DEPOSITARY AGREEMENT
Date: May 26, 2000
ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road
Ridgefield Park, NJ 07660
Attn: Reorganization Department
Ladies and Gentlemen:
Delaware Group Global Dividend and Income Fund, Inc., a Maryland corporation
(the "Purchaser") is offering to purchase up to 10% of its issued and
outstanding shares of Common Stock, $ 0.01 par value (the "Shares"), for cash,
upon the terms and conditions set forth in its Offer to Purchase dated June 1,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which
shall include the Internal Revenue Service Form W-9), copies of which are
attached hereto as Exhibits A and B, respectively, and which together, as they
may be amended from time to time, constitute the "Offer." The "Expiration Date"
for the Offer shall be 5:00 p.m. New York City time, on June 29, 2000 unless and
until the Purchaser shall have extended the period of time for which the Offer
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by the Purchaser from time to time,
shall expire. All terms not defined herein shall have the same meaning as in the
Offer.
1) Tender of Shares. In your capacity as Depositary, you will receive
tenders of shares. Subject to the terms and conditions of this Agreement, you
are authorized to accept such tenders of shares in accordance with the first
paragraph hereof and the Letter of Transmittal, and to act in accordance with
the following instructions:
(a) tenders of Shares may be made only in accordance with the terms
and conditions set forth in the Offer to Purchase, and Shares shall be
considered validly tendered to you only if:
(i) you receive prior to the Expiration Date (x) certificates for
such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to
such Shares) and (y) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) or an Agent's Message (as defined in
paragraph (b) below) relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery (as defined in
paragraph (b) below) relating to such Shares from an Eligible Institution (as
defined in paragraph (b) below) prior to the Expiration Date and (y)
certificates for such Shares (or a Confirmation relating to such Shares) and
either a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00
P.M., New York City time, on the third New York Stock Exchange, Inc. (the
"NYSE") trading day after the date of execution of such Notice of Guaranteed
Delivery; and
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(iii) in the case of either clause (i) or (ii) above, determination
of all questions as to the validity, form eligibility (including timeliness of
receipt) and acceptance of any Shares tendered or delivered shall be determined
by you on behalf of the Purchaser in the first instance, but, the Purchaser
retains full discretion to make a final determination of the adequacy of the
items received, as provided in Section 4 hereof.
(b) For the purpose of this Agreement: (i) a "Confirmation" shall
be a confirmation of book-entry transfer of Shares into your account at The
Depository Trust Company (the "Book-Entry Transfer Facility") to be established
and maintained by you in accordance with Section 3 hereof; (ii) a "Notice of
Guaranteed Delivery" shall be a notice of guaranteed delivery substantially in
the form attached as Exhibit C hereto or a telegram, telex, facsimile
transmission or letter in such form, or if sent by a Book-Entry Transfer
Facility, a message transmitted through electronic means in accordance with the
usual procedures of such Book-Entry Transfer Facility and the Depositary,
substantially in such form; provided, however, that if such notice is sent by a
Book-Entry Transfer Facility through electronic means, it must state that such
Book-Entry Transfer Facility has received an express acknowledgment from the
participant on whose behalf such notice is given that such participant has
received and agrees to become bound by the form of such notice; (iii) an
"Eligible Institution" shall be a member firm of a national securities exchange
registered with the Securities and Exchange Commission or of the National
Association of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States; and (iv) an "Agent's
Message" shall be a message transmitted through electronic means by a Book-Entry
Transfer Facility, in accordance with the normal procedures of such Book-Entry
Transfer Facility and the Depositary, to and received by the Depositary and
forming part of a Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Shares which are the subject of such
Confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal, and that the Purchaser may enforce such
agreement against such participant. The term Agent's Message shall also include
any hard copy printout evidencing such message generated by a computer terminal
maintained at the Depositary's office.
(c) We acknowledge that in connection with the Offer you may enter
into agreements or arrangements with a Book-Entry Transfer Facility which, among
other things, provide that (i) delivery of an Agent's Message will satisfy the
terms of the Offer with respect to the Letter of Transmittal, (ii) such
agreements or arrangements are enforceable against the Purchaser by such
Book-Entry Transfer Facility or participants therein and (iii) you, as
Depositary, are authorized to enter into such agreements or arrangements on
behalf of the Purchaser. Without limiting any other provision of this Agreement,
you are expressly authorized to enter into any such agreements or arrangements
on behalf of the Purchaser and to make any necessary and appropriate
representations or warranties in connection thereunder, and any such agreement
or arrangement shall be enforceable against the Purchaser.
