Exhibit 4.1


                      AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this
28th day of January, 2004, by RBC Funds, Inc. ("Acquiring Company"), a Maryland
corporation, with its principal place of business at 90 South Seventh Street,
Suite 4300, Minneapolis, Minnesota 55402, on behalf of RBC Quality Income Fund
("Acquiring Fund"), a separate series of Acquiring Company, and D.L. Babson Bond
Trust ("Target Trust"), a Delaware statutory trust, with its principal place of
business at 90 South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402,
on behalf of each of Portfolio S and Portfolio L (each, a "Target Fund" and
collectively, the "Target Funds" and together with the Acquiring Fund, each a
"Fund" and collectively the "Funds"), each a separate series of Target Trust.

This Agreement is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"). The reorganizations (each a "Reorganization" and
collectively, the "Reorganizations") will consist of the transfer of all of the
assets of each Target Fund to Acquiring Fund in exchange solely for Class S
shares ($0.01 par value per share) of Acquiring Fund (the "Acquiring Fund
Shares"), the assumption by Acquiring Fund of all of the liabilities of each
Target Fund and the distribution of Acquiring Fund Shares to the shareholders of
each Target Fund in complete liquidation of each Target Fund as provided herein,
all upon the terms and conditions hereinafter set forth in this Agreement. All
references in this Agreement to action taken by Acquiring Fund shall be deemed
to refer to action taken by Acquiring Company on behalf of Acquiring Fund and
all references in this Agreement to action taken by a Target Fund shall be
deemed to refer to action taken by Target Trust on behalf of such Target Fund.
Notwithstanding anything to the contrary in this Agreement, the rights and
obligations of each Target Fund, and Target Trust with respect to that Target
Fund, are not contingent upon the satisfaction by any other Target Fund of its
obligations under this Agreement.

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

I. TRANSFER OF ASSETS OF EACH TARGET FUND TO ACQUIRING FUND IN EXCHANGE FOR
ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL TARGET FUND LIABILITIES AND THE
LIQUIDATION OF EACH TARGET FUND

     A. Subject to the terms and conditions set forth herein and on the basis of
the representations and warranties contained herein, each Target Fund agrees to
transfer to Acquiring Fund all of such Target Fund's assets as set forth in
section 1.2, and Acquiring Fund agrees in exchange therefor (i) to deliver to
Portfolio S that number of full and fractional Acquiring Fund Shares and to
Portfolio L that number of full and fractional Acquiring Fund Shares, determined
by dividing the value of such Target Fund's assets net of any liabilities of
that Target Fund, computed in the manner and as of the time and date set forth
in section 2.1, by the net asset value of one Acquiring Fund Share, computed in
the manner and as of the time and date set forth in section 2.2; and (ii) to
assume all of the liabilities of each Target Fund. All Acquiring Fund Shares
delivered to the Target Funds shall be delivered at net asset value without a
sales load, commission or other similar fee being imposed. Such transactions
shall take place at the closing provided for in section 3.1 (the "Closing").

     B. The assets of each Target Fund to be acquired by Acquiring Fund (the
"Assets") shall consist of all assets, including, without limitation, all cash,
cash equivalents, securities, commodities and futures interests and dividends or
interest or other receivables that are owned by such Target Fund and any
deferred or prepaid expenses shown on the unaudited statement of assets and
liabilities of such Target Fund prepared as of the effective time of the Closing
in accordance with generally accepted accounting principles ("GAAP") applied
consistently with those of the Target Fund's most recent audited balance sheet.
The Assets shall constitute at least 90% of the fair market value of the net
assets, and at least 70% of the fair market value of the gross assets, held by
each Target Fund immediately before the Closing (excluding for these purposes
assets used to pay the dividends and other distributions paid pursuant to
section 1.4).





     C. Each Target Fund will endeavor to discharge all of its known liabilities
and obligations prior to the Closing Date (as defined in section 3.6).

     D. On or as soon as practicable prior to the Closing Date (as defined in
section 3.6), each Target Fund will declare and pay to its shareholders of
record one or more dividends and/or other distributions so that it will have
distributed all of its investment company taxable income (computed without
regard to any deduction for dividends paid) and realized net capital gain, if
any, for the current taxable year through the Closing Date.

     E. Immediately after the transfer of Assets provided for in section 1.1,
each Target Fund will distribute to such Target Fund's shareholders of record
(the "Target Fund Shareholders"), determined as of the Valuation Time (as
defined in section 2.1), on a pro rata basis, Acquiring Fund Shares received by
the Target Fund pursuant to section 1.1 and will completely liquidate. Such
distribution and liquidation will be accomplished with respect to each Target
Fund by the transfer of Acquiring Fund Shares then credited to the account of
such Target Fund on the books of Acquiring Fund to open accounts on the share
records of Acquiring Fund in the names of the Target Fund Shareholders.
Acquiring Fund shall have no obligation to inquire as to the validity, propriety
or correctness of such records, but shall assume that such transaction is valid,
proper and correct. The aggregate net asset value of the Acquiring Fund Shares
to be so credited to the Target Fund Shareholders shall be equal to the
aggregate net asset value of the Target Fund shares owned by such shareholders
as of the Valuation Time. All issued and outstanding shares of each Target Fund
will simultaneously be cancelled on the books of such Target Fund, although
share certificates representing interests in shares of a Target Fund will
represent a number of Acquiring Fund Shares after the Closing Date as determined
in accordance with section 2.3. Acquiring Fund will not issue certificates
representing Acquiring Fund Shares in connection with such exchange.

     F. Ownership of Acquiring Fund Shares will be shown on the books of
Acquiring Fund. Shares of Acquiring Fund will be issued in the manner described
in Acquiring Fund's then-current prospectus and statement of additional
information.

     G. Any reporting responsibility of a Target Fund including, without
limitation, the responsibility for filing of regulatory reports, tax returns, or
other documents with the Securities and Exchange Commission (the "Commission"),
any state securities commission, and any federal, state or local tax authorities
or any other relevant regulatory authority, is and shall remain the
responsibility of the applicable Target Fund.

