| DELAWARE INVESTMENTS
FAMILY OF FUNDS
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| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER |
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Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the "Committee") shall be composed of not less than three members, each of whom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any national securities exchange on which any Fund is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have two year terms, renewable for a maximum of three (3) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.
Board Nominations
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| 1. |
Independent Directors/Trustees. Independent Directors/Trustees are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates' qualifications for Board membership and their independence from the Funds' manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers.
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| 2. |
Chair of the Board. The Committee shall nominate the Chair of the Board.
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| 3. |
Committees. The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also make recommendations for members of any new committee established by the Board.
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| 4. |
Affiliated Directors/Trustees. The Committee shall evaluate candidates' qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board.
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| 5. |
Shareholder Recommendations. The Committee shall establish policies and procedures with respect to the submission and consideration of shareholder recommendations regarding candidates for nomination for election to the Board.
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| 6. |
Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
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Corporate Governance
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| 1. |
The Committee shall evaluate annually the ability of each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee's evaluation. |
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The Committee shall monitor the performance of counsel for the independent Directors/Trustees. |
| 3. |
The Committee shall establish procedures to facilitate shareholder communications to the Funds' Board of Directors/Trustees. |
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Other Powers and Responsibilities
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| 1. |
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). |
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The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees. |
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The Committee shall review annually the Board of Directors/Trustees Policies and Practices. |
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The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy. |
| 5. |
The Committee shall perform such other functions that shall be delegated to it from time to time by the Board. |
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