EX-99.9.a.iii
AMENDMENT NO. 4 TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
This Amendment No. 4 (“Amendment”) is made as of the 19th day of July, 2019, by and between each investment company listed on the signature page hereto (each referred to herein as the “Fund”) and THE BANK OF NEW YORK MELLON (formerly, Mellon Bank, N.A.) (“Custodian” or “BNY Mellon”).
BACKGROUND:
A. Each Fund and Custodian are parties to a Mutual Fund Custody and Services Agreement dated as of July 20, 2007, as amended (the “Agreement”), relating to Custodian’s provision of custody services to each Fund and the Fund’s respective series (“Series”). This Amendment is an amendment to the Agreement.
B. The parties desire to amend the Agreement as set forth herein.
TERMS:
The parties hereby agree that:
| 1. | A new Article IV Section 10 of the Agreement is added as follows: |
| 10. | Sanctions. |
| a. | Throughout the term of this Agreement, each Fund: (i) will maintain, and comply with, policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will ensure that neither the Fund, nor any of its directors, officers or employees is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; (iii) will ensure that neither Delaware Management Company, a series of Macquarie Investment Management Business Trust (“DMC”), Delaware Distributors, L.P. (“DDLP”), Delaware Investments Fund Services Company (“DIFSC”), or any entity affiliated with DMC, DDLP or DIFSC by being under common control with DMC, DDLP or DIFSC (together, the “Macquarie Entities”) nor any of the directors, officers or employees of the Macquarie Entities is an individual or entity that is, or is owned or controlled by an individual or entity that is the target of Sanctions, (iv) will ensure that neither DMC, DDLP or DIFSC, or any subsidiary of DMC, DDLP or DIFSC (together, the “Delaware Entities”) nor any of the directors, officers or employees of the Delaware Entities is an individual or entity that is located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions, and (v) will not, directly or indirectly, use the accounts under this Agreement in any manner that would result in a violation by the Fund or Custodian of Sanctions. |
1
| b. | Throughout the term of this Agreement, Custodian: (i) will maintain, and comply with, policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will ensure that neither the Custodian nor any of its affiliates, directors, officers or employees is an individual or entity that is, or is owned or controlled by an individual or entity that is the target of Sanctions; and (iii) will not, directly or indirectly, use the accounts under this Agreement in any manner that would result in a violation by a Fund or Custodian of Sanctions. |
| c. | To the extent reasonably practicable, each Fund will promptly provide, or if BNY Mellon Investment Servicing (US) Inc. serves as the Fund’s transfer agent or sub-transfer agent will cause BNY Mellon Investment Servicing (US) Inc. in its role as transfer agent or sub-transfer agent to promptly provide, to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 10, including information regarding (i) the accounts under this Agreement, (ii) the Assets and the source thereof, (iii) the identity of any individual or entity having or claiming an interest therein, including any investor and (iv) the Fund’s Sanctions compliance programs and any related records and/or transaction information, including with respect to any investor. Each Fund will cooperate with Custodian and provide assistance reasonably requested by Custodian in connection with any Sanctions inquiries. |
| d. | Custodian may, by following procedures determined by the Custodian to be reasonable, decline to act or provide services in respect of any Series, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 10. If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will promptly inform the relevant Fund. |
| e. | For purposes of this Section 10, “Sanctions” means all economic sanctions laws, rules, regulations, executive orders and requirements administered by any governmental authority of the United States (including the United States Office of Foreign Assets Control) or any other applicable domestic or foreign authority. |
| 2. | Miscellaneous. |
| (a) | As hereby amended and supplemented, the Agreement, as well as capitalized terms not defined in this Amendment, shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. |
| (b) | The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. |
2
| (c) | This Amendment may be executed in two or more counter-parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
| (d) | To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the Board of Trustees/Directors of each Fund. |
| (e) | This Amendment shall be governed by the laws of The Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.