     H. All books and records of each Target Fund, including all books and
records required to be maintained under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the rules and regulations thereunder, shall be
available to Acquiring Fund from and after the Closing Date and shall be turned
over to Acquiring Fund as soon as practicable following the Closing Date.

II. VALUATION

     A. The value of the Assets shall be computed as of the close of regular
trading on the New York Stock Exchange (the "NYSE") on the Closing Date, as
defined in section 3.1 (the "Valuation Time") after the declaration and payment
of any dividends and/or other distributions on that date, using such valuation
procedures as are disclosed in the then-current prospectus and/or statement of
additional information for Acquiring Fund and as have been approved by its Board
of Directors, copies of which have been delivered to each Target Fund.

     B. The net asset value of an Acquiring Fund Share shall be the net asset
value per share computed as of the Valuation Time using the valuation procedures
referred to in section 2.1. Notwithstanding anything to the contrary contained
in this Agreement, in the event that, as of the Valuation Time, there are no
Acquiring Fund Shares issued and outstanding, then, for purposes of this
Agreement, the per share net asset value of an Acquiring Fund Share shall be
equal to the net asset value of one Class I share of Acquiring Fund.





     C. The number of Acquiring Fund Shares to be issued (including fractional
shares, if any) in exchange for the Assets shall be determined by dividing the
value of the Assets of the applicable Target Fund determined in accordance with
section 2.1 by the net asset value of one Acquiring Fund Share determined in
accordance with section 2.2.

     D. With respect to each Reorganization, all computations of value hereunder
shall be made by or under the direction of each of the applicable Fund's
respective accounting agent, if applicable, in accordance with its regular
practice and the requirements of the 1940 Act and shall be subject to
confirmation by each of the applicable Fund's respective independent accountants
upon the reasonable request of the other Fund.

III. CLOSING AND CLOSING DATE

     A. The Closing of the transactions contemplated by this Agreement shall be
March 31, 2004, or such later date as the parties may agree in writing (the
"Closing Date"). All acts taking place at the Closing shall be deemed to take
place simultaneously as of 4:00 p.m., Eastern time, on the Closing Date, unless
otherwise agreed to by the parties. The Closing shall be held at the offices of
Acquiring Company, 90 South Seventh Street, Suite 4300, Minneapolis, Minnesota
55402, or at such other place and time as the parties may agree.

     B. Each Target Fund shall deliver to Acquiring Fund on the Closing Date a
schedule of Assets.

     C. Each Target Fund shall direct Wells Fargo Bank Minnesota, N.A., as
custodian for such Target Fund, to deliver at the Closing a certificate of an
authorized officer stating that (a) the Assets shall have been delivered in
proper form to Wells Fargo Bank Minnesota, N.A., custodian for Acquiring Fund,
prior to or on the Closing Date and (b) all necessary taxes in connection with
the delivery of the Assets, including all applicable federal and state stock
transfer stamps, if any, have been paid or provision for payment has been made.
Each Target Fund's portfolio securities represented by a certificate or other
written instrument shall be presented by the custodian for such Target Fund to
the custodian for Acquiring Fund for examination no later than five business
days preceding the Closing Date and transferred and delivered by each Target
Fund as of the Closing Date for the account of Acquiring Fund duly endorsed in
proper form for transfer in such condition as to constitute good delivery
thereof. Each Target Fund's portfolio securities and instruments deposited with
a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be
delivered as of the Closing Date by book entry in accordance with the customary
practices of such depositories and the custodian for Acquiring Fund. The cash to
be transferred by each Target Fund shall be delivered by wire transfer of
federal funds on the Closing Date.

     D. Each Target Fund shall direct Boston Financial Data Services ("Transfer
Agent"), as transfer agent for each Target Fund, to deliver at the Closing a
certificate of an authorized officer stating that its records contain the names
and addresses of such Target Fund Shareholders and the number and percentage
ownership (to three decimal places) of outstanding Target Fund shares, as
applicable, owned by each such shareholder immediately prior to the Closing.
Acquiring Fund shall issue and deliver a confirmation evidencing Acquiring Fund
Shares to be credited on the Closing Date to each Target Fund or provide
evidence satisfactory to each Target Fund that such Acquiring Fund Shares have
been credited to such Target Fund's account on the books of Acquiring Fund. At
the Closing, each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, if any, receipts or other documents as such
other party or its counsel may reasonably request to effect the transactions
contemplated by this Agreement.

     E. In the event that immediately prior to the Valuation Time (a) the NYSE
or another primary trading market for portfolio securities of Acquiring Fund or
a Target Fund shall be closed to trading or trading thereupon shall be
restricted, or (b) trading or the reporting of trading thereupon or elsewhere
shall be disrupted so that, in the judgment of the Board members of either party
to this Agreement, accurate appraisal of the value of the net assets with
respect to the Acquiring Fund Shares or the shares of a Target Fund is
impracticable, the Closing Date shall be postponed until the first business day
after the day when trading shall have been fully resumed and reporting shall
have been restored.





     F. The liabilities of each Target Fund shall include all of such Target
Fund's liabilities, debts, obligations, and duties of whatever kind or nature,
whether absolute, accrued, contingent, or otherwise, whether or not arising in
the ordinary course of business, whether or not determinable at the Closing
Date, and whether or not specifically referred to in this Agreement including
but not limited to any deferred compensation to such Target Fund's board
members.

