SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
[x]
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Filed by a Party other than
the Registrant
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[_]
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Check the appropriate
box:
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[_]
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Preliminary Proxy
Statement
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[_] Soliciting Material
Under Rule
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[_]
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Confidential, For Use of
the
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14a-12
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Commission Only (as
permitted
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by Rule 14a-6(e)(2))
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[x]
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Definitive Proxy
Statement
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[_]
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Definitive Additional
Materials
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Delaware
Investments Dividend and Income Fund, Inc.
Delaware Enhanced Global Dividend
and Income Fund
Delaware Investments Colorado Municipal Income Fund, Inc.
Delaware
Investments National Municipal Income Fund
Delaware Investments Minnesota
Municipal Income Fund II, Inc.
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Registrant as Specified In
Its Charter)
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
|
[x] No fee
required.
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[_] Fee computed on table
below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of securities
to which transaction applies:
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3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
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4)
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Proposed maximum aggregate
value of transaction:
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5)
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Total fee paid:
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[_]
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Fee paid previously with
preliminary materials:
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[_]
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Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule
and the date of its filing.
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1) Amount previously
paid:
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2) Form, Schedule or Registration
Statement No.:
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3) Filing Party:
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4) Date Filed:
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COMBINED PROXY STATEMENT
AND
NOTICE OF JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON AUGUST 22, 2012
Important notice regarding the
availability of proxy materials for the shareholder
meeting to be held on
August 22, 2012: this proxy statement is available
at
www.delawareinvestments.com/ceproxy.
To the Shareholders of:
Delaware Investments Dividend and Income Fund,
Inc.
Delaware Enhanced Global Dividend and Income
Fund
Delaware Investments Colorado Municipal Income Fund,
Inc.
Delaware Investments National Municipal Income
Fund
Delaware Investments Minnesota Municipal Income Fund II,
Inc.
This is your
official notice that the Joint Annual Meeting of Shareholders (Meeting) of
each Delaware Investments closed-end registered investment company listed above
(each, individually, a Fund and, collectively, the Funds) will be held at
the offices of Stradley Ronon Stevens & Young, LLP, located at One Commerce
Square, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103 on
Wednesday, August 22, 2012 at 4:00 p.m., Eastern time. The purpose of the
Meeting is:
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1.
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To elect a Board of Directors or
Trustees for each Fund; and
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2.
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To transact any other business
that properly comes before the Meeting and any adjournments of the
Meeting.
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Please vote
and send in your proxy card(s) promptly to avoid the need for further mailings.
Your vote is important.
Patrick P. Coyne
Chairman
July 2, 2012
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2005 Market Street
Philadelphia, PA 19103
1-866-437-0252
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COMBINED PROXY
STATEMENT
JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 22, 2012
Meeting Information.
The
Board of Directors or Trustees (each Board is hereinafter referred to as a Board and Board members are referred
to as Directors) of each Fund listed on the accompanying Notice is soliciting your proxy to be voted at the
Joint Annual Meeting of Shareholders to be held on Wednesday, August 22, 2012, at 4:00 p.m., Eastern time, at the offices
of Stradley Ronon Stevens & Young, LLP located at One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103 and/or at any adjournments of the meeting (the Meeting). Participating in the Meeting are
holders of common shares of beneficial interest or common stock, as applicable (the Common Shares), and the
holders of preferred shares of beneficial interest or preferred stock, as applicable (the Preferred Shares), for
those Funds with outstanding Preferred Shares.
General Voting Information.
You may provide proxy instructions by returning the enclosed
proxy card(s) (Proxy Card) by mail in the enclosed envelope. The persons
designated on the Proxy Card(s) as proxies will vote your shares as you instruct
on each Proxy Card. If you return a signed Proxy Card without any voting
instructions, your shares will be voted FOR ALL of the Director nominees in
accordance with the recommendation of the Board. The persons designated on the
Proxy Card as proxies will also be authorized to vote (or to withhold their
votes) in their discretion on any other matters which properly come before the
Meeting. They may also vote in their discretion to adjourn the Meeting. If you
sign and return a Proxy Card, you may still attend the Meeting to vote your
shares in person. If your shares are held of record by a broker and you wish to
vote in person at the Meeting, you should obtain a legal proxy from your broker
and present it at the Meeting. You may revoke your proxy at any time before the
Meeting (i) by notifying Delaware Investments in writing at 2005 Market Street,
Philadelphia, PA 19103; (ii) by submitting a later signed Proxy Card; or (iii)
by voting your shares in person at the Meeting. If your shares are held in the
name of your broker, you will have to make arrangements with your broker to
revoke any previously executed proxy.
Each shareholder may cast one vote for each full share, and a partial
vote for each partial share, of a Fund that they owned of record on June 22,
2012 (the Record Date). Exhibit A shows the number of shares of each Fund that
were outstanding on the Record Date and Exhibit B lists the shareholders who
owned 5% or more of the outstanding shares of any class of any Fund on that
date. It is expected that this Combined Proxy Statement and the accompanying
Proxy Card(s) will be first mailed to shareholders on or about July 5,
2012.
This proxy
solicitation is being made primarily by mail, but may also be made by officers
or employees of the Funds or their investment manager or affiliates, through
telephone, facsimile, or other communications. The Funds may also employ a
professional proxy solicitation firm. If a proxy solicitor is used, the cost
will be borne by the Funds. The Funds may reimburse banks, brokers or dealers
for their reasonable expenses in forwarding soliciting materials to beneficial
owners of the Funds shares.
All shareholders of a Fund vote together to elect Directors, regardless
of whether the Fund has both common and preferred shareholders, with one
exception. For Delaware Investments Colorado Municipal Income Fund, Inc.,
Delaware Investments National Municipal Income Fund and Delaware Investments
Minnesota Municipal Income Fund II, Inc. (each, a Municipal Fund and,
collectively, the Municipal Funds), each of which has outstanding Preferred
Shares, the holders of Preferred Shares have the exclusive right to separately
elect two Directors, in addition to the right to vote for the remaining
Directors together with the holders of the Common Shares.
The
presence in person or by proxy of holders of a majority of a Funds outstanding shares shall constitute a quorum for such
Fund. With respect to the Municipal Funds, the presence in person or by proxy of holders of 33⅓% of the outstanding Preferred
Shares entitled to vote at the Meeting shall constitute a quorum of the preferred share class of the respective Municipal Fund
for purposes of electing the two Directors being elected solely by the preferred shareholders. In the event that a quorum is not
present or if sufficient votes are not received consistent with the Boards recommendation regarding the Proposal, management
may propose an adjournment or adjournments of the Meeting for a Fund. Any adjournment would require a vote in favor of the adjournment
by the holders of a majority of the shares present at the Meeting in person or by proxy. The persons named as proxies on the Proxy
Card(s) may vote (or withhold their votes) in their discretion on any proposed adjournment.
Abstentions and Broker Non-Votes.
Because the only proposal scheduled to be considered at the
Meeting is for the election of Directors, the Funds do not expect to receive any
abstentions or broker non-votes. In the unlikely event that they do, however,
abstentions and broker non-votes will be included for purposes of determining
whether a quorum is present for each Fund at the Meeting. They will be treated
as votes present at the Meeting, but will not be treated as votes cast. They
therefore would have no effect on a proposal which requires a plurality or
majority of votes cast for approval, but would have the same effect as a vote
AGAINST a proposal requiring a majority of votes present. Broker non-votes
arise when shares are held in street name and the broker does not receive voting
instructions from the beneficial owner. Broker non-votes can occur when a
meeting has (1) a routine proposal, such as the election of directors, where
the applicable stock exchange permits brokers to vote their clients shares in
their discretion, and (2) a non-routine proposal, such as a change to a
fundamental investment policy, where the applicable
2
exchange does not permit brokers to
vote their clients shares in their discretion. The shares that are considered
to be present as a result of the broker discretionary vote on the routine
proposal but that are not voted on the non-routine proposal are called broker
non-votes. Because the Proposal presented is considered to be a routine
voting item, the Funds do not expect to receive any broker non-votes.
Copies of each
Funds most recent annual report and semi-annual report, including financial
statements, have previously been delivered to shareholders. Copies of these
reports are available upon request, at no charge, by writing the Funds at the
address shown on the top of the first page of this Combined Proxy Statement or
by calling toll-free (866) 437-0252.
THE PROPOSAL: TO ELECT A BOARD OF
DIRECTORS
FOR EACH FUND
You are being asked to reelect each of the current members of the Board
of your Fund. The nominees are: Thomas L. Bennett, Patrick P. Coyne, John A.
Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Frances A.
Sevilla-Sacasa, Janet L. Yeomans, and J. Richard Zecher.
If elected, these persons will serve as Directors until the next annual
meeting of shareholders called for the purpose of electing Directors and/or
until their successors have been elected and qualify for office. It is not
expected that any nominee will withdraw or become unavailable for election, but
in such a case, the power given by you in the Proxy Card may be used by the
persons named as proxies to vote for a substitute nominee or nominees as
recommended by the Board.
Each Municipal Fund issues Common Shares and Preferred Shares. The
holders of Preferred Shares of each Municipal Fund exclusively are entitled to
elect two of their respective Municipal Funds Directors, and the remaining
Directors are to be elected by the holders of the Preferred Shares and Common
Shares voting together. The nominees for Director to be voted on separately by
the preferred shareholders of the Municipal Funds are Janet L. Yeomans and J.
