------------------------------------------------------------------------------------------------------ Zambia CSD Equity, Government Debt (LuSE Central Shares Depository Limited) - ------------------------------------------------------------------------------------------------------------------------------------ Zambia BoZ Government Debt (Bank of Zambia) - ------------------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with JP Morgan Chase. JP Morgan Chase has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. JP Morgan Investor Services 8 June 4, 2001 Network Management SCHEDULE A Delaware Group Adviser Funds Delaware New Pacific Fund Delaware Overseas Equity Fund Delaware U.S.Growth Fund Delaware Group Equity Funds I Delaware Balanced Fund Delaware Devon Fund Delaware Group Equity Funds II Delaware Decatur Equity Income Fund Delaware Growth and Income Fund Delaware Diversified Value Fund Delaware Social Awareness Fund Delaware Group Equity Funds III Delaware American Services Fund Delaware Focused Growth Fund Delaware Research Fund Delaware Small Cap Growth Fund Delaware Technology & Innovation Fund Delaware Trend Fund Delaware Group Equity Funds IV Delaware Growth Opportunities Fund Delaware Diversified Growth Fund Delaware Group Equity Funds V Delaware Small Cap Value Fund Delaware Retirement Income Fund Delaware Small Cap Contrarian Fund Delaware Group Foundation Funds Delaware Income Portfolio Delaware Balanced Portfolio Delaware Growth Portfolio Delaware S&P 500 Index Fund Delaware Group Global and International Funds Delaware Emerging Markets Fund Delaware Global Bond Fund Delaware Global Equity Fund Delaware International Equity Fund Delaware International Small Cap Fund Delaware Group Government Fund Delaware American Government Bond Fund Delaware Group Income Funds Delaware Corporate Bond Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Strategic Income Fund Delaware Group Limited-Term Government Funds Delaware Limited-Term Government Fund Delaware Pooled Trust The All-Cap Growth Equity Portfolio The Diversified Core Fixed Income Portfolio The Emerging Markets Portfolio The Global Equity Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The International Equity Portfolio The International Fixed Income Portfolio The International Large-Cap Equity Portfolio The International Small-Cap Portfolio The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Small-Cap Growth Equity Portfolio The Small-Cap Value Equity Portfolio Delaware Group Premium Fund Balanced Series Convertible Securities Series Devon Series Emerging Markets Series Global Bond Series Growth and Income Series Growth Opportunities Series High Yield Series International Equity Series REIT Series Select Growth Series Small Cap Value Series Social Awareness Series Strategic Income Series Technology and Innovation Series Trend Series U.S. Growth Series EX-99 13 ex99d5iv.txt EXHIBIT 99(D)(5)(IV) EXHIBIT (d)(5)(iv) JPMORGAN CHASE BANK GLOBAL CUSTODY AGREEMENT AMENDMENT NO. 1 TO SCHEDULE A THIS AMENDMENT, dated July 17, 2003, amends the Schedule A of the Global Custody Agreement, dated May 1, 1996 as amended on July 1, 2001 ("Agreement"), between those registered investment companies to the Agreement (each a "Customer"), having a place of business at 2005 Market Street, Philadelphia, PA 19103, and JPMorgan Chase Bank ("Bank"), having a place of business at 270 Park Ave., New York, N.Y. 10017-2070. Delaware Group Adviser Funds Delaware Diversified Income Fund Delaware U.S. Growth Fund Delaware Group Cash Reserve Delaware Cash Reserve Fund Delaware Group Equity Funds I Delaware Balanced Fund Delaware Devon Fund Delaware Group Equity Funds II Delaware Decatur Equity Income Fund Delaware Diversified Value Fund Delaware Growth and Income Fund Delaware Social Awareness Fund Delaware Group Equity Funds III Delaware American Services Fund Delaware Focused Growth Fund Delaware Focused Value Fund Delaware Technology and Innovation Fund Delaware Trend Fund Delaware Group Equity Funds IV Delaware Diversified Growth Fund Delaware Growth Opportunities Fund Delaware Group Equity Funds V Delaware Retirement Income Fund Delaware Small Cap Contrarian Fund Delaware Small Cap Value Fund Delaware Group Foundation Funds Delaware Balanced Allocation Portfolio Delaware Growth Allocation Portfolio Delaware Income Allocation Portfolio Delaware S&P 500 Index Fund Delaware Group Global & International Funds Delaware Emerging Markets Fund Delaware International Small Cap Value Fund Delaware International Value Equity Fund Delaware Group Government Fund Delaware American Government Bond Fund Delaware Group Income Funds Delaware Corporate Bond Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Strategic Income Fund Delaware Group Limited-Term Government Funds Delaware Limited-Term Government Fund Delaware Group State Tax-Free Income Trust Delaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free Fund Delaware Tax-Free Insured Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund Delaware Tax-Free Money Fund Delaware Pooled Trust The All-Cap Growth Equity Portfolio The Core Fixed Income Portfolio(1) The Core Plus Fixed Income Portfolio The Emerging Markets Portfolio The Global Equity Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The Intermediate Fixed Income Portfolio The International Equity Portfolio The International Fixed Income Portfolio The International Large-Cap Equity Portfolio The International Small-Cap Portfolio The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Large-Cap Value Equity Portfolio The Mid-Cap Growth Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Small-Cap Growth Equity Portfolio The Small-Cap Value Equity Portfolio Delaware Investments Dividend and Income Fund, Inc. Delaware Investments Global Dividend and Income Fund, Inc. Delaware VIP Trust Delaware VIP Balanced Series Delaware VIP Capital Reserves Series Delaware VIP Cash Reserve Series Delaware VIP Emerging Markets Series Delaware VIP Global Bond Series Delaware VIP Large Cap Value Series Delaware VIP Growth Opportunities Series Delaware VIP High Yield Series Delaware VIP International Value Equity Series Delaware VIP REIT Series Delaware VIP Select Growth Series Delaware VIP Small Cap Value Series Delaware VIP Social Awareness Series Delaware VIP Trend Series Delaware VIP U.S. Growth Series Optimum Fund Trust Optimum Fixed Income Fund Optimum International Fund Optimum Large Cap Growth Fund Optimum Large Cap Value Fund Optimum Small Cap Growth Fund Optimum Small Cap Value Fund (1) The Core Fixed Income Portfolio of Delaware Pooled Trust will be liquidated on or about the end of July 2003. AGREED AND ACCEPTED: CUSTOMER By: /s/ Michael P. Bishof ---------------------------------- Name: Michael P. Bishof Title: Senior Vice President/Treasurer JPMORGAN CHASE BANK By: /s/ Rosemary M. Stidmon ---------------------------------- Name: Rosemary M. Stidmon Title: Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----