<PAGE>
REGISTRAR AND STOCK TRANSFER
AGENCY AGREEMENT
AGREEMENT, dated as of March 18, 1993, between Delaware Group Dividend and
Income Fund, Inc. a Maryland corporation (the "Company") and Chemical Bank, a
New York corporation (The "Agent").
The Company hereby appoints Chemical Bank its Registrar, Transfer, Dividend
Disbursing, and Dividend Reinvestment Agent for all Authorized Shares of each
Class of Stock (the "Shares") listed in Schedule A annexed hereto and all shares
of each class of stock as may hereafter be authorized by the Company and with
respect to which the Company requests the Agent to so serve, and Chemical Bank
hereby accepts that appointment upon the following terms and conditions.
SECTION 1. THE AGENCY
1.1 Shares Certificates. On or before the date hereof, the Company
delivered to the Agent an adequate supply of blank Share certificates
executed on behalf of the Company by the manual or facsimile signatures
as needed and requested by the Agent. Unless otherwise directed by the
Company, the Agent may issue Share certificates executed by a Company
officer who has subsequently ceased to hold office.
The Agent shall keep Share certificates delivered to it by the Company
in a secure place until their issuance, pursuant to this Agreement.
1.2 Original Issuance. The Agent shall complete and register Share
certificates for original issues of Shares upon receipt of:
1) a requisition from the Company or its designee setting forth
with respect to each Shareholder;
a) the name, address and, if available, tax
identification number of the Shareholder;
b) the number of Shares to be issued;
c) the date of issue;
d) delivery instructions;
e) if the Shares are listed as Reserve for Future
Issuance Under Existing Agreements in Schedule A
annexed hereto, the identity of the agreement
pursuant to which they are being issued; and
f) all necessary information and instructions with
respect to "Stop Orders", legending, and other
transfer limitations, if any.
2) an opinion of counsel, which opinion may be issued by in-house
legal counsel of Delaware Management Company, Inc., in
substance to the effect that:
a) the Company is a duly incorporated and existing
corporation in good standing under the laws of the
State of its incorporation;
b) the Shares to be issued have been duly authorized and
when issued as requisitioned, will be validly issued,
fully paid and nonassessable;
<PAGE>
c) the Shares to be issued have been duly registered
under the Securities Act of 1933, as amended, and
such registration has become effective, or that no
registration is required, stating the basis therefor;
and have been duly registered under the Securities
Exchange Act of 1934, as amended, or that no such
registration is required, stating the basis therefor;
d) the Shares to be issued may be freely transferred;
and
e) the issuance of the Shares to be issued 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 By-laws of the Company,
any law or regulation, any order or decree of any
court or public authority having jurisdiction, or any
mortgage, indenture, contract, agreement or
undertaking known to counsel to which the Company is
a party or by which it is bound.
3) The Agent shall notify each co-Transfer Agent and each
co-Registrar, if any, of each original issue of Share
certificates by it.
4) The Agent shall notify the Company in case any proposed issue
of shares by the Company would result in an over-issue as
defined by Section 8-104(2) of the Uniform Commercial Code and
in such event, shall refuse to credit such shares and shall
not countersign and issue certificates for such shares.
1.3 Transfer and Exchanges. Upon surrender to the Agent of a Share
certificate properly endorsed for transfer or exchange, and payment to
the Agent of any tax or other governmental charge imposed in connection
with the transfer or exchange, the Agent shall issue a new Share
certificate registered in the name of the transferee or the exchanging
Shareholder as the case may be.
Share certificates surrendered for transfer which are subject to transfer
restrictions must be accompanied by: (1) an opinion of counsel addressed
to the Company an the Agent stating that the transfer restrictions are
inapplicable to the proposed transfer and setting forth the basis
therefor; and (ii) authorization from the Company to make the requested
transfer on the basis of the opinion.
Requests for the removal of transfer restriction legends on Share
certificates must be accompanied by: (1) an opinion of counsel stating
that the transfer restriction legend is no longer applicable and setting
forth the basis therefor; and (ii) authorization from the Company to
remove the legend on the basis of the opinion.