Richard Zecher.
3
INFORMATION ON THE
NOMINEES
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Number of
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Portfolios
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Principal
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in Fund
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Other
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Position(s)
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Occupation(s)
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Complex
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Directorships
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Name,
Address
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Held with
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Length of
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During
Past
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Overseen
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Held by
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and Date of Birth
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Funds
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Time Served
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5 Years
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by Director
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Director
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Interested
Directors
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Patrick P. Coyne
(1)
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Chairman,
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Chairman and
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Patrick P. Coyne
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73
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Director and
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2005 Market
Street
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President,
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Director since
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has served in
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Audit Committee
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Philadelphia,
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Chief
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August 16,
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various executive
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Member Kaydon
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PA 19103
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Executive
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2006
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capacities at
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Corporation
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Officer, and
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different times
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April 1963
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Director
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President
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at Delaware
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Board of Governors
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and Chief
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Investments.
(2)
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Member
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Executive
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Investment
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Officer since
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Company Institute
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August 1,
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(ICI)
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2006
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Finance Committee
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Member St. John
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Vianney Roman
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Catholic Church
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Board of Trustees
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Agnes Irwin School
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Member of
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Investment
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Committee
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Cradle of Liberty
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Council, BSA
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(2007
2010)
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4
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Number of
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Portfolios
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Principal
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in Fund
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Other
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Position(s)
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Occupation(s)
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Complex
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Directorships
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Name,
Address
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Held with
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Length of
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During
Past
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Overseen
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Held by
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and Date of Birth
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Funds
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Time Served
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5 Years
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by Director
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Director
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Independent
Directors
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Thomas L. Bennett
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Director
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Since March
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Private Investor
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73
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Chairman of
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2005 Market
Street
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2005
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(March 2004
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Investment
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Philadelphia,
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Present)
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Committee
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PA 19103
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Pennsylvania
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Investment
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Academy of Fine
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October 1947
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Manager
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Arts
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Morgan Stanley
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& Co.
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Investment
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(January 1984
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Committee and
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March 2004)
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Governance
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Committee
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Member
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Pennsylvania
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Horticultural
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Society
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Director Bryn
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Mawr Bank Corp.
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(BMTC)
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(2007 2011)
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John A. Fry
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Director
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Since January
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President
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73
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Board of Governors
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2005 Market
Street
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2001
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Drexel University
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Member
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Philadelphia,
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(August 2010
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NASDAQ OMX
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PA 19103
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Present)
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PHLX LLC
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May 1960
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President
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Director and
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Franklin &
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Audit Committee
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Marshall College
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Member
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(July 2002
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Community
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July 2010)
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Health Systems
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Director
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US SQUASH
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Director
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Ecore International
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(2009 2010)
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Director Allied
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Barton Securities
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Holdings
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(2005 2008)
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5
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Number of
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Portfolios
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Principal
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in Fund
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Other
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Position(s)
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Occupation(s)
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Complex
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Directorships
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Name,
Address
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Held with
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Length of
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During
Past
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Overseen
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Held by
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and Date of Birth
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Funds
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Time Served
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5 Years
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by Director
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Director
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Independent Directors
(continued)
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Anthony D. Knerr
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Director
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Since April
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Managing
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73
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None
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2005 Market
Street
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1990
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Director
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Philadelphia,
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Anthony Knerr
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PA 19103
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& Associates
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(Strategic
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December 1938
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Consulting)
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(1990 Present)
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Lucinda S. Landreth
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Director
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Since March
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Private Investor
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73
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None
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2005 Market
Street
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2005
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(2004 Present)
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Philadelphia,
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PA 19103
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Chief Investment
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Officer Assurant,
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June 1947
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Inc. (Insurance)
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(2002 2004)
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Ann R. Leven
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Director
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Since October
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Consultant
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73
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Director and Audit
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2005 Market
Street
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1989
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ARL Associates
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Committee Chair
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Philadelphia,
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(Financial
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Systemax Inc.
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PA 19103
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Planning)
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(2001 2009)
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(1983 Present)
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November 1940
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Director and
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Audit Committee
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Chairperson
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Andy Warhol
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Foundation
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(1999
2007)
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6
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Number of
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Portfolios
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Principal
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in Fund
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Other
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Position(s)
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Occupation(s)
|
|
Complex
|
|
Directorships
|
Name, Address
|
|
Held with
|
|
Length of
|
|
During Past
|
|
Overseen
|
|
Held by
|
and Date of
Birth
|
|
Funds
|
|
Time
Served
|
|
5 Years
|
|
by
Director
|
|
Director
|
Independent Directors
(continued)
|
|
|
|
|
|
|
|
|
|
Frances A. Sevilla-
|
|
Director
|
|
Since
|
|
Chief Executive
|
|
73
|
|
Trust Manager
|
Sacasa
|
|
|
|
September
|
|
Officer Banco
|
|
|
|
Camden Property
|
2005 Market Street
|
|
|
|
2011
|
|
Itaú Europa
|
|
|
|
Trust
|
Philadelphia,
|
|
|
|
|
|
International
|
|
|
|
(since August
|
PA 19103
|
|
|
|
|
|
(since April 2012)
|
|
|
|
2011)
|
|
January 1956
|
|
|
|
|
|
Executive Advisor
|
|
|
|
Board of Trustees
|
|
|
|
|
|
|
to Dean
|
|
|
|
Thunderbird
|
|
|
|
|
|
|
(August 2011
|
|
|
|
School of Global
|
|
|
|
|
|
|
March 2012)
|
|
|
|
Management
|
|
|
|
|
|
|
and Interim Dean
|
|
|
|
(20072011)
|
|
|
|
|
|
|
(January 2011
|
|
|
|
|
|
|
|
|
|
|
July 2011)
|
|
|
|
Board of Trustees
|
|
|
|
|
|
|
University of
|
|
|
|
Carrollton School
|
|
|
|
|
|
|
Miami School
|
|
|
|
of the Sacred Heart
|
|
|
|
|
|
|
of Business
|
|
|
|
(since 2001)
|
|
|
|
|
|
|
Administration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member
|
|
|
|
|
|
|
President U.S.
|
|
|
|
Foreign Policy
|
|
|
|
|
|
|
Trust, Bank
|
|
|
|
Association
|
|
|
|
|
|
|
of America
|
|
|
|
(since 2006)
|
|
|
|
|
|
|
Private Wealth
|
|
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
Board of Trustees
|
|
|
|
|
|
|
(Private Banking)
|
|
|
|
Georgetown
|
|
|
|
|
|
|
(July 2007
|
|
|
|
Preparatory School
|
|
|
|
|
|
|
December 2008)
|
|
|
|
(20052011)
|
|
|
|
|
|
|
|
President
|
|
|
|
Board
of
|
|
|
|
|
|
|
and Director
|
|
|
|
Governors
|
|
|
|
|
|
|
(November
|
|
|
|
Miami City Ballet
|
|
|
|
|
|
|
2005June
|
|
|
|
(20002011)
|
|
|
|
|
|
|
2007) and Chief
|
|
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
|
|
Board of Trustees
|
|
|
|
|
|
|
(April 2007June
|
|
|
|
St. Thomas
|
|
|
|
|
|
|
2007) U.S.
|
|
|
|
University
|
|
|
|
|
|
|
Trust Company
|
|
|
|
(20052011)
|
|
|
|
|
|
|
(Private Banking)
|
|
|
|
|
7
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
Principal
|
|
in Fund
|
|
Other
|
|
|
Position(s)
|
|
|
|
Occupation(s)
|
|
Complex
|
|
Directorships
|
Name,
Address
|
|
Held with
|
|
Length of
|
|
During
Past
|
|
Overseen
|
|
Held by
|
and Date of Birth
|
|
Funds
|
|
Time Served
|
|
5 Years
|
|
by Director
|
|
Director
|
Independent Directors
(continued)
|
|
|
|
|
|
|
|
|
|
Janet L. Yeomans
|
|
Director
|
|
Since April
|
|
Vice President
|
|
73
|
|
Director, Audit
|
2005 Market
Street
|
|
|
|
1999
|
|
and Treasurer
|
|
|
|
Committee
|
Philadelphia,
|
|
|
|
|
|
(January 2006
|
|
|
|
Member and
|
PA 19103
|
|
|
|
|
|
Present),
|
|
|
|
Investment
|
|
|
|
|
|
|
Vice President
|
|
|
|
Committee
|
July 1948
|
|
|
|
|
|
Mergers &
|
|
|
|
Member Okabena
|
|
|
|
|
|
|
Acquisitions
|
|
|
|
Company
|
|
|
|
|
|
|
(January 2003
|
|
|
|
|
|
|
|
|
|
|
January 2006),
|
|
|
|
Chair 3M
|
|
|
|
|
|
|
and Vice President
|
|
|
|
Investment
|
|
|
|
|
|
|
and Treasurer
|
|
|
|
Management
|
|
|
|
|
|
|
(July 1995
|
|
|
|
Company
|
|
|
|
|
|
|
January 2003)
|
|
|
|
|
|
|
|
|
|
|
3M Corporation
|
|
|
|
|
|
J. Richard Zecher
|
|
Director
|
|
Since March
|
|
Founder
|
|
73
|
|
Director and
|
2005 Market
Street
|
|
|
|
2005
|
|
Investor Analytics
|
|
|
|
Compensation
|
Philadelphia,
|
|
|
|
|
|
(Risk
|
|
|
|
Committee
|
PA 19103
|
|
|
|
|
|
Management)
|
|
|
|
Member Investor
|
|
|
|
|
|
|
(May 1999
|
|
|
|
Analytics
|
July 1940
|
|
|
|
|
|
Present)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director Sutton
|
|
|
|
|
|
|
Founder P/E
|
|
|
|
LLC
|
|
|
|
|
|
|
Investments
|
|
|
|
|
|
|
|
|
|
|
(Hedge Fund)
|
|
|
|
Director Oxigene,
|
|
|
|
|
|
|
(September 1996
|
|
|
|
Inc. (2003 2008)
|
|
|
|
|
|
|
to Present)
|
|
|
|
|
____________________
(1)
|
|
Patrick P. Coyne is
considered to be an Interested Director because he is an executive
officer of the Funds manager.