IV. REPRESENTATIONS AND WARRANTIES

     A. Except as has been fully disclosed to Acquiring Fund prior to the date
of this Agreement in a written instrument executed by an appropriate officer of
Target Trust, Target Trust, on behalf of each Target Fund, represents and
warrants to Acquiring Fund as follows:

         1. Target Fund is duly established as a series of Target Trust, which
is a trust duly organized and validly existing under the laws of the State of
Delaware, with power under Target Trust's Declaration of Trust, as amended from
time to time, to own all of its Assets and to carry on its business as it is now
being conducted and, subject to approval of shareholders of such Target Fund, to
carry out this Agreement. The Target Fund is qualified to do business in all
jurisdictions in which it is required to be so qualified, except jurisdictions
in which the failure to so qualify would not reasonably be expected to have a
material adverse effect on such Target Fund. Such Target Fund has all material
federal, state and local authorizations necessary to own all of its Assets and
to carry on its business as now being conducted, except authorizations that the
failure to so obtain would not reasonably be expected to have a material adverse
effect on such Target Fund;

         2. The Target Fund is registered with the Commission as an open-end
management investment company under the 1940 Act, and such registration is in
full force and effect and such Target Fund is in compliance in all material
respects with the 1940 Act and the rules and regulations thereunder;

         3. No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Target Fund of
the transactions contemplated herein, except such as have been obtained under
the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange
Act of 1934, as amended (the "1934 Act") and the 1940 Act and such as may be
required by state securities laws;

         4. The Target Fund is not, and the execution, delivery and performance
of this Agreement by the Target Fund will not (i) result in a violation of
Delaware law or of Target Trust's Declaration of Trust, or By-Laws; (ii) result
in a material violation or breach of, or constitute a default under, any
material agreement, indenture, instrument, contract, lease or other undertaking
to which such Target Fund is a party or by which it is bound, or the
acceleration of any obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or decree to which
such Target Fund is a party or by which it is bound, or (iii) result in the
creation or imposition of any lien, charge or encumbrance or any property or
assets of such Target Fund;

         5. All material contracts or other commitments of the target Fund
(other than this Agreement and any contracts listed on Schedule A) will
terminate without liability to such Target Fund on or prior to the Closing Date.
Each contract listed on Schedule A is a valid, binding and enforceable
obligation of each party thereto and the assignment by such Target Fund to
Acquiring Fund of each such contract will not result in the termination of such
contract, any breach or default thereunder or the imposition of any penalty
thereunder;

         6. No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Target Fund or any properties or assets held by
it. Such Target Fund knows of no facts that might form the basis for the
institution of such proceedings that would materially and adversely affect its
business and is not a party to or subject to the provisions of any order, decree
or judgment of any court or governmental body which materially and adversely
affects its business or its ability to consummate the transactions herein
contemplated;





         7. The Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets and Financial Highlights of the Target Fund
at and for the fiscal year ended June 30, 2003, have been audited by
PricewaterhouseCoopers LLP ("PwC"), and are in accordance with GAAP consistently
applied, and such statements (a copy of each of which has been furnished to
Acquiring Fund) present fairly, in all material respects, the financial position
of such Target Fund as of such date in accordance with GAAP, and there are no
known contingent liabilities of such Target Fund required to be reflected on a
balance sheet (including the notes thereto) in accordance with GAAP as of such
date not disclosed therein;

         8. Since June 30, 2003, there has not been any material adverse change
in the Target Fund's financial condition, assets, liabilities or business other
than changes occurring in the ordinary course of business, or any incurrence by
such Target Fund of indebtedness maturing more than one year from the date such
indebtedness was incurred except as otherwise disclosed to and accepted in
writing by Acquiring Fund. For purposes of this subsection (h), a decline in net
asset value per share of a Target Fund due to declines in market values of
securities in a Target Fund's portfolio, the discharge of such Target Fund
liabilities, or the redemption of such Target Fund shares by such Target Fund's
Shareholders shall not constitute a material adverse change;

         9. At the date hereof and at the Closing Date, all federal and other
tax returns and reports of the Target Fund required by law to have been filed by
such dates (including any extensions) shall have been filed and are or will be
correct in all material respects, and all federal and other taxes shown as due
or required to be shown as due on said returns and reports shall have been paid
or provision shall have been made for the payment thereof, and, to the best of
such Target Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;

         10. For each taxable year of its operation (including the taxable year
ending on the Closing Date), the Target Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as a regulated
investment company and has elected to be treated as such, has been eligible to
and has computed its federal income tax under Section 852 of the Code, and will
have distributed all of its investment company taxable income and net capital
gain (as defined in the Code) that has accrued through the Closing Date;

         11. All issued and outstanding shares of the Target Fund (i) have been
offered and sold in every state and the District of Columbia in compliance in
all material respects with applicable registration requirements of the 1933 Act
and state securities laws, (ii) are, and on the Closing Date will be, duly and
validly issued and outstanding, fully paid and non-assessable and not subject to
preemptive or dissenter's rights, and (iii) will be held at the time of the
Closing by the persons and in the amounts set forth in the records of the
Transfer Agent, as provided in section 3.4. Such Target Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any of such Target Fund shares, nor is there outstanding any security
convertible into any of such Target Fund shares;

         12. At the Closing Date, the Target Fund will have good and marketable
title to the Assets to be transferred to Acquiring Fund pursuant to section 1.2
and full right, power and authority to sell, assign, transfer and deliver such
Assets hereunder free of any liens or other encumbrances, and upon delivery and
payment for such Assets, Acquiring Fund will acquire good and marketable title
thereto, subject to no restrictions on the full transfer thereof, including such
restrictions as might arise under the 1933 Act and the 1940 Act;

         13. The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on the
part of the Board members of Target Trust, (including the determinations
required by Rule 17a-8(a) under the 1940 Act), and, subject to the approval of
the Target Fund Shareholders, this Agreement constitutes a valid and binding
obligation of such Target Fund, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;





         14. The information to be furnished by the Target Fund for use in
applications for orders, registration statements or proxy materials or for use
in any other document filed or to be filed with any federal, state or local
regulatory authority (including the National Association of Securities Dealers,
Inc. (the "NASD")), which may be necessary in connection with the transactions
contemplated hereby, shall be accurate and complete in all material respects and
shall comply in all material respects with federal securities and other laws and
regulations applicable thereto;

         15. The current prospectus and statement of additional information of
the Target Fund conform in all material respects to the applicable requirements
of the 1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading; and

         16. The Proxy Statement/Prospectus (as defined in Section 5.7), insofar
as it relates to the Target Fund, will, on the effective date of the
Registration Statement and on the Closing Date, (i) comply in all material
respects with the provisions and Regulations of the 1933 Act, 1934 Act and 1940
Act, as applicable, and (ii) not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements are made, not materially misleading; provided, however, that the
representations and warranties in this section shall not apply to statements in
or omissions from the Proxy Statement and the Registration Statement made in
reliance upon and in conformity with information that was furnished or should
have been furnished by Acquiring Fund for use therein.