1.4 Shareholder Lists, Mailings. Upon the request of an officer of the
Company, the Agent shall provide the Company and/or its designee(s) with
lists of the names and addresses of the Shareholders and shall mail
letters, reports, and other written materials to the Shareholders. The
Company shall consult with the Agent on the form and size of materials to
be mailed by the Agent to Shareholders so that so far as possible the
materials will be compatible with the Agent's equipment.
1.5 Records. The Agent shall retain cancelled Share certificates and shall
maintain records with respect to its agency under this Agreement in
accordance with applicable laws and regulations, including the Investment
Company Act of 1940, as amended, and the regulations thereunder, and its
customary practice.
<PAGE>
Such records shall include records showing for each shareholder's account
the following: (I) names, addresses, and tax identifying numbers; (ii)
number of shares held; (iii) historical information regarding the account
of each shareholder, including dividends paid, voluntary cash
investments, and date and price for all transactions; (iv) any stop or
restraining order placed against the account; (v) information with
respect to withholdings, as applicable; (vi) any dividend reinvestment
order, plan application, dividend address and correspondence relating to
the current maintenance of the account; (vii) certificate numbers and
denominations for any shareholder holding certificates; (viii) any
information required in order for the Agent to perform its duties
hereunder.
The Agent shall notify the Company of any request or demand to examine
certificates and records and secure instructions from the Company with
respect to the request or demand, but the Agent may nevertheless comply
with any request or demand if it is advised in writing by counsel that it
is legally obligated to do so. From time to time, the Agent may, and
shall upon the Company's request, deliver to the Company cancelled Share
certificates and records which are no longer needed by the Agent in the
performance of its services or for its protection, and the Company shall
maintain the certificates and records for seven years from the date of
their delivery. At the request of the Agent, the Company shall make the
certificates and records retained by it available for examination by
appropriate governmental authorities, and shall, upon demand of an
authority, provide it with hard copy of the certificates and records, and
Agent shall make such books and records and other deemed necessary
available for inspection upon written authorization or request of the
Company. To the extent that the cancelled certificates and records are
not delivered to the Company for safekeeping and storage, Agent shall
preserve for the periods prescribed in Rule 31a-2 under the Investment
Company Act of 1940 such records as are required to be maintained by Rule
31a-1 under such Act.
1.6 Lost Certificates. Subject at all time to the provisions of applicable
law and of the Company's By-laws, if any, governing such matters, the
Agent shall issue and register replacement Share certificates for
certificates represented to have been lost, stolen or destroyed upon
receipt by it of: (i) evidence acceptable to it of the loss, theft or
destruction; and (ii) indemnity acceptable to it sufficient to save it
and the Company harmless. The Agent may issue and register new
certificates in exchange for and upon cancellation of mutilated
certificates.
1.7 Dividends. A Record Date for the payment of a dividend on any Shares
shall be at least 10 business days prior to the Mailing Date for the
dividend. Not less than 2 business days prior to the Record Date for the
payment of a dividend, the Company shall deliver to the Agent a Notice of
Declaration of Dividend substantially in the form of Exhibit I hereto,
signed by the Secretary or an Assistant Secretary of the Company, and
shall make arrangements with the Agent for the disbursement of any
non-cash portion of the dividend. Upon receipt of a Notice of Declaration
of Dividend, the Agent shall prepare checks for the disbursement of the
cash portion of the dividend to the Shareholders on the Record Date and
shall make arrangements with the Company for the disbursement of any
non-cash portion of the dividend. On or before the Mailing Date for the
cash portion of a dividend, the Company shall deposit with the Agent the
full amount of the cash portion of the dividend in immediately available
funds. Subject to its having received that deposit, the Agent shall mail
on the Mailing Date the checks for the cash portion of the dividend. The
Agent shall comply with applicable United States of America and State of
New York tax withholding and reporting requirements and, if directed by
the Company, shall prepare reports for the Company's use in other States.