|
|
(2)
|
|
Delaware Investments is the
marketing name for Delaware Management Holdings, Inc. and its
subsidiaries, including the Funds manager and transfer
agent.
|
8
The following
table shows each Directors ownership of shares of each Fund and of all other
Funds in the Delaware Investments
®
Family of Funds (the Fund
Complex) as of March 31, 2012.
|
|
|
|
Aggregate Dollar Range
of
|
|
|
Dollar Range
of
|
|
Equity Securities in All
Registered
|
|
|
Equity Securities
in
|
|
Investment Companies
Overseen by
|
Name of Director
|
|
a Fund
|
|
Director in Fund Complex
|
Interested Director
|
|
|
|
|
|
|
|
|
|
Patrick P. Coyne
|
|
None
|
|
Over $
100,000
|
|
Independent Directors
|
|
|
|
|
|
|
|
|
|
Thomas L.
Bennett
|
|
None
|
|
$50,001 $100,000
|
John A. Fry
|
|
None
|
|
Over $
100,000
|
Anthony D. Knerr
|
|
None
|
|
$
50,001 $100,000
|
Lucinda S. Landreth
|
|
None
|
|
Over $
100,000
|
Ann R. Leven
|
|
None
|
|
Over $
100,000
|
Frances A. Sevilla-Sacasa
|
|
None
|
|
None
|
Janet L. Yeomans
|
|
None
|
|
Over $
100,000
|
J. Richard Zecher
|
|
$10,001 $50,000*
|
|
Over $
100,000
|
____________________
*
|
|
As of March 31, 2012, Mr.
Zecher owned Common Shares of Delaware Investments National Municipal
Income Fund.
|
Board Leadership Structure and
Functions.
Common
Board of Directors.
The business of each
Fund is managed under the direction of its Board. The Directors also serve on
the Boards of all the other investment companies that comprise the Fund Complex.
The Directors believe that having a common Board for all funds in the complex is
efficient and enhances the ability of the Board to address its responsibilities
to each fund in the complex. The Directors believe that the common board
structure allows the Directors to leverage their individual expertise and that
their judgment is enhanced by being Directors of all of the funds in the
complex.
Board Chairman.
Mr. Coyne, who is an Interested Director, serves as the Chairman of the Board.
The Board believes that having a representative of Fund management as its
Chairman is beneficial to the Funds. Mr. Coyne is President of Delaware
Management Company (DMC) and its service provider affiliates and oversees the
day-to-day investment and business affairs affecting DMC and the Funds.
Accordingly, his participation in the Boards deliberations helps assure
9
that the Boards decisions are informed
and appropriate. Mr. Coynes presence on the Board ensures that the Boards
decisions are accurately communicated to and implemented by Fund
management.
Coordinating Director.
The
Directors who are not interested persons of the Funds, as that term is defined
in the Investment Company Act of 1940, as amended (the 1940 Act),
(collectively, the Independent Directors and each an Independent Director)
designate one of their members to serve as Coordinating Director. The
Coordinating Director, in consultation with Fund management, legal counsel, and
the other Directors, proposes Board agenda topics, actively participates in
developing Board meeting agendas, and ensures that appropriate and timely
information is provided to the Board in connection with Board meetings. The
Coordinating Director also conducts meetings of the Independent Directors. The
Coordinating Director also generally serves as a liaison among outside
Directors, the Chairman, Fund officers, and legal counsel, and is an
ex officio
member of the Nominating and Corporate Governance Committee, discussed
below.
Size and Composition of Board.
The Board is currently comprised of nine Directors. The
Directors believe that the current size of the Board is conducive to Board
interaction, dialogue and debate, resulting in an effective decision-making
body. The Board is comprised of Directors with a variety of professional
backgrounds. The Board believes that the skill sets of its members are
complementary and add to the overall effectiveness of the Board. The Directors
regard diversity as an important consideration in the present composition of the
Board and the selection of qualified candidates to fill vacancies on the
Board.
Board Meetings.
Each Municipal Fund held five Board meetings during their last fiscal year,
ended March 31, 2012. Delaware Investments Dividend and Income Fund, Inc.
(DDF) and Delaware Enhanced Global Dividend and Income Fund (DEX) held four
Board meetings during their last fiscal year, ended November 30, 2011. Each
Director attended at least 75% of the Board meetings described above and of the
meetings of committees on which the Director served. Directors are encouraged to
attend each annual meeting of shareholders either in person or by telephone, if
possible. All Directors were present at the Funds annual meeting held on August
17, 2011.
Board Committees.
The Board has established several committees, each of which focuses on a
particular substantive area and provides reports and recommendations to the full
Board. The committee structure enables the Board to manage efficiently and
effectively the large volume of information relevant to the Boards oversight of
the Funds. The committees benefit from the professional expertise of their
members. At the same time, membership on a committee enhances the expertise of
its members and benefits the overall effectiveness of the Board.
10
Each Fund has
an Audit Committee that monitors accounting and financial reporting policies,
practices and internal controls for the Fund. It also oversees the quality and
objectivity of the Funds financial statements and the independent audit
thereof, and acts as a liaison between the Funds independent registered public
accounting firm and the full Board. The Audit Committee of each Fund consists of
the following four Independent Directors appointed by the Board: Janet L.
Yeomans, Chairperson; Thomas L. Bennett; John A. Fry; and Frances A.
Sevilla-Sacasa. Each Audit Committee member also meets the standard of
independence for Audit Committee members set forth in the listing standards of
the New York Stock Exchange (the NYSE) and NYSE MKT LLC (NYSE MKT) (formerly
the NYSE Amex). Members of the Audit Committee serve for two-year terms or until
their successors have been appointed and qualified. The Audit Committee held
five meetings for DDF and DEX for the fiscal year ended November 30, 2011 and
five meetings for the Municipal Funds for the fiscal year ended March 31, 2012.
The Board of each Fund has adopted a written charter for the Funds Audit
Committee, which is available on the Funds website at
www.delawareinvestments.com.
Each Fund has an Independent Directors Committee that develops and
recommends to the Board a set of corporate governance principles and oversees
the evaluation of the Board, its committees and its activities. The committee is
comprised of all of the Funds Independent Directors. The Independent Directors
Committee held four meetings during the fiscal year ended November 30, 2011 for
DDF and DEX, and four meetings for the Municipal Funds for the fiscal year ended
March 31, 2012.
Each Fund has an Investments Committee. The primary purposes of the
Investments Committee are to: (i) assist the Board at its request in its
oversight of the investment advisory services provided to the Fund by the Funds
investment adviser as well as any sub-advisers; (ii) review all proposed
advisory and sub-advisory agreements for new funds or proposed amendments to
existing agreements and to recommend what action the full Board and the
Independent Directors should take regarding the approval of all such proposed
agreements; and (iii) review reports supplied by the investment adviser
regarding investment performance, portfolio risk and expenses and to suggest
changes to such reports. The Investments Committee consists of the following
four Independent Directors: J. Richard Zecher, Chairperson; John A. Fry; Ann R.
Leven; and Frances Sevilla-Sacasa. The Investments Committee held four meetings
during the fiscal year ended November 30, 2011 for DDF and DEX, and four
meetings for the Municipal Funds for the fiscal year ended March 31,
2012.
11
Each Funds Nominating and Corporate Governance Committee (the Nominating
Committee) recommends Board nominees, fills Board vacancies that arise in
between meetings of shareholders, and considers the qualifications and
independence of Board members. The committee also monitors the performance of
counsel for the Independent Directors. The Nominating Committee is comprised of
the following four Independent Directors appointed by the Board: Lucinda S.
Landreth, Chairperson; Thomas L. Bennett; Anthony D. Knerr (
ex officio
); and Ann R.
Leven, all of whom meet the independence requirements set forth in the listing
standards of the NYSE and NYSE MKT. The Nominating Committee recommends nominees
for Independent Directors for consideration by the incumbent Independent
Directors of each Fund, and the Nominating Committee recommends nominees for
Interested Directors for consideration by the full Board of each Fund. The
Nominating Committee held six meetings during the fiscal year ended November 30,
2011 for DDF and DEX and six meetings for the Municipal Funds for the fiscal
year ended March 31, 2012. Each Funds Board has adopted a formal charter for
the Nominating Committee setting forth its responsibilities, which is available
on the Funds website at www.delawareinvestments.com.
The Nominating Committee will consider shareholder recommendations for
nomination to the Board only in the event that there is a vacancy on the Board.