DELAWARE GROUP ADVISER FUNDS, on behalf of its Series identified on Schedule A
DELAWARE GROUP CASH RESERVE, on behalf of its Series identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I, on behalf of its Series identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II, on behalf of its Series identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Series identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V, on behalf of its Series identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Series identified on Schedule A
DELAWARE GROUP INCOME FUNDS, on behalf of its Series identified on Schedule A
3
DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Series identified on Schedule A
DELAWARE GROUP TAX-FREE FUND, on behalf of its Series identified on Schedule A
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Series identified on Schedule A
VOYAGEUR INSURED FUNDS, on behalf of its Series identified on Schedule A
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Series identified on Schedule A
VOYAGEUR MUTUAL FUNDS, on behalf of its Series identified on Schedule A
VOYAGEUR MUTUAL FUNDS II, on behalf of its Series identified on Schedule A
DELAWARE GROUP GOVERNMENT FUND, on behalf of its Series identified on Schedule A
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Series identified on Schedule A
DELAWARE POOLED TRUST, on behalf of its Series identified on Schedule A
VOYAGEUR MUTUAL FUNDS III, on behalf of its Series identified on Schedule A
VOYAGEUR TAX FREE FUNDS, on behalf of its Series identified on Schedule A
DELAWARE VIP TRUST, on behalf of its Series identified on Schedule A
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
4
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
By: /s/ Daniel V. Geatens
Name: Daniel V. Geatens
Title: Vice President
THE BANK OF NEW YORK MELLON
By: | /s/ Mauricio Sandoval |
| Name: | Mauricio Sandoval |
Title: | Director |
5
Schedule A
The following Registrants and Series are covered by, and made parties to, the Amendment as of the date first written above:
| Registrants and Series |
Delaware Group® Adviser Funds Delaware Diversified Income Fund Delaware Global Real Estate Opportunities Fund Delaware U.S. Growth Fund |
Delaware Group® Cash Reserve Delaware Investments Ultrashort Fund |
Delaware Group® Equity Funds I Delaware Mid Cap Value Fund |
Delaware Group® Equity Funds II Delaware Value® Fund |
Delaware Group® Equity Funds IV Delaware Healthcare Fund Delaware Small Cap Growth Fund Delaware Smid Cap Growth Fund |
Delaware Group® Equity Funds V Delaware Small Cap Core Fund Delaware Small Cap Value Fund Delaware Wealth Builder Fund |
Delaware Group® Foundation Funds (Delaware Foundation Funds®) Delaware Strategic Allocation Fund (formerly Delaware Foundation® Moderate Allocation Fund) |
Delaware Group® Global & International Funds Delaware Emerging Markets Fund Delaware Global Value Fund Delaware International Small Cap Fund Delaware International Value Equity Fund |
Delaware Group® Government Fund Delaware Emerging Markets Debt Fund Delaware Strategic Income Fund |
Delaware Group® Income Funds Delaware Corporate Bond Fund Delaware Extended Duration Bond Fund Delaware Floating Rate Fund Delaware High-Yield Opportunities Fund |
6
| Registrants and Series |
Delaware Group® Limited-Term Government Funds Delaware Limited-Term Diversified Income Fund |
Delaware Group® State Tax-Free Income Trust Delaware Tax-Free Pennsylvania Fund |
Delaware Group® Tax-Free Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund |
Delaware Pooled® Trust Macquarie Core Plus Bond Portfolio Macquarie Emerging Markets Portfolio Macquarie Emerging Markets Portfolio II Macquarie High Yield Bond Portfolio Macquarie Labor Select International Equity Portfolio Macquarie Large Cap Value Portfolio Delaware REIT Fund |
Delaware VIP® Trust Delaware VIP® Diversified Income Series Delaware VIP® Emerging Markets Series Delaware VIP® High Yield Series Delaware VIP® International Value Equity Series Delaware VIP® Limited-Term Diversified Income Series Delaware VIP® REIT Series Delaware VIP® Small Cap Value Series Delaware VIP® Smid Cap Core Series Delaware VIP® U.S. Growth Series Delaware VIP® Value Series |
Voyageur Insured Funds Delaware Tax-Free Arizona Fund |
Voyageur Intermediate Tax Free Funds Delaware Tax-Free Minnesota Intermediate Fund |
Voyageur Mutual Funds Delaware Minnesota High-Yield Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Tax-Free California Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free New York Fund |
Voyageur Mutual Funds II Delaware Tax-Free Colorado Fund |
Voyageur Mutual Funds III Delaware Select Growth Fund |
Voyageur Tax Free Funds Delaware Tax-Free Minnesota Fund |
| Delaware Enhanced Global Dividend and Income Fund |
| Delaware Investments Dividend and Income Fund, Inc. |
7
| Registrants and Series |
| Delaware Investments Colorado Municipal Income Fund, Inc. |
| Delaware Investments Minnesota Municipal Income Fund II, Inc. |
| Delaware Investments National Municipal Income Fund |
8