<PAGE>
With respect to those shareholders who are participants in the Company's
Dividend Reinvestment Plan, the Agent shall credit all dividends and
distributions to the shareholder's account. The Agent shall purchase
shares on the open market in accordance with, and to meet the
requirements of, the Dividend Reinvestment Plan. The Agent shall reinvest
dividends and distributions credited to the accounts of participating
shareholders in accordance with the Dividend Reinvestment Plan, and
prepare and mail confirmations of such reinvestments. The Agent shall
perform such other functions as may be necessary or desirable to
administer the Dividend Reinvestment Plan in accordance with its terms.
1.8 Undelivered Dividends and Other Distributions. The Agent shall provide
the Company once in each calendar year with a report listing all checks
for the payment of dividends on any Shares which have remained uncashed
for more than two years and all non-cash dividends and other
distributions on any Shares which the Agent has been unable to deliver to
the Shareholders entitled thereto for more than two years.
1.9 Miscellaneous. The Agent shall also perform the following services:
1) Maintenance of Accounts: Post all transactions and update
related records daily; answer shareholder correspondence;
place, maintain and remove stop transfer orders; and perform
such other functions as may be necessary or desirable to
maintain shareholder accounts.
2) Information and Reports: Furnish to the Company such
information and reports as may be agreed upon from time to
time.
3) Annual Meetings: Provide such shareholder information to the
Company as may be reasonably requested as of the close of
business on the record date or such other dates as may be
applicable; mail proxies via first class mail with proxy
statements, return envelopes and, if applicable, annual
reports; mail broker search notices; receive, examine, and
tabulate proxies; report vote; if requested, serve as
Inspectors of Election; and perform such other information as
may be necessary or reasonably requested by the Company in
connection with its annual meetings.
SECTION 2. RIGHTS OF THE AGENT
2.1 Scope of Agency. The Agent is acting solely as agent for the Company
under this Agreement and owes no duties to any other person. The Agent
will, however, cooperate with the Company's custodian, administrator,
investment adviser, and independent accountants in the performance of
their duties. The Agent 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 the Agent.
2.2 Standard of Care. The Agent shall provide its services as transfer
agent hereunder in accordance with Section 17 of the Securities
Exchange Act of 1934, and the rules and regulations thereunder.
Further, the parties intend that the processes, procedures, safeguards
and controls employed should be those generally applied and accepted
for the type services provided hereunder by other institutions
providing the same or similar services, and those which should provide
efficient, safe and economical services so as to promote promptness and
accuracy and to maintain the integrity of the Company's records. In the
absence of bad faith, willful misconduct, reckless disregard of the
performance of its duties, or negligence on its part, the Agent shall
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. The Agent is authorized to refuse to make any transfer
it reasonably and in good faith deems improper.
<PAGE>
The Agent may rely and shall be protected in acting or refraining from
acting upon any Company communication authorized by this Agreement;
upon any communication from any predecessor Transfer Agent or
co-Transfer Agent or from any predecessor Registrar or co-Registrar;
and upon any other written instruction, notice, request, direction,
consent, report, certificate, or other instrument, paper or document
reasonably believed by it to be genuine and to have been given by a
person reasonably believed to be authorized to give such instruction,
notice, request, direction, consent, report, certificate or other
instrument.
With the Company's prior approval, the Agent may consult with counsel
whose advise shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in
good faith and in accordance with and reliance thereon.
2.3 No Obligation to Make Advances. The Agent shall not be required to
advance, expend or risk its own funds or otherwise incur out-of-pocket
expense of the type subject to reimbursement hereunder in the
performance of its duties under this Agreement.
2.4 Use of Agents and Attorneys. The Agent may perform its duties and
exercise its rights under this Agreement either directly or by or
through agents or attorneys, provided that performance of its duties
and exercise of its rights through an agent or attorney shall not
relieve the Agent of its liabilities and responsibilities to the
Company under this Agreement.
2.5 Compensation, Expenses and Indemnification. The Company shall pay the
Agent from time to time such reasonable compensation for all services
rendered by it under this Agreement as may be mutually agreed upon by
the parties.