Shareholders who wish to submit recommendations for nominations to the Board to
fill a vacancy must submit their recommendations in writing to the Nominating
and Corporate Governance Committee, c/o Delaware Investments
®
Funds
at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Shareholders
should include appropriate information on the background and qualifications of
any person recommended (e.g., a resume), as well as the candidates contact
information and a written consent from the candidate to serve if nominated and
elected. Shareholder recommendations for nominations to the Board will be
accepted on an ongoing basis and such recommendations will be kept on file for
consideration when there is a vacancy on the Board.
In reaching its determination that an individual should serve or continue
to serve as a Director of a Fund, the committee considers, in light of the
Funds business and structure, the individuals experience, qualifications,
attributes and skills (the Selection Factors). No one Selection Factor is
determinative, but some of the relevant factors that have been considered
include: (i) the Directors business and professional experience and
accomplishments, including prior experience in the financial services industry
or on other boards; (ii) the ability to work effectively and collegially with
other people; and (iii) how the Directors background and attributes contribute
to the overall mix of skills and experience on the Board as a whole.
12
Director
Qualifications.
In evaluating
and selecting candidates for the Board, the Board intends to seek individuals
who will serve the best interests of the Funds shareholders and whose
attributes will, among other factors, also complement the experience, skills and
diversity of the other Directors and add to the overall effectiveness of the
Board. In the evaluation of such candidates, the Board believes that diversity
with respect to factors such as background, education, experience, skills,
differences of viewpoint, race, gender, national origin, and other factors that
contribute to the Boards having an appropriate range of expertise, talents,
experiences and viewpoints is an important consideration in the Boards
composition. In addition to discussing diversity considerations in connection
with the evaluation of each candidate for Board membership, the Board requests
that the Nominating Committee discuss diversity considerations on a periodic
basis in connection with the composition of the Board as a whole. Below is a
brief summary of the Selection Factors that relate to each Director as of the
date of this Combined Proxy Statement.
Thomas L. Bennett.
Mr. Bennett has over thirty years of experience in the investment
management industry, particularly with fixed income portfolio management and
credit analysis. He has served in senior management for a number of money
management firms. Mr. Bennett has also served as a board member of another
investment company, an educational institution, non-profit organizations and
for-profit companies. He has an M.B.A. from the University of Cincinnati and is
a Chartered Financial Analyst. Mr. Bennett has served on the Board since March
2005.
John A. Fry.
Mr.
Fry has over twenty-five years of experience in higher education. He has served
in senior management for two major institutions of higher learning. Mr. Fry has
also served as a board member of many non-profit organizations and several
for-profit companies. Mr. Fry has extensive experience in overseeing areas such
as finance, investments, risk management, internal audit and information
technology. He holds a B.A. degree in American Civilization from Lafayette
College and an M.B.A from New York University. Mr. Fry has served on the Board
since January 2001.
Anthony D. Knerr.
Currently the Coordinating Director, Dr. Knerr has over fifteen years of
experience in the financial management industry, having had responsibility for
overseeing the finances and investments of two major universities, and over
twenty years of experience as a strategy consultant to universities and other
non-profit institutions. He has served as the President and as a board member of
numerous non-profit organizations and has taught at several universities. He
received his Ph.D. from New York University and his M.A. and B.A. from Yale
University. Dr. Knerr has served on the Board since April 1990.
13
Lucinda
S. Landreth.
Ms. Landreth has over
thirty-five years of experience in the investment management industry,
particularly with equity management and analysis. She has served as Chief
Investment Officer for a variety of money management firms including a bank, a
broker, and an insurance company. Ms. Landreth has advised mutual funds, pension
funds, and family wealth managers and has served on the board and executive
committees of her college, two foundations and several non-profit institutions.
In addition to her B.A., she is a Chartered Financial Analyst. Ms. Landreth has
served on the Board since March 2005.
Ann R. Leven.
Ms. Leven has over thirty-five years of experience in financial management. She
has held senior positions at major arts institutions overseeing finance and
investments. She has also been a faculty member of a well-known business school
and a director of two public companies. Ms. Leven served on the Board of
Governors of the Investment Company Institute for eight years. She holds an A.B.
degree in Liberal Arts from Brown University and an M.B.A. from Harvard
University. Ms. Leven has served on the Board since October 1989, and served as
Coordinating Director from 2004 through 2010.
Frances A. Sevilla-Sacasa.
Ms. Sevilla-Sacasa has over thirty years of experience in
banking and wealth management. In electing her in 2011, the Independent
Directors of the Board found that her extensive international wealth management
experience, in particular, complemented the skills of existing Board members and
also reflected the increasing importance of international investment management
not only for dollar-denominated investors but also for investors outside the
U.S. The Independent Directors also found that Ms. Sevilla-Sacasas management
responsibilities as the former President and Chief Executive Officer of a major
trust and wealth management company would add a helpful oversight skill to the
Boards expertise, and her extensive non-profit board experience gave them confidence that
she would make a meaningful, experienced contribution to the Board. Finally, in
electing Ms. Sevilla-Sacasa to the Board, the Independent Directors valued her
perceived dedication to client service as a result of her overall career
experience. Ms. Sevilla-Sacasa holds B.A. and M.B.A. degrees. Ms. Sevilla-Sacasa
has served on the Board since September 2011.
Janet L. Yeomans.
Ms. Yeomans has over twenty-eight years of business experience with a
large global diversified manufacturing company, including service as Treasurer
for this company. In this role, Ms. Yeomans has significant broad-based
financial experience, including global financial risk management and mergers and
acquisitions. She has also served as a board member of a for-profit company. She
holds degrees in Mathematics and Physics from Connecticut College and an M.B.A.
from the University of Chicago. Ms. Yeomans has served on the Board since April
1999.
14
J.
Richard Zecher.
Mr. Zecher has over
thirty-five years of experience in the investment management industry. He
founded a hedge fund investment advisory firm and a risk management consulting
company. He also served as Treasurer of a money center New York bank. Prior
thereto, Mr. Zecher was the Chief Economist at the U.S. Securities and Exchange
Commission (SEC). Mr. Zecher has served as a board member and board committee
member of a for-profit company. He holds degrees in Economics from The Ohio
State University. Mr. Zecher has served on the Board since March
2005.
Patrick P. Coyne.
Mr. Coyne has over twenty-five years of experience in the investment
management industry. Mr. Coyne has managed funds, investment teams and fixed
income trading operations. He has held executive management positions at
Delaware Investments for several years, serving as the firms Chief Investment
Officer for fixed income investments, as Chief Investment Officer for equity
investments and, since 2006, as President of Delaware Investments. Mr. Coyne has
served as a board member of non-profit organizations and for-profit companies,
and currently serves on the Board of Governors of the Investment Company
Institute. He holds a B.A. degree from Harvard University and an M.B.A. from The
Wharton School of the University of Pennsylvania. Mr. Coyne has served on the
Board since August 2006.
Board Role in Risk Oversight.
The Board performs a risk oversight function for the Funds
consisting, among other things, of the following activities: (1) receiving and
reviewing reports related to the performance and operations of the Funds; (2)
reviewing, approving, or modifying, as applicable, the compliance policies and
procedures of the Funds; (3) meeting with portfolio management teams to review
investment strategies, techniques and the processes used to manage related
risks; (4) addressing security valuation risk in connection with its review of
fair valuation decisions made by Fund management pursuant to Board-approved
procedures; (5) meeting with representatives of key service providers, including
the Funds investment adviser, transfer agent, custodian and independent
registered public accounting firm, to review and discuss the activities of the
Funds and to provide direction with respect thereto; (6) engaging the services
of the Funds Chief Compliance Officer to test the compliance procedures of the
Fund and its service providers; and (7) requiring managements periodic
presentations on specified risk topics.
The Directors perform this risk oversight function throughout the year in
connection with each quarterly Board meeting. The Directors routinely discuss
certain risk management topics with Fund management at the Board level and also
through the standing committees of the Board. In addition to these recurring
risk management discussions, Fund management raises other specific risk
management issues relating to the Funds with the Directors at Board and
committee meetings. When discussing new product initiatives with the Board, Fund
management also discusses risk either
15
the risks associated with the new
proposals or the risks that the proposals are designed to mitigate. Fund
management also provides periodic presentations to the Board to give the
Directors a general overview of how the Funds investment adviser and its
affiliates identify and manage risks pertinent to the Funds.
The Audit
Committee looks at specific risk management issues on an ongoing basis. The
Audit Committee is responsible for certain aspects of risk oversight relating to
financial statements, the valuation of Fund assets, and certain compliance
matters. In addition, the Audit Committee meets with the investment advisers
internal audit and risk management personnel on a quarterly basis to review the
reports on their examinations of functions and processes affecting the
Funds.
The Boards other committees also play a role in assessing and managing
risk. The Nominating Committee and the Independent Director Committee play a
role in managing governance risk by developing and recommending to the Board
corporate governance principles and, in the case of the Independent Director
Committee, by overseeing the evaluation of the Board, its committees and its
activities. The Investments Committee plays a significant role in assessing and
managing risk through its oversight of investment performance, investment
process, investment risk controls and Fund expenses.
Because risk is inherent in the operation of any business endeavor, and
particularly in connection with the making of financial investments, there can
be no assurance that the Boards approach to risk oversight will be able to
minimize or even mitigate any particular risk. Each Fund is designed for
investors that are prepared to accept investment risk, including the possibility
that as yet unforeseen risks may emerge in the future.
Board Compensation.
