COMBINED PROXY
STATEMENT
JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 21, 2013
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 21, 2013, 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 24, 2013 (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 8, 2013.
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
2
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 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, Joseph W. Chow, Patrick P. Coyne, John A. Fry, Anthony D. Knerr,
Lucinda S. Landreth, Frances A. Sevilla-Sacasa, Thomas K. Whitford, 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
Name, Address,
and Birthdate
|
|
Position(s)
Held with
the Funds
|
|
Length of
Time Served
|
|
Principal
Occupation(s)
During Past
5 Years
|
|
Number
of Funds
in Fund
Complex
Overseen
by Director
|
|
Other
Directorships
Held by
Director
|
Interested
Director
|
|
Patrick P. Coyne
1
|
|
Chairman,
|
|
Chairman and
|
|
Patrick P. Coyne
|
|
70
|
|
Director and
|
2005
Market Street
|
|
President,
|
|
Director since
|
|
has served in
|
|
|
|
Audit Committee
|
Philadelphia,
|
|
Chief
|
|
August 16,
|
|
various executive
|
|
|
|
Member Kaydon
|
PA
19103
|
|
Executive
|
|
2006
|
|
capacities at
|
|
|
|
Corp.
|
|
|
Officer, and
|
|
|
|
different times
|
|
|
|
|
April
1963
|
|
Director
|
|
President
|
|
at Delaware
|
|
|
|
Board of Governors
|
|
|
|
|
and Chief
|
|
Investments.
2
|
|
|
|
Member
|
|
|
|
|
Executive
|
|
|
|
|
|
Investment
|
|
|
|
|
Officer since
|
|
|
|
|
|
Company Institute
|
|
|
|
|
August 1, 2006
|
|
|
|
|
|
(ICI)
|
|
Independent
Directors
|
|
Thomas L. Bennett
|
|
Director
|
|
Since March
|
|
Private Investor
|
|
70
|
|
Director Bryn
|
2005
Market Street
|
|
|
|
2005
|
|
(March 2004
|
|
|
|
Mawr Bank Corp.
|
Philadelphia,
|
|
|
|
|
|
Present)
|
|
|
|
(BMTC)
|
PA
19103
|
|
|
|
|
|
|
|
|
|
(20072011)
|
|
|
|
|
|
|
|
|
|
|
|
October
1947
|
|
|
|
|
|
|
|
|
|
|
|
Joseph W. Chow
|
|
Director
|
|
Since January
|
|
Executive Vice
|
|
70
|
|
Director,
|
2005
Market Street
|
|
|
|
2013
|
|
President
|
|
|
|
Audit Committee
|
Philadelphia,
|
|
|
|
|
|
(Emerging
|
|
|
|
Member, Compensation
|
PA
19103
|
|
|
|
|
|
Economies
|
|
|
|
Committee Chair,
|
|
|
|
|
|
|
Strategies, Risk
|
|
|
|
Valuation
Committee
|
January
1953
|
|
|
|
|
|
and Corporate
|
|
|
|
Member, and
|
|
|
|
|
|
|
Administration)
|
|
|
|
Nomination
and
|
|
|
|
|
|
|
State Street
|
|
|
|
Governance
Committee
|
|
|
|
|
|
|
Corporation
|
|
|
|
Member Hercules
|
|
|
|
|
|
|
(July 2004
|
|
|
|
Technology
Growth
|
|
|
|
|
|
|
March 2011)
|
|
|
|
Capital,
Inc.