The Company shall reimburse the Agent upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Agent to cover the cost of postage, stationery, envelopes, forms,
printing, and special mailings associated with extraordinary events
such as mergers or acquisitions or bulk rate mailings, either of which
may be outsourced by Agent with the Company's prior approval, and for
reasonable counsel fees incurred by Agent in connection with the
performance of its duties under this Agreement, provided that the
Company's prior approval of the use of counsel shall have been
obtained, and provided further that the Company shall not reimburse the
Agent for any expense or disbursement attributable to its negligence,
willful misconduct, reckless disregard of the performance of its
duties, or bad faith.
The Company shall indemnify the Agent for, and hold it harmless
against, any loss, liability or expense incurred without negligence,
willful misconduct, reckless disregard of the performance of its
duties, or bad faith on the Agent's part arising out of or in
connection with its agency under this Agreement, including the
reasonable costs and reasonable expenses of defending itself against
any claim or liability in connection with its exercise or performance
of any of its duties under this Agreement.
The obligations of the Company to the Agent under this Section 2.5
shall survive the termination of the agency under this Agreement,
subject to any statue of limitations applicable to any cause of action
with respect to which indemnification may be sought hereunder by the
Agent.
<PAGE>
SECTION 3. THE COMPANY
3.1 Representations and Warranties. The Company represents and warrants
to the Agent that:
a) the Shares issued and outstanding on the date hereof have been
duly authorized, validly issued and fully paid and are
nonassessable; and any Shares to be issued hereunder, when
issued, shall have been duly authorized, validly issued and
fully paid and will be nonassessable.
b) The Shares issued and outstanding on the date hereof: (i) 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 (ii) 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: (i) shall have
been duly registered under the Securities Act of 1933, as
amended, and such registration has become effective or shall
be exempt from such registration; and (ii) have been duly
registered under the Securities Exchange Act of 1934, as
amended, or shall be exempt from such registration;
d) the execution and delivery of this Agreement and the issuance
of the Shares hereunder do 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
the Company, any law or regulation, any order or decree of any
court of public authority having jurisdiction, or any
mortgage, indenture, contract, agreement or undertaking to
which the Company is a party or by which it is bound; and
3.2 Notice of Changes. The Company shall promptly notify the Agent of the
following:
a) Any change in the name of the Company, its Certificate of
Incorporation, or its By-laws.
b) Any change in the title of a Class of Stock from that set
forth in Column (1) of Schedule A hereto.
c) Any change in the Number of Authorized Shares from that set
forth in Column (2) of Schedule A hereto.
d) 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 set
forth in Column (4) of Schedule A hereto.
e) Any change in the number of outstanding Shares subject to
"Stop Orders" or other transfer limitations unless the Agent
shall have received notice of the change pursuant to Section
1.3 hereto.
f) The listing or delisting of any Shares on any stock exchange.
g) The appointment after the date hereof of any co-Transfer Agent
or any co-Registrar for any of the Shares.
h) The merger of the Company into, or the consolidation of the
Company with, or the sale or other transfer of the assets of
the Company substantially as an entirety to, another person;
or the merger or consolidation of another person into or with
the Company.
i) Any other change in the affairs of the Company of which the
Agent must have knowledge to perform properly its duties under
this Agreement.
<PAGE>
SECTION 4. MISCELLANEOUS
4.1 Communications. All communications pursuant to this Agreement shall be
in writing (including telegraphic, telex, telecopier and other written
communications transmitted by wire, radio or otherwise) and shall be
mailed, sent or delivered:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
<S> <C>
If to the Company, addressed: Company: Delaware Group Dividend and Income Fund, Inc.
(both mail and hand delivery if Address: 1818 Market Street Philadelphia, PA 19103
different) Attention: Joseph A. Finelli
---------------------------------------------------------------------------------------------
With copy to: Company: Delaware Management Company, Inc.