Each Independent Director receives compensation from each Fund of which
he/she is a member of the Board. The Interested Director is compensated by the
investment adviser and does not receive compensation from the Funds. Each
Independent Director currently receives a total annual retainer fee of $135,000
for serving as a Director of all 30 investment companies within the Fund
Complex, plus $10,000 per meeting for attending each Board Meeting in person
held on behalf of all investment companies in the complex. Each Director also
receives a $5,000 fee for attending telephonic meetings on behalf of the
investment companies in the complex. Anthony D. Knerr is the current
Lead/Coordinating Director for the Funds and receives an additional annual
retainer totaling $40,000 with respect to all 30 investment companies within the
Fund Complex. Members of the Nominating Committee, Audit Committee, and
Investments Committee receive additional compensation of $2,500 for each
Committee meeting attended. In addition, the chairperson of the Audit Committee
receives an annual retainer of
16
$25,000, the chairperson of the
Investments Committee receives an annual retainer of $20,000, and the
chairperson of the Nominating Committee receives an annual retainer of
$20,000.
The following table sets forth the compensation received by each
Independent Director from each Fund and the total compensation received from the
Fund Complex as a whole during the twelve months ended April 30,
2012.
|
|
|
|
Total Compensation
|
|
|
Aggregate
|
|
from the Investment
|
|
|
Compensation from the
|
|
Companies in the Fund
|
Director
|
|
Funds*
|
|
Complex
|
Thomas L. Bennett
|
|
$3,772
|
|
|
$
|
228,333
|
|
John A. Fry
|
|
$3,072
|
|
|
$
|
186,563
|
|
Anthony D. Knerr
|
|
$4,506
|
|
|
$
|
273,000
|
|
Lucinda S.
Landreth
|
|
$3,741
|
|
|
$
|
226,667
|
|
Ann
R. Leven
|
|
$3,507
|
|
|
$
|
212,500
|
|
Thomas F.
Madison
1
|
|
$1,481
|
|
|
$
|
86,750
|
|
Frances A. Sevilla-Sacasa
1
|
|
$2,078
|
|
|
$
|
128,750
|
|
Janet L.
Yeomans
|
|
$3,931
|
|
|
$
|
238,000
|
|
J.
Richard Zecher
|
|
$3,404
|
|
|
$
|
206,667
|
|
____________________
*
|
|
Includes
compensation received from Delaware Investments Arizona Municipal Income
Fund, Inc., which was reorganized into Delaware Investments National
Municipal Income Fund on June 17, 2011, and compensation received from
Delaware Investments Global Dividend and Income Fund, Inc., which was
reorganized into Delaware Enhanced Global Dividend and Income Fund on
October 21, 2011.
|
|
1
|
|
Mr. Madison retired
from the Board effective September 1, 2011. Ms. Sevilla-Sacasa was elected
to the Board effective September 1, 2011.
|
Officers.
The following
individuals are executive officers of one or more of the Funds: Patrick P.
Coyne, David F. Connor, Daniel V. Geatens, David P. OConnor and Richard Salus.
Exhibit C includes certain information concerning these officers, except for Mr.
Coyne, whose information is set forth with that of the other Directors. The
shares of each Fund that are owned by the executive officers as a group is less
than one percent.
Section 16(a) Beneficial Ownership Reporting
Compliance.
Section 16 of the
Securities Exchange Act of 1934, as amended (the 1934 Act), requires that
Forms 3, 4, and 5 be filed with the SEC, the relevant securities exchange and
the relevant Fund, by or on behalf of certain persons, including directors,
certain officers, and certain affiliated persons of the investment adviser. The
Funds believe that these
17
requirements were met for each Funds
last fiscal year, except that a Form 3 was filed after the required timeframe
for Mr. Gregory Gizzi with respect to Delaware Investments Colorado Municipal
Income Fund, Inc. and Delaware Investments Minnesota Municipal Income Fund II,
Inc.
Required Vote.
All shareholders of a Fund vote together to elect Directors, except that the
preferred shareholders of the Municipal Funds have the exclusive right to
separately elect two Directors, in addition to the right to vote for the
remaining Directors together with the holders of the Common Shares. The holders
of the Preferred Shares of the Municipal Funds have the exclusive right to vote
to elect Janet L. Yeomans and J. Richard Zecher to the Board of their respective
Municipal Fund. Provided that a quorum is present at the Meeting, either in
person or by proxy, the following votes are required to elect each Funds
Board.
|
Proposal
|
|
Election of Directors
|
FUND
|
Coyne, Bennett, Fry,
|
Yeomans and Zecher
|
|
Knerr, Landreth, Leven,
|
|
|
and Sevilla-Sacasa
|
|
|
DDF and DEX
|
Plurality of votes cast.
|
|
Municipal Funds
|
Plurality of Common and
|
Plurality of Preferred
|
|
Preferred Share votes cast.
|
Share votes cast.
|
THE BOARD UNANIMOUSLY
RECOMMENDS
THAT YOU VOTE FOR
EACH OF THE NOMINEES
INDEPENDENT ACCOUNTANTS AND AUDIT
COMMITTEE REPORT
The firm of
PricewaterhouseCoopers LLC (PwC) has been selected as the independent
registered public accounting firm (independent auditors) for the Funds. In
accordance with Public Company Accounting Oversight Board Rule 3526 (PCAOB Rule
3526), PwC has confirmed its independence to each Funds Audit Committee. Prior
to May 27, 2010 (May 20, 2010 in the case of DDF and DEX), the firm of Ernst
& Young LLP (E&Y) served as the independent registered public
accounting firm for the Funds. In accordance with PCAOB Rule 3526, E&Y prior
to such date confirmed to each Funds Audit Committee the independence of
E&Y.
Due to independence requirements under the SECs auditor independence
rules, as applied to the January 4, 2010 acquisition of Delaware Investments
(including DMC) by Macquarie Group, E&Y resigned as the auditors for the
Funds on May 27, 2010 (May 20, 2010 in the case of DDF and DEX). At a meeting
held on February 18, 2010, the Board, upon recommendation of the Audit
Committee, selected PwC to serve as
18
the auditors for the Municipal Funds
for the fiscal year ending March 31, 2011, and at a meeting held on May 20,
2010, the Board, upon recommendation of the Audit Committee, selected PwC to
serve as the auditors for DDF and DEX for the fiscal year ending November 30,
2010. During the fiscal years ended March 31, 2010 and March 31, 2009 in the
case of the Municipal Funds, and during the fiscal years ended November 30, 2009
and November 30, 2008 in the case of DDF and DEX, E&Ys audit reports on the
financial statements of the Funds did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. In addition, there were no disagreements
between the Funds and E&Y on accounting principles, financial statements
disclosures or audit scope, which, if not resolved to the satisfaction of
E&Y, would have caused them to make reference to the disagreement in their
reports. Neither the Funds nor anyone on their behalf had consulted with PwC at
any time prior to their selection with respect to the application of accounting
principles to any transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Funds financial
statements.
PwC acted as
independent auditors of the Funds for their most recently completed fiscal years
and has been appointed as independent auditors for the Funds current fiscal
years.
The Audit Committee must approve all audit and non-audit services
provided by the Funds independent auditors relating to the operations or
financial reporting of one or more of the Funds. The Audit Committee reviews any
audit or non-audit services to determine whether they are appropriate and
permissible under applicable law.
Each Funds Audit Committee has adopted policies and procedures to
provide a framework for the Audit Committees consideration of non-audit
services by the independent auditors. These policies and procedures require that
any non-audit service to be provided by the independent auditors to a Fund, DMC
or any entity controlling, controlled by or under common control with DMC that
relate directly to the operations or financial reporting of a Fund are subject
to pre-approval by the Audit Committee or the Chairperson of the Audit Committee
before such service is provided. The Audit Committee has pre-approved certain
services with respect to the Funds up to certain specified fee limits.
As required by its charter, each Funds Audit Committee has reviewed and
discussed with Fund management and representatives from PwC the audited
financial statements for each Funds last fiscal year. The Audit Committee has
discussed with PwC its judgments as to the quality, not just the acceptability,
of the Funds accounting principles and such other matters required to be
discussed with the Audit Committee by Statement on Auditing Standards No. 114
(The Auditors Communication With Those Charged With Governance). The Audit
Committee also received the written
19
disclosures and the letter from PwC
required by PCAOB Rule 3526, and discussed with a representative of PwC the
independent auditors independence. Each Funds Board considered fees received
by PwC from DMC and its affiliates during the last fiscal year in connection
with its consideration of the auditors independence. Based on the foregoing
discussions with management and the independent auditors, each Funds Audit
Committee unanimously recommended to the Funds Board that the aforementioned
audited financial statements be included in each Funds annual report to
shareholders for the last fiscal year.
As noted
above, the members of each Funds Audit Committee are: Janet L. Yeomans,
Chairperson; John A. Fry; Thomas L. Bennett; and Frances A. Sevilla-Sacasa. All
members of each Funds Audit Committee meet the standard of independence set
forth in the listing standards of the NYSE and NYSE MKT, as applicable, and are
not considered to be interested persons under the 1940 Act. Each Funds Board
has adopted a formal charter for the Audit Committee setting forth its
responsibilities. A copy of the Audit Committees charter is available at
www.delawareinvestments.com.
Representatives of PwC are expected
to attend the Meeting. The PwC representatives will have the opportunity to make
a statement if they desire to do so and will be available to answer appropriate
questions.
