May 22, 2000
Delaware Group Dividend and Income Fund, Inc. 1818 Market Street
Philadelphia, PA 19103
To Whom It May Concern:
This letter of agreement sets forth the terms and conditions by which ChaseMellon Shareholder Services ("we,"
"our," "us" or "ChaseMellon") shall provide to Delaware Group Dividend and Income Fund, Inc., ("you," "your"
or "Delaware") our Information Agent services (the "Services") in connection with the self-tender of your shares
We shall provide you with the following Services:
(i) Counseling you concerning the organization and timing of the Offer.
(ii) Assist in the coordination of all printing activities and advertisement placement in connection with the Offer.
(iii) Establishing contacts with brokers, dealers, banks and other nominees on your behalf in accordance with
Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
(iv) Determining the material requirements necessary to fulfill mailing requirements to all registered and "street"
holders and other interested parties.
(v) Assistance with drafting and reviewing documents in a timely manner, including, but not limited to, the
following documents: Offer to Purchase, Letter of Transmittal (including Certification of Taxpayer Identification
Number on Substitute Form W-9), Notice of Guaranteed Delivery and Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees and Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees ("Offering Materials").
(vi) Distrubute the relevant Offering Materials to the registered and beneficial owners of Delaware's common
stock and to other interested parties.
(vii) Provide a toll-free telehone line for shareholder inquiries from 9:00 a.m. to 5:00 p.m. each business day.
(viii) Building and maintaning a current file of eligible participants, including registered holders and beneficial
holders identified through our research.
(ix) Status reporting to management upon commencement of activity