     B. Except as has been fully disclosed to each Target Fund prior to the date
of this Agreement in a written instrument executed by an appropriate officer of
Acquiring Company, Acquiring Company, on behalf of Acquiring Fund, represents
and warrants to each Target Fund as follows:

         1. Acquiring Company is a corporation duly organized and validly
existing under the laws of the State of Maryland, with power under Acquiring
Company's Articles of Incorporation, as amended from time to time, to own all of
its Assets and to carry on its business as it is now being conducted. Acquiring
Fund is a separate series of Acquiring Company duly designated in accordance
with applicable provisions of Acquiring Company's Articles of Incorporation.
Acquiring Company and Acquiring Fund are qualified to do business in all
jurisdictions in which it is required to be so qualified, except jurisdictions
in which the failure to so qualify would not reasonably be expected to have a
material adverse effect on Acquiring Company or Acquiring Fund. Acquiring Fund
has all material federal, state and local authorizations necessary to own all of
the properties and assets and to carry on its business as now being conducted,
except authorizations that the failure to so obtain would not reasonably be
expected to have a material adverse effect on Acquiring Fund;

         2. Acquiring Company is registered with the Commission as an open-end
management investment company under the 1940 Act, and such registration is in
full force and effect and Acquiring Fund is in compliance in all material
respects with the 1940 Act and the rules and regulations thereunder;

         3. No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Acquiring Fund of the
transactions contemplated herein, except such as have been obtained under the
1933 Act, the 1934 Act and the 1940 Act and such as may be required by state
securities laws;

         4. Acquiring Fund is not, and the execution, delivery and performance
of this Agreement by Acquiring Fund will not (i) result in a material violation
of Maryland law or of its Articles of Incorporation or By-Laws; (ii) result in a
violation or breach of, or constitute a default under, any material agreement,
indenture, instrument, contract, lease or other undertaking to which Acquiring
Fund is a party or by which it is bound; or the acceleration of any obligation,
or the imposition of any penalty, under any agreement, indenture, instrument,





contract, lease, judgment or decree to which Acquiring Fund is a party or by
which it is bound, or (iii) result in the creation or imposition of any lien,
charge or encumbrance or any property or assets of Acquiring Fund;

         5. No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against Acquiring Fund or any properties or assets held by
it. Acquiring Fund knows of no facts that might form the basis for the
institution of such proceedings that would materially and adversely affect its
business and is not a party to or subject to the provisions of any order, decree
or judgment of any court or governmental body which materially and adversely
affects its business or its ability to consummate the transactions herein
contemplated;

         6. The Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets, and Financial Highlights, and the Investment
Portfolio of Acquiring Fund at and for the fiscal year ended April 30, 2003,
have been audited by PricewaterhouseCoopers LLP ("PwC"), and are in accordance
with GAAP consistently applied, and such statements (a copy of each of which has
been furnished to each Target Fund) present fairly, in all material respects,
the financial position of Acquiring Fund as of such date in accordance with
GAAP, and there are no known contingent liabilities of Acquiring Fund required
to be reflected on a balance sheet (including the notes thereto) in accordance
with GAAP as of such date not disclosed therein;

         7. The Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets and Financial Highlights at and for the
six-month period ended October 31, 2003 (unaudited) are, or will be when sent to
Acquiring Fund Shareholders in the regular course, in accordance with GAAP
consistently applied, and such statements (a copy of which has or will be
furnished to each Target Fund) present or will present fairly, in all material
respects, the financial position of Acquiring Fund as of such date in accordance
with GAAP, including any known contingent liabilities of Acquiring Fund required
to be reflected on a balance sheet in accordance with GAAP as of such date;

         8. Since October 31, 2003, there has not been any material adverse
change in Acquiring Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of business, or any
incurrence by Acquiring Fund of indebtedness maturing more than one year from
the date such indebtedness was incurred except as otherwise disclosed to and
accepted in writing by each Target Fund. For purposes of this subsection (g), a
decline in net asset value per share of Acquiring Fund due to declines in market
values of securities in Acquiring Fund's portfolio, the discharge of Acquiring
Fund liabilities, or the redemption of Acquiring Fund shares by Acquiring Fund
shareholders shall not constitute a material adverse change;

         9. At the date hereof and at the Closing Date, all federal and other
tax returns and reports of Acquiring Fund required by law to have been filed by
such dates (including any extensions) shall have been filed and are or will be
correct in all material respects, and all federal and other taxes shown as due
or required to be shown as due on said returns and reports shall have been paid
or provision shall have been made for the payment thereof, and, to the best of
Acquiring Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;

         10. For each taxable year of its operation, Acquiring Fund has met the
requirements of Subchapter M of the Code for qualification and treatment as a
regulated investment company and has elected to be treated as such, has been
eligible to and has computed its federal income tax under Section 852 of the
Code, and will do so for the taxable year including the Closing Date;

         11. All issued and outstanding shares of Acquiring Fund (i) have been
offered and sold in every state and the District of Columbia in compliance in
all material respects with applicable registration requirements of the 1933 Act
and state securities laws and (ii) are, and on the Closing Date will be, duly
and validly issued and outstanding, fully paid and non-assessable, and not
subject to preemptive or dissenter's rights. The Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase





any of Acquiring Fund shares, nor is there outstanding any security convertible
into any of Acquiring Fund shares;