2) Book-Entry Account. You shall take all commercially reasonable steps
to establish and, subject to such establishments, maintain an account at each
Book-Entry Transfer Facility for book-entry transfers of Shares, as set forth in
the Letter of Transmittal and of the Offer to Purchase. You will maintain the
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Book-Entry account until all Shares tendered pursuant to the Offer shall have
been subject to payment or returned.
3) Procedure for Defective Items. (a) You will examine any certificate
representing Shares, Letter of Transmittal (or facsimile thereof), Notice of
Guaranteed Delivery or Agent's Message and any other document (including any
checks or money orders payable to the Purchaser) required by the Letter of
Transmittal received by you to determine whether you believe any tender may be
defective. In the event you conclude that any Letter of Transmittal, Notice of
Guaranteed Delivery, Agent's Message or other document has been improperly
completed, executed or transmitted, any of the certificates for Shares is not in
proper form for transfer (as required by the aforesaid instructions), if service
fee checks or money orders are not properly executed or timely received, or if
some other irregularity in connection with the tender of Shares exists, you are
authorized subject to Section 4(b) hereof to advise the tendering stockholder,
or transmitting Book-Entry Transfer Facility, as the case may be, of the
existence of the irregularity, but you are not authorized to accept any tender
not in accordance with the terms and subject to the conditions set forth in the
Offer, or any other tender which you deem to be defective, unless you shall have
received from the Purchaser the Letter of Transmittal which was surrendered (or
if the tender was made by means of a Confirmation containing an Agent's Message,
a written notice), duly dated and signed by an authorized officer of the
Purchaser, indicating that any defect or irregularity in such tender has been
cured or waived and that such tender has been accepted by the Purchaser.
(b) Promptly upon your concluding that any tender is defective, you
shall, after consultation with and on the written instructions of the Purchaser,
use reasonable efforts in accordance with your regular procedures to notify the
person tendering such Shares, or Book-Entry Transfer Facility transmitting the
Agent's Message, as the case may be, of such determination and, when necessary,
return the certificates and checks/or money orders (the "service fee checks")
involved to such person in the manner described in Section 11 hereof. The
Purchaser shall have full discretion to determine whether any tender is complete
and proper and shall have the absolute right to reject any or all tenders of any
particular Shares determined by it not to be in proper form and to determine
whether the acceptance of or payment for such tenders may, in the opinion of
counsel for the Purchaser, be unlawful; it being specifically agreed that you
shall have neither discretion nor responsibility with respect to these
determinations. To the extent permitted by applicable law, the Purchaser also
reserves the absolute right to waive any of the conditions of the Offer or any
defect or irregularity in the tender of any particular Shares. The
interpretation by the Purchaser of the terms and conditions of the Offer to
Purchase, the Letter of Transmittal and the instructions thereto, a Notice of
Guaranteed Delivery or an Agent's Message (including without limitation the
determination of whether any tender is complete and proper) shall be final and
binding.
(c) If less than all of the Shares validly tendered pursuant to the
Offer are to be accepted because the Offer is oversubscribed by the Expiration
Date, you shall pro-rate Shares pursuant to the terms and conditions of the
Offer to Purchase and any instructions provided to you by Purchaser regarding
such proration. You agree to maintain accurate records as to all Shares tendered
prior to or on the Expiration Date.
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4) Notice of Withdrawal. You will return to any person tendering Shares,
in the manner described in Section 10 hereof, any certificates representing
Shares (and, if a complete withdrawal, the service fee checks) tendered by such
person but duly withdrawn pursuant to the Offer to Purchase. To be effective, a
written, telegraphic, telex or facsimile transmission notice of withdrawal must
be received by you within the time period specified for withdrawal in the Offer
to Purchase at your address set forth on the back page of the Offer to Purchase.
Any notice of withdrawal must specify the name of the person having deposited
the Shares to be withdrawn, the number of Shares to be withdrawn and, if the
certificates representing such Shares have been delivered or otherwise
identified to you, the name of the registered holder(s) of such Shares as set
forth in such certificates. If the certificates have been delivered to you, then
prior to the release of such certificates the tendering stockholder must also
submit the serial numbers shown on the particular certificates evidencing such
Shares and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution. You are authorized and directed to examine any notice of
withdrawal to determine whether you believe any such notice may be defective. In
the event you conclude that any such notice is defective you shall, after
consultation with and on the instructions of the Purchaser, use reasonable
efforts in accordance with your regular procedures to notify the person
delivering such notice of such determination. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Purchaser in its sole discretion, whose determination shall be final and
binding. Any Shares so withdrawn shall no longer be considered to be properly
tendered unless such Shares are re-tendered prior to the Expiration Date
pursuant to the Offer to Purchase.