Audit and Other
Fees.
The Funds and Covered
Entities (the Adviser, excluding sub-advisers unaffiliated with the Adviser,
and any entity controlling, controlled by or under common control with the
Adviser that provides ongoing services to the Funds) were billed the amounts
listed below by PwC during each Funds last two fiscal years. None of the fees
in the table below were approved by the registrants Audit Committee pursuant to
the
de minimis
exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of
Regulation S-X.
20
|
|
|
|
|
|
|
|
|
Non-Audit
Fees
|
|
|
|
|
|
|
|
|
|
|
Audit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year
|
|
|
|
|
|
|
|
Related
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
End
|
|
Audit Fees
|
|
Fees
(1)
|
|
Tax Fees
(2)
|
|
All
Other
(3)
|
Delaware Investments Dividend
|
|
11/30/11
|
|
|
$
|
11,534
|
|
|
|
$
|
0
|
|
|
|
$
|
2,250
|
|
|
|
$
|
0
|
|
and Income Fund,
Inc.
|
|
11/30/10
|
|
|
$
|
12,000
|
|
|
|
$
|
0
|
|
|
|
$
|
2,150
|
|
|
|
$
|
0
|
|
Delaware Enhanced
Global Dividend
|
|
11/30/11
|
|
|
$
|
25,734
|
|
|
|
$
|
0
|
|
|
|
$
|
2,950
|
|
|
|
$
|
0
|
|
and Income Fund
|
|
11/30/10
|
|
|
$
|
15,400
|
|
|
|
$
|
0
|
|
|
|
$
|
2,850
|
|
|
|
$
|
0
|
|
Delaware Investments Colorado
|
|
3/31/12
|
|
|
$
|
10,534
|
|
|
|
$
|
0
|
|
|
|
$
|
2,050
|
|
|
|
$
|
0
|
|
Municipal Income Fund,
Inc.
|
|
3/31/11
|
|
|
$
|
12,100
|
|
|
|
$
|
0
|
|
|
|
$
|
2,150
|
|
|
|
$
|
0
|
|
Delaware Investments
National
|
|
3/31/12
|
|
|
$
|
10,634
|
|
|
|
$
|
0
|
|
|
|
$
|
2,050
|
|
|
|
$
|
0
|
|
Municipal Income
Fund
|
|
3/31/11
|
|
|
$
|
10,600
|
|
|
|
$
|
0
|
|
|
|
$
|
1,850
|
|
|
|
$
|
0
|
|
Delaware Investments Minnesota
|
|
3/31/12
|
|
|
$
|
13,434
|
|
|
|
$
|
0
|
|
|
|
$
|
2,650
|
|
|
|
$
|
0
|
|
Municipal Income Fund II,
Inc.
|
|
3/31/11
|
|
|
$
|
15,900
|
|
|
|
$
|
0
|
|
|
|
$
|
2,950
|
|
|
|
$
|
0
|
|
Covered
Entities
|
|
11/30/11
|
|
|
$
|
0
|
|
|
|
$
|
593,000
|
|
|
|
$
|
0
|
|
|
|
$
|
25,000
|
|
|
|
11/30/10
|
|
|
$
|
0
|
|
|
|
$
|
84,000
|
|
|
|
$
|
10,000
|
|
|
|
$
|
0
|
|
|
|
3/31/12
|
|
|
$
|
0
|
|
|
|
$
|
416,500
|
|
|
|
$
|
0
|
|
|
|
$
|
25,000
|
|
|
|
3/31/11
|
|
|
$
|
0
|
|
|
|
$
|
593,000
|
|
|
|
$
|
10,000
|
|
|
|
$
|
0
|
|
____________________
1
|
|
Includes fees
billed for year-end audit procedures, reporting up, subsidiary statutory
audits and audit procedures performed for the reporting up on Delaware
Investments balances for consolidation into the parent company,
Macquarie.
|
|
2
|
|
Includes fees
billed to the Funds for the review of income tax returns and annual excise
distribution calculations and fees billed to Covered Entities for state
and local tax services.
|
|
3
|
|
Includes fees
billed for the attest examination of managements assertion to the
controls in place at the transfer agent to be in compliance with Rule
17Ad-13(a)(3) of the 1934 Act.
|
Aggregate non-audit fees to the Funds, the investment adviser and
service provider affiliates.
The
aggregate non-audit fees billed by the independent auditors for services
rendered to the Municipal Funds and to Covered Entities were $10,901,705 and
$25,000 for the fiscal years ended March 31, 2012 and March 31, 2011,
respectively. The aggregate non-audit fees billed by the independent auditors
for services rendered to DDF, DEX and to Covered Entities were $5,228,766 and $0
for the fiscal years ended November 30, 2011 and November 30, 2010,
respectively.
In connection with its selection of
PwC, the Audit Committee has considered PwCs provision of non-audit services to
the investment adviser and other service providers under common control with the
investment adviser that were not required
21
to be pre-approved pursuant to Rule
2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the
independent auditors provision of these services is compatible with maintaining
the auditors independence.
COMMUNICATIONS TO THE
BOARD
Shareholders who wish to communicate to the full Board may address
correspondence to Anthony D. Knerr, Coordinating Director for the Funds, c/o the
Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Shareholders may
also send correspondence to the Coordinating Director or any individual Director
c/o the Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without
opening any such correspondence, Fund management will promptly forward all such
correspondence to the addressed recipient(s).
22
OTHER INFORMATION
Investment Adviser.
DMC, a
series of Delaware Management Business Trust, 2005 Market Street, Philadelphia,
PA 19103, serves as investment adviser to each Fund.
Administrator.
Delaware Service Company, Inc., 2005 Market St.,
Philadelphia, PA 19103, an affiliate of DMC, performs administrative and fund
accounting oversight services for the Funds.
Independent
Auditors.
PwC serves as the Funds
independent auditors. PwCs principal address is Two Commerce Square, Suite
1700, 2001 Market Street, Philadelphia, PA 19103-7042.
Proxy
Solicitation.
This proxy
solicitation is being made by the Board for use at the Meeting. The cost of this
proxy solicitation will be borne equally by the Funds. No proxy solicitor is
expected to be engaged with respect to the proposal. In addition to solicitation
by mail, solicitations also may be made by advertisement, telephone, telegram,
facsimile transmission or other electronic media, or personal contacts. The
Funds will request broker-dealer firms, custodians, nominees and fiduciaries to
forward proxy materials to the beneficial owners of the shares of record. The
Funds may reimburse broker-dealer firms, custodians, nominees and fiduciaries
for their reasonable expenses incurred in connection with such proxy
solicitation. In addition to solicitations by mail, officers and employees of
the Funds, Delaware Management Business Trust and their affiliates, without
extra pay, may conduct additional solicitations by telephone, fax, email, and
personal interviews.
Householding.
Unless you have instructed the Funds not to, only one copy of
this proxy solicitation will be mailed to multiple Fund shareholders of record
who share a mailing address (a Household). If you need additional copies of
this proxy solicitation, please contact your participating broker-dealer firm or
other financial intermediary or, if you hold Fund shares directly with the
Funds, you may write to the Funds c/o Delaware Investments, 2005 Market Street,
Philadelphia, PA 19103 or call toll-free (866) 437-0252. If you do not want the
mailing of your proxy solicitation materials to be combined with those of other
members of your Household in the future, or if you are receiving multiple copies
and would rather receive just one copy for your Household, please contact your
participating broker-dealer firm or other financial intermediary or, if you hold
Fund shares directly with the Funds, you may write to the Funds c/o Delaware
Investments, 2005 Market Street, Philadelphia, PA 19103 or call toll-free (866)
437-0252.
Shareholder
Proposals.
For the Funds annual
meeting of shareholders in 2013, shareholder proposals to be included in the
Funds Combined Proxy Statement for that meeting must be received no later than
March 7, 2013. Such proposals should
23
be sent to the Fund, directed to the
attention of its Secretary, at the address of its principal executive office
printed on the first page of this Combined Proxy Statement. The inclusion and/or
presentation of any such proposal is subject to the applicable requirements of
the proxy rules under the 1934 Act, other applicable law and each Funds
governing instruments. The persons designated as proxies will vote in their
discretion on any matter if the Funds do not receive notice of such matter prior
to May 21, 2013.
Fund Reports.
Each Funds most recent annual report and semi-annual report
were previously mailed to shareholders. Copies of these reports are available
upon request, without charge, by writing the Funds c/o Delaware Investments,
2005 Market Street, Philadelphia, PA 19103, or by calling toll-free (866)
437-0252.
24
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE
(JUNE 22, 2012)
Delaware Investments Dividend and Income Fund, Inc.
|
|
Common Shares
|
9,439,042.1587
|
Delaware Enhanced Global Dividend and Income Fund
|
|
Common Shares
|
15,842,089.6820
|
Delaware Investments Colorado Municipal Income Fund, Inc.
|
|
Common Shares
|
4,837,100.0000
|
Preferred
Shares
|
300
|
Delaware Investments National Municipal Income Fund
|
|
Common Shares
|
4,528,443.5050
|
Preferred
Shares
|
300
|
Delaware Investments Minnesota Municipal Income Fund II,
Inc.
|
|
Common Shares
|
11,504,975.0862
|
Preferred
Shares
|
750
|
A-1
EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE OF A
FUND
According
to disclosure publicly filed with the SEC, as of June 22, 2012, the following
accounts held of record 5% or more of the outstanding shares of the Funds listed
below. Except as noted below, management does not have knowledge of beneficial
owners.