|
4
Name, Address,
and Birthdate
|
|
Position(s)
Held with
the Funds
|
|
Length of
Time Served
|
|
Principal
Occupation(s)
During Past
5 Years
|
|
Number
of Funds
in Fund
Complex
Overseen
by Director
|
|
Other
Directorships
Held by
Director
|
Independent Directors
(continued)
|
|
John A. Fry
|
|
Director
|
|
Since January
|
|
President
|
|
70
|
|
Director
|
2005
Market Street
|
|
|
|
2001
|
|
Drexel University
|
|
|
|
Hershey Trust
|
Philadelphia,
|
|
|
|
|
|
(August 2010
|
|
|
|
|
PA
19103
|
|
|
|
|
|
Present)
|
|
|
|
Director and
|
|
|
|
|
|
|
|
|
|
|
Audit Committee
|
May
1960
|
|
|
|
|
|
President
|
|
|
|
Member
|
|
|
|
|
|
|
Franklin &
|
|
|
|
Community Health
|
|
|
|
|
|
|
Marshall College
|
|
|
|
Systems
|
|
|
|
|
|
|
(July 2002
|
|
|
|
|
|
|
|
|
|
|
July 2010)
|
|
|
|
Director US Squash
|
|
Anthony D. Knerr
|
|
Director
|
|
Since April
|
|
Managing
|
|
70
|
|
None
|
2005
Market Street
|
|
|
|
1990
|
|
Director
|
|
|
|
|
Philadelphia,
|
|
|
|
|
|
Anthony Knerr
|
|
|
|
|
PA
19103
|
|
|
|
|
|
& Associates
|
|
|
|
|
|
|
|
|
|
|
(Strategic
|
|
|
|
|
December 1938
|
|
|
|
|
|
Consulting)
|
|
|
|
|
|
|
|
|
|
|
(1990Present)
|
|
|
|
|
|
Lucinda S. Landreth
|
|
Director
|
|
Since March
|
|
Private Investor
|
|
70
|
|
None
|
2005
Market Street
|
|
|
|
2005
|
|
(2004Present)
|
|
|
|
|
Philadelphia,
|
|
|
|
|
|
|
|
|
|
|
PA
19103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June
1947
|
|
|
|
|
|
|
|
|
|
|
5
Name, Address,
and Birthdate
|
|
Position(s)
Held
with
the Funds
|
|
Length of
Time Served
|
|
Principal
Occupation(s)
During
Past
5 Years
|
|
Number
of Funds
in
Fund
Complex
Overseen
by
Director
|
|
Other
Directorships
Held by
Director
|
Independent Directors
(continued)
|
|
Frances A. Sevilla-
|
|
Director
|
|
Since
|
|
Chief Executive
|
|
70
|
|
Trust Manager and
|
Sacasa
|
|
|
|
September
|
|
Officer Banco
|
|
|
|
Audit Committee
|
2005 Market
Street
|
|
|
|
2011
|
|
Itaú Europa
|
|
|
|
Member Camden
|
Philadelphia,
|
|
|
|
|
|
International
|
|
|
|
Property Trust
|
PA 19103
|
|
|
|
|
|
(April 2012
|
|
|
|
|
|
|
|
|
|
|
Present)
|
|
|
|
|
January 1956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Advisor
|
|
|
|
|
|
|
|
|
|
|
to Dean
|
|
|
|
|
|
|
|
|
|
|
(August 2011
|
|
|
|
|
|
|
|
|
|
|
March 2012) and
|
|
|
|
|
|
|
|
|
|
|
Interim Dean
|
|
|
|
|
|
|
|
|
|
|
(January 2011
|
|
|
|
|
|
|
|
|
|
|
July 2011)
|
|
|
|
|
|
|
|
|
|
|
University of
|
|
|
|
|
|
|
|
|
|
|
Miami School
|
|
|
|
|
|
|
|
|
|
|
of Business
|
|
|
|
|
|
|
|
|
|
|
Administration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President U.S.
|
|
|
|
|
|
|
|
|
|
|
Trust, Bank
|
|
|
|
|
|
|
|
|
|
|
of America
|
|
|
|
|
|
|
|
|
|
|
Private Wealth
|
|
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
|
|
|
|
|
(Private Banking)
|
|
|
|
|
|
|
|
|
|
|
(July 2007
|
|
|
|
|
|
|
|
|
|
|
December 2008)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. Whitford
|
|
Director
|
|
Since January
|
|
Vice Chairman
|
|
70
|
|
None
|
2005 Market
Street
|
|
|
|
2013
|
|
(2010Present)
|
|
|
|
|
Philadelphia,
|
|
|
|
|
|
Chief
|
|
|
|
|
PA 19103
|
|
|
|
|
|
Administrative
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
March 1956
|
|
|
|
|
|
(20082010)
|
|
|
|
|
|
|
|
|
|
|
and Executive
|
|
|
|
|
|
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
and Chief
|
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
(20072009)
|
|
|
|
|
|
|
|
|
|
|
PNC Financial
|
|
|
|
|
|
|
|
|
|
|
Services Group
|
|
|
|
|
6
Name, Address,
and Birthdate
|
|
Position(s)
Held
with
the Funds
|
|
Length of
Time Served
|
|
Principal
Occupation(s)
During
Past
5 Years
|
|
Number
of Funds
in
Fund
Complex
Overseen
by
Director
|
|
Other
Directorships
Held by
Director
|
Independent Directors