5) Amendment/Extension of Offer. Any amendment to or extension of the
Offer, as the Purchaser shall from time to time determine, shall be effective
upon notice to you from the Purchaser given prior to the time the Offer would
otherwise have expired, and shall be promptly confirmed by the Purchaser in
writing; provided that you may rely on and shall be authorized and protected in
acting or failing to act upon any such notice even if such notice is not
confirmed in writing or such confirmation conflicts with such notice. If at any
time the Offer shall be terminated as permitted by the terms thereof, the
Purchaser shall promptly notify you of such termination.
6) Report of Tender Activity. At 11:00 a.m. New York City time, or as
promptly as practicable thereafter on each business day, or more frequently if
reasonably requested as to major tally figures, you shall advise each of the
parties named below by telephone as to, based upon your preliminary review (and
at all times subject to final determination by Purchaser), as of the close of
business on the preceding business day or the most recent practicable time prior
to such request, as the case may be: (i) the number of Shares duly tendered on
such day; (ii) the number of Shares duly tendered represented by certificates
physically held by you on such day; (iii) the number of Shares represented by
Notices of Guaranteed Delivery on such day; (iv) the number of Shares tendered
that you have determined are defective, (v) the number of Shares withdrawn on
such day; and (vi) the cumulative totals of Shares in categories (i) through (v)
above through 12:00 noon, New York City time, on such day:
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(a) Michael Pellegrino
2005 Market Street
Philadelphia, PA 19103
(Phone) 215-255-1477
(Fax) 215-255-2108
(b) If the foregoing individual is not available, then the following
individual should be contacted at the same address and fax number: Eric E.
Miller (phone) 215-255-1255.
You shall furnish to each of the above-named persons a written report confirming
the above information which has been communicated orally on the business day
following such oral communication as well as any other information reasonably
requested from time to time. You shall furnish to the Information Agent (as
defined in the Offer to Purchase) and the Purchaser, such reasonable
information, to the extent such information has been furnished to you, on the
tendering stockholders as may be requested from time to time.
You shall furnish to the Purchaser, upon request, master lists of Shares
tendered for purchase, including an A-to-Z list of the tendering stockholders.
7) Date/Time Stamp. Each document received by you relating to your
duties hereunder shall be dated and time stamped when received.
8) Distribution of Entitlements.
(a) If under the terms and conditions set forth in the Offer to Purchase
the Purchaser becomes obligated to accept and pay for Shares tendered, upon
instruction by the Purchaser and as promptly as practicable, but in any event
not later than 5:00 p.m., New York City time, on the fifth NYSE trading day
after the latest of: (i) the Expiration Date; (ii) the physical receipt by you
of a certificate or certificates representing tendered Shares (in proper form
for transfer by delivery), a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) or a Confirmation including an Agent's
Message and any other documents required by the Letter of Transmittal; and (iii)
the deposit by the Purchaser with you of sufficient federal or other immediately
available funds to pay, subject to the terms and conditions of the Offer, all
stockholders for whom checks representing payment for Shares are to be drawn,
less any adjustments required by the terms of the Offer, and all applicable tax
withholdings, you shall, subject to Section 15 hereof, deliver or cause to be
delivered to the tendering stockholders and designated payees, consistent with
this Agreement and the Letter of Transmittal, official bank checks of the
Depositary, as agent for the Purchaser, and payable through the Depositary in
the amount of the applicable purchase price specified in the Offer (less any
applicable tax withholding) for the Shares theretofore properly tendered and
purchased under the terms and conditions of the Offer. The Purchaser will also
deposit with you on your request federal or other immediately available funds in
an amount equal to the total stock transfer taxes or other governmental charges,
if any, payable by the Purchaser as set forth in the Offer to Purchase in
respect of the transfer or issuance to the Purchaser or its nominee or nominees
of all Shares so purchased. You shall apply to the proper authorities for the
refund of money paid on account of such transfer taxes or other governmental
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charges. On receipt of such refund, you will promptly pay over to the Purchaser
all money refunded.