         12. Acquiring Fund Shares to be issued and delivered to each Target
Fund, for the account of the Target Fund Shareholders, pursuant to the terms of
this Agreement, will at the Closing Date have been duly authorized and, when so
issued and delivered, will be duly and validly issued and outstanding Acquiring
Fund Shares, and will be fully paid and non-assessable;

         13. At the Closing Date, Acquiring Fund will have good and marketable
title to Acquiring Fund's assets, free of any liens or other encumbrances;

         14. The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on the
part of the Board members of Acquiring Company (including the determinations
required by Rule 17a-8(a) under the 1940 Act), and this Agreement will
constitute a valid and binding obligation of Acquiring Company, on behalf of
Acquiring Fund, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;

         15. The information to be furnished by Acquiring Fund for use in
applications for orders, registration statements or proxy materials or for use
in any other document filed or to be filed with any federal, state or local
regulatory authority (including the NASD), which may be necessary in connection
with the transactions contemplated hereby, shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto;

         16. The current prospectus and statement of additional information of
Acquiring Fund conform in all material respects to the applicable requirements
of the 1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading;

         17. The Proxy Statement/Prospectus to be included in the Registration
Statement, only insofar as it relates to Acquiring Fund, will, on the effective
date of the Registration Statement and on the Closing Date, (i) comply in all
material respects with the provisions and Regulations of the 1933 Act, 1934 Act,
and 1940 Act and (ii) not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which such
statements were made, not materially misleading; provided, however, that the
representations and warranties in this section shall not apply to statements in
or omissions from the Proxy Statement and the Registration Statement made in
reliance upon and in conformity with information that was furnished or should
have been furnished by each Target Fund for use therein; and

         18. Acquiring Fund agrees to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such of
the state securities laws as may be necessary in order to continue its
operations after the Closing Date.

V. COVENANTS OF ACQUIRING FUND AND EACH TARGET FUND

     A. Each Fund covenants to operate its business in the ordinary course
between the date hereof and the Closing Date, it being understood that (a) such
ordinary course of business will include (i) the declaration and payment of
customary dividends and other distributions and (ii) such changes as are
contemplated by the Fund's normal operations; and (b) each Fund shall retain
exclusive control of the composition of its portfolio until the Closing Date. No
party shall take any action that would, or reasonably would be expected to,
result in any of its representations and warranties set forth in this Agreement
being or becoming untrue in any material respect. Subject to the foregoing
covenants in this Section 5.1 and each Fund's respective investment objectives,
policies and restrictions, each Fund covenants and agrees to coordinate the
respective portfolios of Acquiring Fund and each Target Fund from the date of
the Agreement up to and including the Closing Date in order that at Closing,
when the Assets are added to Acquiring Fund's portfolio, the resulting portfolio
will meet Acquiring Fund's investment objective, policies and restrictions, as
set forth in Acquiring Fund's Prospectus, a copy of which has been delivered to
each Target Fund.

     B. Upon reasonable notice, Acquiring Fund's officers and agents shall have
reasonable access to each Target Fund's books and records necessary to maintain
current knowledge of each Target Fund and to ensure that the representations and
warranties made by each Target Fund are accurate.

     C. Each Target Fund covenants to call a meeting of such Target Fund
Shareholders entitled to vote thereon to consider and act upon this Agreement
and to take all other reasonable action necessary to obtain approval of the
transactions contemplated herein. Such meeting shall be scheduled for no later
than June 30, 2004.

     D. Each Target Fund covenants that Acquiring Fund Shares to be issued
hereunder are not being acquired for the purpose of making any distribution
thereof other than in accordance with the terms of this Agreement.

     E. Each Target Fund covenants that it will assist Acquiring Fund in
obtaining such information as Acquiring Fund reasonably requests concerning the
beneficial ownership of such Target Fund shares.

     F. Subject to the provisions of this Agreement, each Fund will take, or
cause to be taken, all actions, and do or cause to be done, all things
reasonably necessary, proper and/or advisable to consummate and make effective
the transactions contemplated by this Agreement.

     G. Each Fund covenants to prepare in compliance with the 1933 Act, the 1934
Act and the 1940 Act the Registration Statement on Form N-14 (the "Registration
Statement") in connection with the meeting of Target Fund Shareholders to
consider approval of this Agreement and the transactions contemplated herein.
Acquiring Fund will file the Registration Statement, including a proxy
statement/prospectus (the "Proxy Statement/Prospectus"), with the Commission.
Each Target Fund will provide Acquiring Fund with information reasonably
necessary for the preparation of the Proxy Statement/Prospectus, in compliance
in all material respects with the 1933 Act, the 1934 Act and the 1940 Act.

     H. Each Target Fund covenants that it will, from time to time, as and when
reasonably requested by Acquiring Fund, execute and deliver or cause to be
executed and delivered all such assignments and other instruments, and will take
or cause to be taken such further action as Acquiring Fund may reasonably deem
necessary or desirable in order to vest in and confirm Acquiring Fund's title to
and possession of all the assets and otherwise to carry out the intent and
purpose of this Agreement.

     I. Acquiring Fund covenants to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act and 1940 Act, and such of
the state securities laws as it deems appropriate in order to continue its
operations after the Closing Date and to consummate the transactions
contemplated herein; provided, however, that Acquiring Fund may take such
actions it reasonably deems advisable after the Closing Date as circumstances
change.

     J. Acquiring Fund covenants that it will, from time to time, as and when
reasonably requested by a Target Fund, execute and deliver or cause to be
executed and delivered all such assignments, assumption agreements, releases,
and other instruments, and will take or cause to be taken such further action,
as such Target Fund may reasonably deem necessary or desirable in order to (i)
vest and confirm to such Target Fund title to and possession of all Acquiring
Fund shares to be transferred to such Target Fund pursuant to this Agreement and
(ii) assume the liabilities from such Target Fund.





     K. As soon as reasonably practicable after the Closing, each Target Fund
shall make a liquidating distribution to its shareholders consisting of
Acquiring Fund Shares received at the Closing.