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
Number of
|
|
Outstanding
|
Fund
|
|
Name and Address
|
|
Class of Shares
|
|
Shares
|
|
Shares
|
Delaware Enhanced
Global
|
|
Advisors Asset
|
|
Common Shares
|
|
|
722,697
|
|
|
|
5.537%
|
|
Dividend and Income
Fund
|
|
Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
18925 Base Camp
Road
|
|
|
|
|
|
|
|
|
|
|
|
|
Monument,
Colorado
|
|
|
|
|
|
|
|
|
|
|
|
|
80132
|
|
|
|
|
|
|
|
|
|
|
Delaware Enhanced Global
|
|
First Trust Portfolios L.P.,
|
|
Common Shares
|
|
|
1,850,406
|
|
|
|
14.2%
|
|
Dividend and Income Fund
|
|
First Trust Advisors
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P., and The Charger
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
120 East Liberty Drive,
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 400
|
|
|
|
|
|
|
|
|
|
|
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
Delaware
Investments
|
|
Wells Fargo
Bank,
|
|
Variable Rate
|
|
|
300
|
|
|
|
100%
|
|
Colorado
Municipal
|
|
National
Association
|
|
MuniFund
|
|
|
|
|
|
|
|
|
Income Fund,
Inc.
|
|
101 N. Phillips
Avenue
|
|
Term Preferred
|
|
|
|
|
|
|
|
|
|
|
Sioux Falls, South
Dakota
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
57104
|
|
|
|
|
|
|
|
|
|
|
Delaware Investments
|
|
Wells Fargo Bank,
|
|
Variable Rate
|
|
|
300
|
|
|
|
100%
|
|
National Municipal
|
|
National Association
|
|
MuniFund
|
|
|
|
|
|
|
|
|
Income Fund
|
|
101 N. Phillips Avenue
|
|
Term Preferred
|
|
|
|
|
|
|
|
|
|
|
Sioux Falls, South Dakota
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
57104
|
|
|
|
|
|
|
|
|
|
|
Delaware
Investments
|
|
Wells Fargo
Bank,
|
|
Variable Rate
|
|
|
750
|
|
|
|
100%
|
|
Minnesota
Municipal
|
|
National
Association
|
|
MuniFund
|
|
|
|
|
|
|
|
|
Income Fund II,
Inc.
|
|
101 N. Phillips
Avenue
|
|
Term Preferred
|
|
|
|
|
|
|
|
|
|
|
Sioux Falls, South
Dakota
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
57104
|
|
|
|
|
|
|
|
|
|
|
B-1
EXHIBIT C
EXECUTIVE OFFICERS OF THE
FUNDS
The Board
and the senior management of each Fund appoint officers each year, and from time
to time as necessary. Listed below are the executive officers, their years of
birth and addresses, positions and length of service with the Funds, and
principal occupations during the past five years. Each executive officer is also
an officer of DMC, the investment adviser of each Fund, and considered to be an
interested person of the Funds under the 1940 Act. No officer receives
compensation from the Funds.
Name,
Address,
|
|
Position(s)
Held
|
|
Length of
|
|
Principal
Occupation(s)
|
and Birth date
|
|
with the Funds
|
|
Time Served
|
|
During Past 5 Years
|
David F. Connor
|
|
Vice President,
|
|
Vice President
|
|
David F. Connor has served
as
|
2005 Market
Street
|
|
Deputy General
|
|
since September
|
|
Vice President and Deputy
General
|
Philadelphia, PA
|
|
Counsel, and
|
|
2000 and
Secretary
|
|
Counsel at Delaware
Investments
|
19103
|
|
Secretary
|
|
since October
2005
|
|
since 2000.
|
|
|
|
|
|
|
|
December 1963
|
|
|
|
|
|
|
|
Daniel V. Geatens
|
|
Vice President
|
|
Treasurer since
|
|
Daniel V. Geatens has
served in
|
2005 Market
Street
|
|
and Treasurer
|
|
October 2007
|
|
various capacities at
different times
|
Philadelphia, PA
|
|
|
|
|
|
at Delaware
Investments.
|
19103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1972
|
|
|
|
|
|
|
|
David P. OConnor
|
|
Executive Vice
|
|
Executive Vice
|
|
David P. OConnor has
served
|
2005 Market
Street
|
|
President,
|
|
President since
|
|
in various executive and
legal
|
Philadelphia, PA
|
|
General Counsel,
|
|
February 2012,
|
|
capacities at different
times at
|
19103
|
|
and Chief Legal
|
|
General Counsel,
|
|
Delaware
Investments.
|
|
|
Officer
|
|
and Chief Legal
|
|
|
February 1966
|
|
|
|
Officer since
|
|
|
|
|
|
|
October 2005
|
|
|
|
Richard Salus
|
|
Senior Vice
|
|
Chief Financial
|
|
Richard Salus has served
in various
|
2005 Market
Street
|
|
President and
|
|
Officer since
|
|
executive capacities at
different
|
Philadelphia, PA
|
|
Chief Financial
|
|
November 2006
|
|
times at Delaware
Investments.
|
19103
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
October 1963
|
|
|
|
|
|
|
C-1
D
ELAWARE
I
NVESTMENTS
D
IVIDEND
|
AND
I
NCOME
F
UND
, I
NC
.
|
|
D
ELAWARE
E
NHANCED
G
LOBAL
|
D
IVIDEND
AND
I
NCOME
F
UND
|
|
D
ELAWARE
I
NVESTMENTS
C
OLORADO
|
M
UNICIPAL
I
NCOME
F
UND
, I
NC
.
|
|
D
ELAWARE
I
NVESTMENTS
N
ATIONAL
|
M
UNICIPAL
I
NCOME
F
UND
|
|
D
ELAWARE
I
NVESTMENTS
M
INNESOTA
|
M
UNICIPAL
I
NCOME
F
UND
II, I
NC
.
|
|
|
|
|
|
COMBINED
PROXY
|
STATEMENT
|
Notice of
Joint
|
Annual
Meeting
|
of
Shareholders
|
AUGUST 22,
2012
|
|
|
|
Important notice regarding the
availability of proxy materials for the joint annual meeting of shareholders to
be held on August 22, 2012: the Proxy Statement is available at
www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS DIVIDEND AND INCOME
FUND, INC.
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
|
The undersigned hereby revokes all
previous proxies for his/her shares and appoints
A.G. Ciavarelli, Deidre A. Downes, and Kathryn R. Williams, or any of
them, with the right of substitution, proxies of the undersigned at the joint
annual meeting of shareholders of the Fund indicated on the reverse side of this
proxy card to be held at the offices of Stradley Ronon Stevens & Young,
LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 22, 2012 at 4:00 p.m., Eastern time,
or at any postponements or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote in
their discretion upon any matters which may properly be acted upon at this joint
annual meeting of shareholders and specifically as indicated on the reverse
side of this proxy
card.
Please refer to the Proxy
Statement for a discussion of these matters.
BY SIGNING AND DATING THIS PROXY
CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE
AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Go to website
www.proxyvote.com
.
|
3)
|
|
Follow the
instructions provided on the website.
|
To vote by Telephone
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Call
1-800-690-6903
.
|
3)
|
|
Follow the
instructions.
|
To vote by Mail
1)
|
|
Read the Proxy
Statement.
|
2)
|
|
Check the appropriate
boxes on the proxy card below.
|
3)
|
|
Sign and date the
proxy card.
|
4)
|
|
Return the proxy card
in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
x
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION
ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
DELAWARE INVESTMENTS DIVIDEND AND
INCOME FUND, INC.
Vote on
Directors:
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR
ALL
EXCEPT
|
|
To withhold authority to
vote for any
individual nominee(s), mark "For All
Except" and write
the number(s) of the
nominee(s) on the line below.
|
|
1. To elect the
following nominees as Directors of the Fund:
|
|
c
|
|
c
|
|
c
|
|
|
|
01) THOMAS L.
BENNETT
|
|
|
|
|
|
|
|
|
02) PATRICK P.
COYNE
|
|
|
|
|
|
|
|
|
03) JOHN A.
FRY
|
|
|
|
|
|
|
|
|
04) ANTHONY D.
KNERR
|
|
|
|
|
|
|
|
|
05) LUCINDA S.
LANDRETH
|
|
|
|
|
|
|
|
|
06) ANN R.
LEVEN
|
|
|
|
|
|
|
|
|
07) FRANCES A.
SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) JANET L.
YEOMANS
|
|
|
|
|
|
|
|
|
09) J. RICHARD
ZECHER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
PLEASE DATE AND SIGN YOUR
NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE
SIGN WITHIN BOX]
|
Date
|
Important notice regarding the
availability of proxy materials for the joint annual meeting of shareholders to
be held on August 22, 2012: the Proxy Statement is available at
www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES
|
The undersigned hereby revokes all
previous proxies for his/her shares and appoints
A.G. Ciavarelli, Deidre A. Downes, and Kathryn R. Williams, or any of
them, with the right of substitution, proxies of the undersigned at the joint
annual meeting of shareholders of the Fund indicated on the reverse side of this
proxy card to be held at the offices of Stradley Ronon Stevens & Young,
LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 22, 2012 at 4:00 p.m., Eastern time,
or at any postponements or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote in
their discretion upon any matters which may properly be acted upon at this joint
annual meeting of shareholders and specifically as indicated on the reverse
side of this proxy
card.