(b) At such time as you shall be notified by the Purchaser, you
shall request the transfer agent for the Shares to effect the transfer of all
Shares purchased pursuant to the Offer and to issue certificates for such Shares
so transferred, in accordance with written instructions from the Purchaser, and
upon your receipt thereof notify the Purchaser. The Purchaser shall be
responsible to arrange for delivery of the certificates.
(c) You hereby waive any and all rights of lien, attachment or
set-off whatsoever, if any, against the securities, money, assets or property
that are deposited with or received by you from the Purchaser as Depositary,
whether such rights arise by reason of statutory or common law, by contract or
otherwise.
9) Tax Reporting.
(a) On or before January 31st of the year following the year in
which the Purchaser accepts Shares for payment, you will prepare and mail to
each tendering stockholder whose Shares were accepted, other than stockholders
who demonstrate their status as nonresident aliens in accordance with United
States Treasury Regulations ("Foreign Stockholders"), a Form 1099-B reporting
the purchase of Shares as of the date such Shares are accepted for payment. You
will also prepare and file copies of such Forms 1099-B by magnetic tape with the
Internal Revenue Service in accordance with Treasury Regulations on or before
February 28th of the year following the year in which the Shares are accepted
for payment.
(b) You will deduct and withhold 31% backup withholding tax from
the purchase price payable with respect to Shares tendered by any stockholder,
other than a Foreign Stockholder, who has not properly provided you with his
taxpayer identification number, in accordance with Treasury Regulations. You
will forward such witholding taxes to the Internal Revenue Service with the
appropriate required documentation customarily required to discharge the
Purchaser's applicable withholding obligation with respect to such transactions.
(c) Should any issue arise regarding federal income tax reporting
or withholding, you will take such action as the Purchaser instructs you in
writing.
10) Return of Shares. If, pursuant to the terms and conditions of the
Offer, the Purchaser has notified you that it does not accept certain of the
Shares tendered or purported to be tendered or a stockholder withdraws any
tendered Shares, you shall promptly return the deposited certificates for such
Shares, together with any other documents received, to the person who deposited
the same. If a stockholder delivers to you a certificate representing a number
of Shares in excess of the number of Shares tendered by such stockholder, you
shall promptly after the Expiration Date return to such stockholder a
certificate representing the Shares not tendered. Certificates for such
unpurchased Shares shall be forwarded by you, at your option, by: (i) first
class mail under a blanket surety bond protecting you and the Purchaser from
losses or liabilities arising out of the non-receipt or nondelivery of such
Shares; or (ii) registered mail insured separately for the value of such Shares.
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If any such Shares were tendered or purported to be tendered by means of a
Confirmation containing an Agent's Message, you shall notify the Book-Entry
Transfer Facility that transmitted said Confirmation of the Purchaser's decision
not to accept the Shares.
11) Instructions. Any instructions given to you orally, as permitted by
any provision of this Agreement, shall be confirmed in writing by the Purchaser
or the Information Agent, as the case may be, as soon as practicable. You shall
not be liable or responsible and shall be fully authorized and protected for
acting, or failing to act, in accordance with any oral instructions which you
reasonable believe to be accurate, but do not conform with the written
confirmation received in accordance with this Section.
12) Fees. Whether or not any Shares are tendered or the Offer is
consummated, for your services as Depositary hereunder we shall pay to you
compensation in accordance with the fee schedule attached as Schedule 1 hereto,
together with reimbursement for reasonable out-of-pocket expenses, including
reasonable fees and disbursements of your counsel, which are reasonably
documented.