Address: 2005 Market Street
Philadelphia, PA 19103
Attention: George M. Chamberlain, Jr., Esquire
---------------------------------------------------------------------------------------------
If to the Agent, addressed: Company: Chemical Bank - 15th Floor
Address: 450 West 33rd Street
New York, NY 10001
Attention: Stock Transfer Administration
---------------------------------------------------------------------------------------------
</TABLE>
or to such other address as the party to whom the communication is
addressed shall have previously communicated to the other party. Unless
otherwise expressly provided in this Agreement, communications on
behalf of the Company shall be given by the President, a Vice
President, an Assistant Vice President, the Secretary, Assistant
Secretary, the Treasurer or an Assistant Treasurer, or any other person
authorized by one of them to give communications to the Agent under
this Agreement. Communications shall be effective when received at the
proper address.
4.2 Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by, the respective successors and
assigns of the Company and the Agent.
4.3 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
4.4 Effective Date; Duration. The agency under this Agreement shall
commence at the opening of business as of the date first written above
and shall continue until terminated. The Company may terminate the
agency at any time by so notifying the Agent. The Agent may terminate
the agency upon 60 days prior notice to the Company. Except as
otherwise expressly provided in this Agreement, the respective rights
and duties of the Company and the Agent under this Agreement shall
cease upon termination of the agency.
<PAGE>
4.5 Amendments. This Agreement may not be amended or modified in any manner
except by a written agreement by both the Company and the Agent.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered.
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
BY: /s/ Wayne A. Stork
------------------------------------
(Name) Wayne A. Stork
(Title) Chairman
CHEMICAL BANK
BY: /s/ Susan J. Joura
------------------------------------
(Name) Susan J. Joura
(Title) Vice President
<PAGE>
SCHEDULE A
to the
Registrar And Stock Transfer
Agency Agreement,
Dated as of _________________________, between
Delaware Group Dividend and Income Fund, Inc.
and
Chemical Bank
STOCK SUBJECT TO THE AGREEMENT
<TABLE>
<CAPTION>
---------------------------- -------------------------- ------------------------------- --------------------------
<S> <C> <C> <C>
(1) (2) (3) (4)
---------------------------- -------------------------- ------------------------------- --------------------------
Number of Authorized
Number of Authorized Shares Shares Reserved for
Issued and Outstanding Future Issuance Under
Number of (including Treasury Shares) Existing Agreements
Class of Stock Authorized Shares
---------------------------- -------------------------- ------------------------------- --------------------------
</TABLE>
<PAGE>
EXHIBIT I
Form for Notice of
Declaration of Dividend
Date:
Chemical Bank
as Agent under the Registrar and
Stock Transfer Agent Agreement of
Delaware Group Dividend and Income Fund, Inc.
Dated:
450 West 33rd Street -- 15th Floor
New York, New York 10001
Attn: Stock Transfer Administration
Notice of Declaration of Dividend
Ladies and Gentlemen:
I hereby certify that the Board of Directors of Delaware Group Dividend
and Income Fund, Inc. at a meeting held on _________________ declared the
following cash dividend on the below-listed stock of the Company:
Title of Class of Stock:________________________________________
Amount of Dividend per Share:___________________________________
Payable to Shareholders of Record
at the Close of Business on:____________________________________
Dividend Payable Date:__________________________________________
Mailing Date for Dividend Checks:_______________________________
Pursuant to Section 1.7 of the above-mentioned Agency Agreement, the
Company shall deposit with you the full amount of this cash dividend in
immediately available funds on or before the Mailing Date for Dividend Checks.
(If there are to be any enclosures with the dividend checks, the Notice
should so state and describe the arrangements made to ensure timely delivery of
the enclosures to the Agent. If the Board of Directors has declared a non-cash
dividend, the Notice should describe the property being disbursed and set forth
the amount to be disbursed per Share, the Record Date, the Disbursement Date,
the Mailing Date, if any, and the arrangements the Company has made with the
Agent for the disbursement of the non-cash dividend.)
