REGISTRAR AND STOCK TRANSFER
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
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, wh