13) Authorizations and Protections. As Depositary hereunder you:
(a) shall have no duties or obligations other than those
specifically set forth herein or in Exhibits A, B, and C hereto, or as may
subsequently be agreed to in writing by you and the Purchaser;
(b) shall have no obligation to make payment for any tendered
Shares unless the Purchaser shall have provided the necessary federal or other
immediately available funds to pay in full amounts due and payable with respect
thereto;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
certificates or the Shares represented thereby deposited with you or tendered
through an Agent's Message hereunder and will not be required to and will make
no representations as to or be responsible for the validity, sufficiency, value,
or genuineness of the Offer;
(d) shall not be obligated to take any legal action hereunder; if,
however, you determine to take any legal action hereunder, and, where the taking
of such action might in your judgment subject or expose you to any expense or
liability, you shall not be required to act unless you shall have been furnished
with an indemnity reasonably satisfactory to you;
(e) may rely on and shall be authorized and protected in acting or
failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission, Agent's Message or other document or
security delivered to you and reasonably believed by you to be genuine and to
have been signed by the proper party or parties;
(f) may rely on and shall be authorized and protected in acting or
failing to act upon the written, telephonic, electronic and oral instructions,
with respect to any matter relating to your actions as Depositary specifically
covered by this Agreement (or supplementing or qualifying any such actions) of
the Purchaser;
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(g) may consult counsel satisfactory to you, and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered, or omitted by you hereunder in good faith and in
accordance with the advice of such counsel;
(h) shall not be called upon at any time, and shall not, advise any
person tendering or considering tendering pursuant to the Offer as to the wisdom
of making such tender or as to the market value of any security tendered
thereunder or as to any other financial or legal aspect of the Offer or any
transaction related thereto;
(i) may perform any of your duties hereunder either directly or by
or through agents or attorneys and you shall be responsible for any misconduct
or negligence on the part of any agent or attorney appointed by you hereunder;
(j) shall not be liable or responsible for any recital or statement
contained in the Offer or any other documents relating thereto;
(k) shall not be liable or responsible for any failure of the
Purchaser or the Parent to comply with any of their respective obligations
relating to the Offer, including without limitation obligations under applicable
securities laws;
(l) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person, including without limitation
the Information Agent; and
(m) shall not be liable or responsible for any delay, failure,
malfunction, interruption or error in the transmission or receipt of
communications or messages through electronic means to you from a Book-Entry
Transfer Facility, or for the actions of any other person in connection with any
such message or communication.
14) Indemnification. (a) The Purchaser and the Parent jointly and
severally indemnify and hold you harmless from and against any loss, liability,
claim or expense ("Loss") arising out of or in connection with your duties under
this Agreement, including the costs and expenses of defending yourself against
any Loss, unless such Loss shall have been determined by a court of competent
jurisdiction to be a result of your gross negligence or intentional misconduct.
Anything in this agreement to the contrary notwithstanding, in no event shall
you be liable for special, indirect, incidental or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if you
have been advised of the likelihood of such damages and regardless of the form
of action. Any liability of ChaseMellon will be limited to the amount of fees
paid by Client hereunder.
(b) In the event any question or dispute arises with respect to the
proper interpretation of this Agreement or your duties hereunder or the rights
of the Purchaser or Parent or of any stockholders surrendering certificates for
Shares pursuant to the Offer, you shall not be required to act and shall not be
held liable or responsible for your refusal to act until the question or dispute
has been judicially settled (and you may, if you in your sole discretion deem it
advisable, but shall not be obligated to, file a suit in interpleader or for a
declaratory judgment for such purpose) by final judgment rendered by a court of
competent jurisdiction, binding on all stockholders and parties interested in
the matter which is no longer subject to review or appeal, or settled by a
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written document in form and substance satisfactory to you and executed by the
Purchaser and Parent and each such stockholder and party. In addition, you may
require for such purpose, but shall not be obligated to require, the execution
of such written settlement by all the stockholders and all other parties that
may have an interest in the settlement.
This section shall survive termination of this Agreement.
15) Termination. Unless terminated earlier by the parties hereto, this
Agreement shall terminate upon (a) Purchaser's termination or withdrawal of the
Offer, (b) if Purchaser does not terminate or withdraw the Offer, the date which
is 6 months after the later of (i) your sending of checks to tendering
stockholders in accordance with Section 9(a) hereof and (ii) your delivery of
certificates to the Purchaser in accordance with Section 9(b) hereof or (c) if
not terminated or withdrawn earlier, the date which is 12 months after the date
of this Agreement. Upon any termination of this Agreement, you shall promptly
deliver to the Purchaser any certificates, funds or property then held by you as
Depositary under this Agreement, and after such time any party entitled to such
certificates, funds or property shall look solely to the Purchaser and not the
Depositary therefore, and all liability of the Depositary with respect thereto
shall cease, provided, however, that the Depositary, before being required to
make such delivery to the Purchaser, may, at the expense of the Purchaser, cause
to be published in a newspaper of general circulation in the City of New York
with consent of the Purchaser as to such cost, or mail to each person who has
tendered Shares but not received payment, or both, notice that such
certificates, funds or property remain unclaimed and that after a date specified
therein, which shall not be less than 30 days from the date of publication or
mailing, any unclaimed balance of such certificates, funds or property will be
delivered to the Purchaser.