Very truly yours,
-------------------------------------
Corporate Secretary
<PAGE>
EXHIBIT II
Form for
Declaration of Stock-Option Exercise
[YOUR COMPANY LETTERHEAD]
[Date]
Special Issuance Dept.
Chemical Bank
450 West 33rd Street - 10th Floor
New York, NY 10001
Exercise Number: ___________
Ladies and Gentlemen:
The following individual has exercised options under the [Company Name] [Plan
Title]. Please take the necessary steps to issue the shares as indicated below:
Date of Certificate: ____________________________
Number of Shares: ____________________________
Check one
______Original Issue
______Transfer from Treasury
Name and Address: ____________________________
____________________________
Account Number: ____________________________
(if available)
Social Security Number: ____________________________
Restrictive Legend: ____________________________
Code Account: ________ Code 4 _______ Stop 4
Mailing Address
for Certificates: ____________________________
____________________________
____________________________
Method of Delivery ____________________________
Very truly yours,
COMPANY NAME
CONTACT NAME AND PHONE NUMBER
<PAGE>
EXHIBIT III
List of Supporting Papers to be Delivered to
Chemical Bank
with the Execution and Delivery of this Agreement
REGISTRAR AND STOCK TRANSFER
AGENCY AGREEMENT
(the "Agreement")
dated as of March 18, 1993
with respect to
All Authorized Shares
of Each Class of Stock
set forth in Schedule A of this Agreement
(the "Shares")
BETWEEN
Delaware Group Dividend and Income Fund, Inc.
and
Chemical Bank
1. Two executed copies of this Agreement.
2. An adequate supply of Share Certificates.
3. Copy of the Company's Certificate of Incorporation, which may be a
Restated Certificate of Incorporation, and any amendments thereto,
certified by the Secretary of State of the state of incorporation.
4. Certificate, as of a recent date, of the Secretary of State of the
state of incorporation as to the good standing of the Company and
listing all Company charter documents on file, which certificate may be
a photocopy.
5. Composite Certificate of the Secretary or an Assistant Secretary of the
Company, under its corporate seal, stating that:
a) the copy of the Company's Certificate of Incorporation, as
amended, provided under No. 3 above, is true and complete;
b) the attached copy of the By-laws of the Company is true and
complete and those By-laws remain in full force and effect;
c) This Agreement has been executed and delivered pursuant to the
authority of the Company's Board of Directors;
d) (i) the attached specimen Share certificates for each Class of
Stock set forth in Schedule A to the Agreement are in
substantially the form submitted to and approved by the
Company's Board of Directors for current use;
(ii) the attached specimen Shares certificates for each Class
of Stock with issued and outstanding Shares set forth in
Schedule A to the Agreement are in substantially the form
previously submitted to and approved by the Company's Board of
Directors for past use;
<PAGE>
e) (i) the attached list of existing agreements pursuant to which
Shares have been reserved for future issuance, as set forth in
Schedule A to the Agreement, specifying the number of reserved
Shares subject to each such existing agreement and the
substantive provisions thereof, is true and complete or (ii)
no Shares have been reserved for future issuance;
f) (i) each Shareholder list provided pursuant to No. 6 below is
true and complete (which certification may state that it is
based upon the certification of the predecessor Transfer Agent
or predecessor Registrar which prepared the list) or (ii) no
Shares of the Company are, at the time, outstanding;
g) the following are the names of each stock exchange upon which
any of the Shares are listed and the number and identity of
the Shares so listed;
h) (i) the following are the names and addresses of each
co-Transfer Agent and each co-Registrar for any of the Shares
and the extent of its appointment, or (ii) there are no
co-Transfer Agents and no co-Registrars for any of the Shares;
and
i) the persons who, as officers of the Company, executed and
delivered the Agreement or any certificates delivered to
Chemical Bank in connection with the execution and delivery of
the 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 the
Agreement and any such certificates are genuine;
and upon which is subscribed a Certificate of an officer of the
company, other than the officer executing the Composite Certificate,
stating that the person who executed the Composite Certificate was
validly elected to, and is the Secretary or an Assistant Secretary (as
the case may be) of the Company and that his signature on the composite
Certificate is genuine.