     L. Each Fund shall use its reasonable best efforts to fulfill or obtain the
fulfillment of the conditions precedent to effect the transactions contemplated
by this Agreement as promptly as practicable.

     M. The intention of the parties is that each Reorganization will qualify as
a reorganization within the meaning of Section 368(a) of the Code. Neither
Acquiring Company nor the Funds shall take any action, or cause any action to be
taken (including, without limitation, the filing of any tax return) that is
inconsistent with such treatment or results in the failure of a transaction to
qualify as a reorganization within the meaning of Section 368(a) of the Code. At
or prior to the Closing Date, Acquiring Company and each Fund will take such
action, or cause such action to be taken, as is reasonably necessary to enable
Dechert LLP to render the tax opinion contemplated herein in section 8.5.

     N. At or immediately prior to the Closing, each Target Fund will declare
and pay to its stockholders a dividend or other distribution in an amount large
enough so that it will have distributed all of its investment company taxable
income (computed without regard to any deduction for dividends paid) and
realized net capital gain, if any, for the current taxable year through the
Closing Date.

VI. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TARGET FUND

With respect to the Reorganizations, the obligations of each Target Fund to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by Acquiring Fund of all the obligations to be
performed by it hereunder on or before the Closing Date, and, in addition
thereto, the following further conditions:

     A. All representations and warranties of Acquiring Company, on behalf of
Acquiring Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date; and there
shall be (i) no pending or threatened litigation brought by any person (other
than a Target Fund, its adviser or any of their affiliates) against Acquiring
Fund or its investment adviser, Board members or officers arising out of this
Agreement and (ii) no facts known to Acquiring Fund which Acquiring Fund
reasonably believes might result in such litigation.

     B. Acquiring Fund shall have delivered to each Target Fund on the Closing
Date a certificate executed in its name by its President or a Vice President, in
a form reasonably satisfactory to such Target Fund, and dated as of the Closing
Date, to the effect that the representations and warranties of Acquiring Company
with respect to Acquiring Fund made in this Agreement are true and correct on
and as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as such Target Fund
shall reasonably request.

     C. Each Target Fund shall have received on the Closing Date an opinion of
counsel, in a form reasonably satisfactory to such Target Fund, and dated as of
the Closing Date, to the effect that:

         1. Acquiring Company has been duly formed and is an existing
corporation under the laws of the State of Maryland;

         2. Acquiring Fund has the power to carry on its business as presently
conducted in accordance with the description thereof in Acquiring Company's
registration statement under the 1940 Act;

         3. the Agreement has been duly authorized, executed and delivered by
Acquiring Company, on behalf of Acquiring Fund, and constitutes a valid and
legally binding obligation of Acquiring Company, on behalf of Acquiring Fund,
enforceable in accordance with its terms, subject to bankruptcy,





insolvency, fraudulent transfer, reorganization, moratorium and laws of general
applicability relating to or affecting creditors' rights and to general equity
principles;

         4. the execution and delivery of the Agreement did not, and the
exchange of each Target Fund's assets for Acquiring Fund Shares pursuant to the
Agreement will not, violate Acquiring Company's Articles of Incorporation or
By-laws; and

         5. to the knowledge of such counsel, and without any independent
investigation, (i) Acquiring Company is not subject to any ongoing or pending
litigation or other proceedings that are reasonably expected to have a
materially adverse effect on the operations of Acquiring Company, (ii) Acquiring
Company is duly registered as an investment company with the Commission and is
not subject to any stop order; and (iii) all regulatory consents,
authorizations, approvals or filings required to be obtained or made by
Acquiring Fund under the federal laws of the United States or the laws of the
State of Maryland for the exchange of each Target Fund's assets for Acquiring
Fund Shares, pursuant to the Agreement, have been obtained or made. In rendering
such opinion, such counsel may (1) make assumptions regarding the authenticity,
genuineness, and/or conformity of documents and copies thereof without
independent verification thereof, (2) limit such opinion to applicable federal
and state law, and (3) define the word "knowledge" and related terms to mean the
knowledge of attorneys then with such counsel who have devoted substantive
attention to matters directly related to this Agreement and the Reorganizations.
The delivery of such opinion is conditioned upon receipt by counsel of customary
representations it shall reasonably request of Acquiring Company, on behalf of
Acquiring Fund, and Target Trust, on behalf of the Target Funds, respectively.

     D. Acquiring Fund shall have performed all of the covenants and complied
with all of the provisions required by this Agreement to be performed or
complied with by Acquiring Fund on or before the Closing Date.

VII. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND

With respect to the Reorganizations, the obligations of Acquiring Fund to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by each Target Fund of all of the obligations to be
performed by it hereunder on or before the Closing Date and, in addition
thereto, the following further conditions with respect to such target Fund:

     A. All representations and warranties of the Target Fund, contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date, with the same force and effect as if
made on and as of the Closing Date; and there shall be (i) no pending or
threatened litigation brought by any person (other than Acquiring Fund, its
advisor or any of their affiliates) against such Target Fund or its investment
adviser(s), Board members or officers arising out of this Agreement and (ii) no
facts known to a Target Fund which a Target Fund reasonably believes might
result in such litigation.

     B. The Target Fund shall have delivered to Acquiring Fund a statement of
such Target Fund's Assets and liabilities as of the Closing Date, certified by
the Treasurer of such Target Fund.

     C. The Target Fund shall have delivered to Acquiring Fund on the Closing
Date a certificate executed in its name by its President or a Vice President, in
a form reasonably satisfactory to Acquiring Fund, and dated as of the Closing
Date, to the effect that the representations and warranties of such Target Fund
made in this Agreement are true and correct on and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as Acquiring Fund shall reasonably
request.