17) Representations, Warranties and Covenants. Purchaser represents,
warrants and covenants that (a) it is duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation, (b) the
making and consummation of the Offer and the execution, delivery and performance
of all transactions contemplated thereby (including without limitation this
Agreement) have been duly authorized by all necessary corporate action and will
not result in a breach of or constitute a default under the certificate of
incorporation or bylaws of the Purchaser or any indenture, agreement or
instrument to which it is a party or is bound, (c) this Agreement has been duly
executed and delivered by the Purchaser and constitutes a legal, valid, binding
and enforceable obligation, (d) the Offer will comply in all material respects
with all applicable requirements of law and (e) to the best of its knowledge,
there is no litigation pending or threatened as of the date hereof in connection
with the Offer.
18) Specimen Signatures. Set forth in Exhibit D hereto is a list of the
names and specimen signatures of the persons authorized to act for the Parent
under this Agreement. The Secretary or Assistant Secretary of the and Purchaser
shall, from time to time, certify to you the names and signatures of any other
persons authorized to act for the Purchaser under this Agreement.
19) Notices. All notices, requests and other communications shall be in
writing and sent or delivered to the addresses indicated on the signature page
hereof.
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20) Miscellaneous.
a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New Yorkwithout giving effect to conflict of laws
rules or principles.
b) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties hereto.
c) In the event that any claim of inconsistency between this
Agreement and the terms of the Offer arise, as they may from time to time be
amended, the terms of the Offer shall control, except with respect to the
duties, liabilities and rights, including without limitation compensation and
indemnification, of you as Depositary, which shall be controlled by the terms of
this Agreement.
d) If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be deemed
an Agreement among us to the full extent permitted by applicable law.
e) This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the respective successors and assigns of the parties
hereto.
f) This Agreement may not be assigned by any party without the
prior written consent of all parties.
g) You shall not be liable for any failure or delay arising out of
conditions beyond your reasonable control which may include work stoppages,
fires, civil disobedience, riots, rebellions, storms, electrical, mechanical,
computer or communications facilities failures, acts of God or similar
occurrences.
Please acknowledge receipt of this Letter, the Offer to Purchase,
the Letter of Transmittal, and the Notice of Guaranteed Delivery, and confirm
the arrangements herein provided by signing and returning the enclosed copy
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hereof, whereupon this Agreement and your acceptance of the terms and conditions
herein provided shall constitute a binding Agreement between us.
Very truly yours,
Delaware Group Global Dividend and Income Fund, Inc.
By:
--------------------------------------
Name:
Title:
Address for notices:
Delaware Group Global Dividend and Income Fund, Inc.
Attn: Michael P. Bishof
1818 Market Street
Philadelphia, PA 19103
With a copy to:
Delaware Management Company
Attn: General Counsel
2005 Market Street
Philadelphia, PA 19103
Accepted and agreed to by:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as DEPOSITARY
By:
-------------------------------
Name:
Title:
Address for notices:
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CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Exhibit A Offer to Purchase
Exhibit B Letter of Transmittal
Exhibit C Notice of Guaranteed Delivery
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SCHEDULE 1
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Schedule of Fees
as
Depositary
=============================================================================================================================
I. Acceptance Fee (this fee includes the preparation of
our standard daily report) $7,500.00
II. Examining Letters of Transmittal and accompanying securities,
each $14.00
III. Items requiring additional handling (legal items, option items, $11.00
correspondence items, partial tenders, window items, and items not
providing a taxpayer identification number), each
IV. Guarantee items and Withdrawal items, each $11.00
V. Preparing and filing Form 1099B with tendering stockholder and appropriate Waived
government agencies, each
VI. Backup withholding 31% of purchase price as tax, where applicable, each Waived
VII. Calculating pro-rata items, each N/A
VIII. Midnight Expirations, each $2,500.00
IX. Extensions of Offer, each $2,500.00
X. Special Services By Appraisal
XI. Reasonable-of-pocket expenses, including overtime and microfilming
of letters of transmittal and attached documentation Additional
If the aggregate amount of the fees charged as described
above, exclusive of Special Services and out-of-pocket
expenses, is less than $20,000.00, such fees shall not be
payable and a total fee of $20,000.00 shall be payable in
lieu of such fees.
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