6. A Shareholder list, preferably in machine readable format, certified as
true and complete by the person preparing the list, for each Class of
Stock with issued and outstanding Shares listed in Schedule A to the
Agreement, setting forth as to each such holder, his 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, Share certificate numbers and the existence
of any "Stop Orders" or other transfer limitations.
7. Opinion or opinions of counsel addressed to Chemical Bank, as Agent
under this Agreement, which opinions may be issued by in-house legal
counsel of Delaware Management Company, Inc., in substance to the
effect that:
a) the Company is a duly incorporate and existing corporation in
good standing under the laws of the state of its incorporation
and has full power to execute and deliver this Agreement;
<PAGE>
b) this Agreement has duly and validly authorized, executed and
delivered by the Company and constitutes the legal, valid and
binding obligation of the Company;
c) the Authorized Shares listed in Column (2) of Schedule A to
the Agreement have been duly authorized, and the certificates
for the Shares, specimens of which are attached to the
Composite Certificate (No. 5 above), are, to the best of such
counsel's knowledge, in proper form under the laws of the
Company's state of incorporation;
d) the Authorized Shares listed as Issued and Outstanding in
Column (3) of Schedule A to this Agreement: (i) are validly
issued, fully paid and non-assessable, (ii) have been duly
registered under the Securities Act of 1933, as amended, and
such registration has become effective or that no such
registration is required stating the basis therefor; and (iii)
have been duly registered under the Securities Exchange Act of
1934, as amended, or that not such registration is required,
stating the basis therefor;
e) the Authorized Shares listed as Issued and Outstanding in
Column (3) of Schedule A to the Agreement may be freely
transferred except to the extent such transfer is restricted
pursuant to a "Stop Order" or other transfer limitation listed
in the Shareholder lists provided pursuant to No. 6 above and
the Share certificates have been legended to reflect the
restriction or no such legend is appropriate; and
f) the execution and delivery of the Agreement and the issuance
of the Authorized Shares listed as Issued and Outstanding in
Column (3) of Schedule A to the Agreement 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 By-laws of the Company, and law or regulation, or any order
or decree of any court or public authority having
jurisdiction, or any mortgage, indenture contract, agreement
or undertaking known to counsel to which the company is a
party or by which it is bound.
<PAGE>
AUTHORIZED SIGNATURES OF OFFICERS OF
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
-----------------------------------------------------------------------------
For Shareholder Services Department
CHEMICAL BANK, NEW YORK, NEW YORK
(Print or type Name & Title) (Official Signature)
--------------------------------------------------------------------------------
Wayne A. Stork, Chairman /s/ Wayne A. Stork
--------------------------------------------------------------------------------
Brian F. Wruble, President/CEO /s/ Brian F. Wruble
--------------------------------------------------------------------------------
Winthrop S. Jessup, Executive Vice President /s/ Winthrop S. Jessup
--------------------------------------------------------------------------------
George M. Chamberlain, Jr., Senior Vice /s/George M. Chamberlain
President/Secretary
--------------------------------------------------------------------------------
David K. Downes, Senior Vice President/Chief /s/ David K. Downes
Administrative Officer/CFO
--------------------------------------------------------------------------------
Joseph A. Finelli, Vice President/Treasurer /s/Joseph A. Finelli
--------------------------------------------------------------------------------
Joseph H. Hastings, Vice President/Controller /s/ Joseph H. Hastings
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Eric E. Miller, Vice President/Assistant Secretary /s/Eric E. Miller
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Richelle S. Maestro, Assistant Vice President/ /s/ Richelle S. Maestro
Assistant Secretary
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You are hereby authorized to accept the signatures of the officers that appear
on this card in connection with the issue, transfer, and registration of stock
certificates of said company.
Mailing Address
Delaware Group Dividend and Income Fund, Inc. /s/George M. Chamberlain
1818 Market Street Secretary
Philadelphia, PA 19103 August 3, 1993
Date