D. Acquiring Fund shall have received on the Closing Date an opinion of counsel,
in a form reasonably satisfactory to Acquiring Fund, and dated as of the Closing
Date, to the effect that:

         1. the Target Fund has been duly formed and is an existing corporation
under the laws of the State of Maryland;

         2. the Target Fund has the power to carry on its business as presently
conducted in accordance with the description thereof in such Target Fund's
registration statement under the 1940 Act;

         3. the Agreement has been duly authorized, executed and delivered by
the Target Fund, and constitutes a valid and legally binding obligation of such
Target Fund, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and laws of general
applicability relating to or affecting creditors' rights and to general equity
principles;

         4. the execution and delivery of the Agreement did not, and the
exchange of the Target Fund's assets for Acquiring Fund Shares pursuant to the
Agreement will not, violate such Target Fund's Articles of Incorporation, or
By-laws; and

         5. to the knowledge of such counsel, and without any independent
investigation, (i) the Target Fund is not subject to any ongoing or pending
litigation that is reasonably expected to have a materially adverse effect on
the operations of such Target Fund, (ii) the Target Fund is duly registered as
an investment company with the Commission and is not subject to any stop order,
and (iii) all regulatory consents, authorizations, approvals or filings required
to be obtained or made by each Target Fund under the federal laws of the United
States or the laws of the State of Maryland for the exchange of such Target
Fund's assets for Acquiring Fund Shares, pursuant to the Agreement, have been
obtained or made. In rendering such opinion, such counsel may (1) make
assumptions regarding the authenticity, genuineness, and/or conformity of
documents and copies thereof without independent verification thereof, (2) limit
such opinion to applicable federal and state law, and (3) define the word
"knowledge" and related terms to mean the knowledge of attorneys then with such
counsel who have devoted substantive attention to matters directly related to
this Agreement and the Reorganizations. The delivery of such opinion is
conditioned upon receipt by counsel of customary representations it shall
reasonably request of Acquiring Company, on behalf of each of Acquiring Fund,
and the Target Funds, respectively.

     E. The Target Fund shall have performed all of the covenants and complied
with all of the provisions required by this Agreement to be performed or
complied with by such Target Fund on or before the Closing Date.

VIII. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND AND EACH
TARGET FUND

     If any of the conditions set forth below have not been met on or before the
Closing Date with respect to each Target Fund or Acquiring Fund, the other party
to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:

     A. This Agreement and the transactions contemplated herein, with respect to
each Target Fund, shall have been approved by the requisite vote of the holders
of the outstanding shares of such Target Fund in accordance with the provisions
of Target Trust's Declaration of Trust and By-laws, applicable Delaware law and
the 1940 Act, and certified copies of the resolutions evidencing such approval
shall have been delivered to Acquiring Fund. Notwithstanding anything herein to
the contrary, neither Acquiring Fund nor the Target Funds may waive the
conditions set forth in this section 8.1.

     B. On the Closing Date, no action, suit or other proceeding shall be
pending or to its knowledge threatened before any court or governmental agency
in which it is sought to restrain or prohibit, or obtain material damages or
other relief in connection with, this Agreement or the transactions contemplated
herein.

     C. All consents of other parties and all other consents, orders and permits
of federal, state and local regulatory authorities deemed necessary by Acquiring
Fund or a Target Fund to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of Acquiring Fund or a
Target Fund, provided that either party hereto may for itself waive any of such
conditions.

     D. The Registration Statement shall have become effective under the 1933
Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act.

     E. With respect to each Reorganization, the parties shall have received an
opinion of Dechert LLP addressed to each of Acquiring Fund and the Target Fund,
in a form reasonably satisfactory to each such party, substantially to the
effect that, based upon certain facts, assumptions and representations of the
parties, for federal income tax purposes: (i) the transfer to Acquiring Fund of
all of the assets of the Target Fund in exchange solely for Acquiring Fund
Shares and the assumption by Acquiring Fund of all of the liabilities of the
Target Fund, followed by the distribution of such shares to Target Fund
Shareholders in exchange for their shares of the Target Fund in complete
liquidation of the Target Fund, will constitute a "reorganization" within the
meaning of Section 368(a)(1) of the Code, and Acquiring Fund and the Target Fund
will each be "a party to a reorganization" within the meaning of Section 368(b)
of the Code; (ii) no gain or loss will be recognized by the Target Fund upon the
transfer of all of its assets to Acquiring Fund in exchange solely for Acquiring
Fund Shares and the assumption by Acquiring Fund of all of the liabilities of
the Target Fund; (iii) the basis of the assets of the Target Fund in the hands
of Acquiring Fund will be the same as the basis of such assets of the Target
Fund immediately prior to the transfer; (iv) the holding period of the assets of
the Target Fund in the hands of Acquiring Fund will include the period during
which such assets were held by the Target Fund; (v) no gain or loss will be
recognized by Acquiring Fund upon the receipt of the assets of the Target Fund
in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of
all of the liabilities of the Target Fund; (vi) no gain or loss will be
recognized by the Target Fund Shareholders upon the receipt of Acquiring Fund
Shares solely in exchange for their shares of the Target Fund as part of the
transaction; (vii) the basis of Acquiring Fund Shares received by Target Fund
Shareholders will be the same as the basis of the shares of the Target Fund
exchanged therefor; and (viii) the holding period of Acquiring Fund Shares
received by Target Fund Shareholders will include the holding period during
which the shares of the Target Fund exchanged therefor were held, provided that
at the time of the exchange the shares of the Target Fund were held as capital
assets in the hands of Target Fund Shareholders. The delivery of such opinion is
conditioned upon receipt by Dechert LLP of representations it shall request of
Acquiring Company and the Target Fund. Notwithstanding anything herein to the
contrary, neither Acquiring Fund nor the Target Fund may waive the condition set
forth in this section 8.5. No opinion will be expressed by Dechert LLP, however,
as to whether (a) any accrued market discount will be required to be recognized
as ordinary income or (b) any gain or loss will be recognized (i) by a Target
Fund in connection with the transfer from the Target Fund to Acquiring Fund of
any section 1256 contracts (as defined in Section 1256 of the Code) or (ii) by
the Target Fund or Acquiring Fund in connection with any dispositions of assets
by such Fund prior to or following its respective Reorganization.