Please refer to the Proxy
Statement for a discussion of these matters.
BY SIGNING AND DATING THIS PROXY
CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE
AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Go to website
www.proxyvote.com
.
|
3)
|
|
Follow the
instructions provided on the website.
|
To vote by Telephone
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Call
1-800-690-6903
.
|
3)
|
|
Follow the
instructions.
|
To vote by Mail
1)
|
|
Read the Proxy
Statement.
|
2)
|
|
Check the appropriate
boxes on the proxy card below.
|
3)
|
|
Sign and date the
proxy card.
|
4)
|
|
Return the proxy card
in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
x
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION
ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
Vote on
Trustees:
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR
ALL
EXCEPT
|
|
To withhold authority to
vote for any
individual nominee(s), mark "For All
Except" and write
the number(s) of the
nominee(s) on the line below.
|
|
1. To elect the
following nominees as Trustees of the Fund:
|
|
c
|
|
c
|
|
c
|
|
|
|
01) THOMAS L.
BENNETT
|
|
|
|
|
|
|
|
|
02) PATRICK P.
COYNE
|
|
|
|
|
|
|
|
|
03) JOHN A.
FRY
|
|
|
|
|
|
|
|
|
04) ANTHONY D.
KNERR
|
|
|
|
|
|
|
|
|
05) LUCINDA S.
LANDRETH
|
|
|
|
|
|
|
|
|
06) ANN R.
LEVEN
|
|
|
|
|
|
|
|
|
07) FRANCES A.
SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) JANET L.
YEOMANS
|
|
|
|
|
|
|
|
|
09) J. RICHARD
ZECHER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
PLEASE DATE AND SIGN YOUR
NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE
SIGN WITHIN BOX]
|
Date
|
Important notice regarding the
availability of proxy materials for the joint annual meeting of shareholders to
be held on August 22, 2012: the Proxy Statement is available at
www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
|
The undersigned hereby revokes all
previous proxies for his/her shares and appoints
A.G. Ciavarelli, Deidre A. Downes, and Kathryn R. Williams, or any of
them, with the right of substitution, proxies of the undersigned at the joint
annual meeting of shareholders of the Fund indicated on the reverse side of this
proxy card to be held at the offices of Stradley Ronon Stevens & Young,
LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 22, 2012 at 4:00 p.m., Eastern time,
or at any postponements or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote in
their discretion upon any matters which may properly be acted upon at this joint
annual meeting of shareholders and specifically as indicated on the reverse
side of this proxy
card.
Please refer to the Proxy
Statement for a discussion of these matters.
BY SIGNING AND DATING THIS PROXY
CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE
AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Go to website
www.proxyvote.com
.
|
3)
|
|
Follow the
instructions provided on the website.
|
To vote by Telephone
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Call
1-800-690-6903
.
|
3)
|
|
Follow the
instructions.
|
To vote by Mail
1)
|
|
Read the Proxy
Statement.
|
2)
|
|
Check the appropriate
boxes on the proxy card below.
|
3)
|
|
Sign and date the
proxy card.
|
4)
|
|
Return the proxy card
in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
x
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION
ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
Vote on
Directors:
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR
ALL
EXCEPT
|
|
To withhold authority to
vote for any
individual nominee(s), mark "For All
Except" and write
the number(s) of the
nominee(s) on the line below.
|
|
1. To elect the
following nominees as Directors of the Fund:
|
|
c
|
|
c
|
|
c
|
|
|
|
01) THOMAS L.
BENNETT
|
|
|
|
|
|
|
|
|
02) PATRICK P.
COYNE
|
|
|
|
|
|
|
|
|
03) JOHN A.
FRY
|
|
|
|
|
|
|
|
|
04) ANTHONY D.
KNERR
|
|
|
|
|
|
|
|
|
05) LUCINDA S.
LANDRETH
|
|
|
|
|
|
|
|
|
06) ANN R.
LEVEN
|
|
|
|
|
|
|
|
|
07) FRANCES A.
SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) JANET L.
YEOMANS*
|
|
|
|
|
|
|
|
|
09) J. RICHARD
ZECHER*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* The holders of common shares may not vote for these
nominees.
|
|
|
|
|
|
|
|
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
PLEASE DATE AND SIGN YOUR
NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE
SIGN WITHIN BOX]
|
Date
|
Important notice regarding the
availability of proxy materials for the joint annual meeting of shareholders to
be held on August 22, 2012: the Proxy Statement is available at
www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES
|
The undersigned hereby revokes all
previous proxies for his/her shares and appoints
A.G. Ciavarelli, Deidre A. Downes, and Kathryn R. Williams, or any of
them, with the right of substitution, proxies of the undersigned at the joint
annual meeting of shareholders of the Fund indicated on the reverse side of this
proxy card to be held at the offices of Stradley Ronon Stevens & Young,
LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 22, 2012 at 4:00 p.m., Eastern time,
or at any postponements or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote in
their discretion upon any matters which may properly be acted upon at this joint
annual meeting of shareholders and specifically as indicated on the reverse
side of this proxy
card.
Please refer to the Proxy
Statement for a discussion of these matters.
BY SIGNING AND DATING THIS PROXY
CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE
AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1)
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Read the Proxy
Statement and have the proxy card below at hand.
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2)
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Go to website
www.proxyvote.com
.
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3)
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Follow the
instructions provided on the website.
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To vote by Telephone
1)
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Read the Proxy
Statement and have the proxy card below at hand.
|
2)
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Call
1-800-690-6903
.
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3)
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Follow the
instructions.
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To vote by Mail
1)
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Read the Proxy
Statement.
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2)
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Check the appropriate
boxes on the proxy card below.
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3)
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Sign and date the
proxy card.
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4)
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Return the proxy card
in the envelope provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
x
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION
ONLY
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THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
Vote on
Trustees:
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FOR
ALL
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WITHHOLD
ALL
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FOR
ALL
EXCEPT
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To withhold authority to
vote for any
individual nominee(s), mark "For All
Except" and write
the number(s) of the
nominee(s) on the line below.
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1. To elect the
following nominees as Trustees of the Fund:
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c
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c
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c
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01) THOMAS L.
BENNETT
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02) PATRICK P.
COYNE
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03) JOHN A.
FRY
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04) ANTHONY D.
KNERR
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05) LUCINDA S.
LANDRETH
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06) ANN R.
LEVEN
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07) FRANCES A.
SEVILLA-SACASA
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08) JANET L.
YEOMANS*
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09) J. RICHARD
ZECHER*
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* The holders of common shares may not vote for these nominees.
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THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
PLEASE DATE AND SIGN YOUR
NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
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Signature [PLEASE
SIGN WITHIN BOX]
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Date
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Important notice regarding the
availability of proxy materials for the joint annual meeting of shareholders to
be held on August 22, 2012: the Proxy Statement is available at
www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
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JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
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The undersigned hereby revokes all
previous proxies for his/her shares and appoints
A.G. Ciavarelli, Deidre A. Downes, and Kathryn R. Williams, or any of
them, with the right of substitution, proxies of the undersigned at the joint
annual meeting of shareholders of the Fund indicated on the reverse side of this
proxy card to be held at the offices of Stradley Ronon Stevens & Young,
LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 22, 2012 at 4:00 p.m., Eastern time,
or at any postponements or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote in
their discretion upon any matters which may properly be acted upon at this joint
annual meeting of shareholders and specifically as indicated on the reverse
side of this proxy
card.
Please refer to the Proxy
Statement for a discussion of these matters.
BY SIGNING AND DATING THIS PROXY
CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE
AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Go to website
www.proxyvote.com
.
|
3)
|
|
Follow the
instructions provided on the website.
|
To vote by Telephone
1)
|
|
Read the Proxy
Statement and have the proxy card below at hand.
|
2)
|
|
Call
1-800-690-6903
.
|
3)
|
|
Follow the
instructions.
|
To vote by Mail
1)
|
|
Read the Proxy
Statement.
|
2)
|
|
Check the appropriate
boxes on the proxy card below.
|
3)
|
|
Sign and date the
proxy card.
|
4)
|
|
Return the proxy card
in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
x
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION
ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
Vote on
Directors:
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR
ALL
EXCEPT
|
|
To withhold authority to
vote for any
individual nominee(s), mark "For All
Except" and write
the number(s) of the
nominee(s) on the line below.
|
|
1. To elect the
following nominees as Directors of the Fund:
|
|
c
|
|
c
|
|
c
|
|
|
|
01) THOMAS L.
BENNETT
|
|
|
|
|
|
|
|
|
02) PATRICK P.
COYNE
|
|
|
|
|
|
|
|
|
03) JOHN A.
FRY
|
|
|
|
|
|
|
|
|
04) ANTHONY D.
KNERR
|
|
|
|
|
|
|
|
|
05) LUCINDA S.
LANDRETH
|
|
|
|
|
|
|
|
|
06) ANN R.
LEVEN
|
|
|
|
|
|
|
|
|
07) FRANCES A.
SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) JANET L.
YEOMANS*
|
|
|
|
|
|
|
|
|
09) J. RICHARD
ZECHER*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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* The holders of common shares may not vote for these nominees.
|
|
|
|
|
|
|
|
|
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
PLEASE DATE AND SIGN YOUR
NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE
SIGN WITHIN BOX]
|
Date
|
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