IX. INDEMNIFICATION

     A. Acquiring Fund agrees to indemnify and hold harmless each Target Fund
and each of such Target Fund's Board members and officers from and against any
and all losses, claims, damages, liabilities or expenses (including, without
limitation, the payment of reasonable legal fees and reasonable costs of
investigation) to which jointly and severally, such Target Fund or any of its
Board members or officers may





become subject, insofar as any such loss, claim, damage, liability or expense
(or actions with respect thereto) arises out of or is based on any breach by
Acquiring Fund of any of its representations, warranties, covenants or
agreements set forth in this Agreement.

     B. Each Target Fund agrees to indemnify and hold harmless Acquiring Fund
and each of Acquiring Fund's Board members and officers from and against any and
all losses, claims, damages, liabilities or expenses (including, without
limitation, the payment of reasonable legal fees and reasonable costs of
investigation) to which jointly and severally, Acquiring Fund or any of its
Board members or officers may become subject, insofar as any such loss, claim,
damage, liability or expense (or actions with respect thereto) arises out of or
is based on any breach by such Target Fund of any of its representations,
warranties, covenants or agreements set forth in this Agreement.

X. FEES AND EXPENSES

     A. Each of Acquiring Company, on behalf of Acquiring Fund, and the Target
Funds, represents and warrants to the other that it has no obligations to pay
any brokers or finders fees in connection with the transactions provided for
herein.

     B. Voyageur Asset Management, Inc. ("Voyageur") will bear all the expenses
associated with each Reorganization, except that Acquiring Fund will bear all
SEC registration fees. Any such expenses which are so borne by Voyageur will be
solely and directly related to such Reorganization within the meaning of Revenue
Ruling 73-54, 1973-1 C.B. 187. Target Fund Shareholders will pay their own
expenses, if any, incurred in connection with each Reorganization.

XI. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

     A. Each Fund agrees that no party has made any representation, warranty or
covenant not set forth herein and that this Agreement constitutes the entire
agreement between the parties.

     B. Except as specified in the next sentence set forth in this section 11.2,
the representations, warranties and covenants contained in this Agreement or in
any document delivered pursuant hereto or in connection herewith shall not
survive the consummation of the transactions contemplated hereunder. The
covenants to be performed after the Closing and the obligations of each of
Acquiring Fund and the Target Funds in sections 9.1 and 9.2 shall survive the
Closing.





XII. TERMINATION

     This Agreement may be terminated and the transactions contemplated hereby
may be abandoned by any party as it relates to the transactions applicable to
such party (i) by the mutual agreement of the parties, or (ii) by either party
if the Closing shall not have occurred on or before July 15, 2004, unless such
date is extended by mutual agreement of the parties, or (iii) by either party if
the other party shall have materially breached its obligations under this
Agreement or made a material and intentional misrepresentation herein or in
connection herewith, or (iv) upon the resolution of either of the Board of
Directors of Acquiring Company or the Board of Directors of Target Fund, at any
time prior to the Closing Date, if circumstances should develop that, in the
opinion of that Board, make proceeding with the Agreement inadvisable with
respect to Acquiring Company or Target Fund, respectively. In the event of any
such termination, this Agreement shall become void and there shall be no
liability hereunder on the part of any party or their respective Board members
or officers, except for any such material breach or intentional
misrepresentation, as to each of which all remedies at law or in equity of the
party adversely affected shall survive.

XIII. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by any authorized officer of the Target Funds
and any authorized officer of Acquiring Fund; provided, however, that following
each meeting of Target Fund Shareholders called by the Target Funds pursuant to
section 5.3 of this Agreement, no such amendment may have the effect of changing
the provisions for determining the number of Acquiring Fund Shares to be issued
to Target Fund Shareholders under this Agreement to the detriment of such
shareholders without their further approval.

XIV. NOTICES

Any notice, report, statement or demand required or permitted by any provisions
of this Agreement shall be in writing and shall be deemed duly given if
delivered by hand (including by Federal Express or similar express courier) or
transmitted by facsimile or three days after being mailed by prepaid registered
or certified mail, return receipt requested, addressed to the applicable Target
Fund, 90 South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, with a
copy to Dechert LLP, 200 Clarendon Street, Boston, Massachusetts 02116,
Attention: Joseph R. Fleming, Esq., or to Acquiring Fund, 90 South Seventh
Street, Suite 4300, Minneapolis, Minnesota 55402, with a copy to Dechert LLP,
200 Clarendon Street, Boston, Massachusetts 02116, Attention: Joseph R. Fleming,
Esq., or to any other address that the Target Funds or Acquiring Fund shall have
last designated by notice to the other party.

XV. HEADINGS; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

     A. The Article and section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     B. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

     C. This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and the shareholders of
Acquiring Fund and each Target Fund and their respective successors and assigns,
any rights or remedies under or by reason of this Agreement.

     D. Notwithstanding anything to the contrary contained in this Agreement,
the obligations,





agreements, representations and warranties with respect to each Fund shall
constitute the obligations, agreements, representations and warranties of that
Fund only (the "Obligated Fund"), and in no event shall any other series of
Acquiring Company or the assets of any such series be held liable with respect
to the breach or other default by the Obligated Fund of its obligations,
agreements, representations and warranties as set forth herein.

     E. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Maryland, without regard to its
principles of conflicts of laws.





IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by an authorized officer and its seal to be affixed thereto and
attested by its Secretary or Assistant Secretary.

Attest:                     RBC FUNDS, INC.,
                            on behalf of RBC Quality Income Fund




/s/ Laura Moret             By:  /s/ Jennifer Lammers
-------------------------        --------------------
Secretary                   Its:  President




Attest:                     D.L. Babson Bond Trust, on behalf of Portfolio S and
                            Portfolio L




/s/ Laura Moret             By:  /s/ Jennifer Lammers
-------------------------        --------------------
Secretary                   Its:  President