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janet L. Yeomans
|
|
Director
|
|
Since April
|
|
Vice President and
|
|
70
|
|
Director, Audit
|
2005 Market
Street
|
|
|
|
1999
|
|
Treasurer
|
|
|
|
Committee
|
Philadelphia,
|
|
|
|
|
|
(January 2006
|
|
|
|
Chair, and
|
PA 19103
|
|
|
|
|
|
July 2012)
|
|
|
|
Investment
|
|
|
|
|
|
|
Vice President
|
|
|
|
Committee
|
July 1948
|
|
|
|
|
|
Mergers &
|
|
|
|
Member
|
|
|
|
|
|
|
Acquisitions
|
|
|
|
Okabena Company
|
|
|
|
|
|
|
(January 2003
|
|
|
|
|
|
|
|
|
|
|
January 2006), and
|
|
|
|
Chair 3M
|
|
|
|
|
|
|
Vice President and
|
|
|
|
Investment
|
|
|
|
|
|
|
Treasurer
|
|
|
|
Management
|
|
|
|
|
|
|
(July 1995
|
|
|
|
Company (2005
|
|
|
|
|
|
|
January 2003)
|
|
|
|
2012)
|
|
|
|
|
|
|
3M Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Richard Zecher
|
|
Director
|
|
Since March
|
|
Founder
|
|
70
|
|
Director and
|
2005 Market
Street
|
|
|
|
2005
|
|
Investor Analytics
|
|
|
|
Compensation
|
Philadelphia,
|
|
|
|
|
|
(Risk
|
|
|
|
Committee
|
PA 19103
|
|
|
|
|
|
Management)
|
|
|
|
Member Investor
|
|
|
|
|
|
|
(May 1999
|
|
|
|
Analytics
|
July 1940
|
|
|
|
|
|
Present)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director P/E
|
|
|
|
|
|
|
Founder
|
|
|
|
Investments
|
|
|
|
|
|
|
P/E Investments
|
|
|
|
|
|
|
|
|
|
|
(Hedge Fund)
|
|
|
|
|
|
|
|
|
|
|
(September 1996
|
|
|
|
|
|
|
|
|
|
|
Present)
|
|
|
|
|
____________________
1
|
|
Patrick P. Coyne is considered
to be an Interested Director because he is an executive officer of the
Funds investment adviser.
|
|
|
|
2
|
|
Delaware Investments is the
marketing name for Delaware Management Holdings, Inc. and its
subsidiaries, including the Funds investment adviser, distributor, and
transfer agent.
|
7
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, 2013.
Name of Director
|
|
Dollar Range of
Equity Securities
in
a Fund
|
|
Aggregate Dollar Range of
Equity
Securities in All Registered
Investment Companies Overseen
by
Director in Fund Complex
|
Interested Director
|
|
|
|
|
|
Patrick P. Coyne
|
|
None
|
|
Over $100,000
|
|
Independent Directors
|
|
|
|
|
|
Thomas L.
Bennett
|
|
None
|
|
Over $100,000
|
Joseph W. Chow
|
|
None
|
|
None
|
John A. Fry
|
|
None
|
|
Over $100,000
|
Anthony D. Knerr
|
|
None
|
|
$10,001 $50,000
|
Lucinda S.
Landreth
|
|
None
|
|
Over $100,000
|
Frances A. Sevilla-Sacasa
|
|
None
|
|
$50,001 $100,000
|
Thomas K.
Whitford
|
|
None
|
|
Over $100,000
|
Janet L. Yeomans
|
|
None
|
|
Over $100,000
|
J. Richard
Zecher
|
|
$10,001 $50,000*
|
|
Over
$100,000
|
____________________
*
|
|
As of March 31, 2013, 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
8
the Funds. Accordingly, his
participation in the Boards deliberations helps assure 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 the Independent Directors, 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 ten 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, 2013.
Delaware Investments Dividend and Income Fund, Inc. (DDF) and Delaware
Enhanced Global Dividend and Income Fund (DEX) held five Board meetings during
their last fiscal year, ended November 30, 2012. 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, with the exception of Messrs. Chow and Whitford who joined the Board effective January 1, 2013, were present at the Funds annual meeting held on August 22,
2012.
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.
9
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 five
Independent Directors appointed by the Board: Janet L. Yeomans, Chairperson;
Thomas L. Bennett; Joseph W. Chow; 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 six
meetings for DDF and DEX for the fiscal year ended November 30, 2012, and six
meetings for the Municipal Funds for the fiscal year ended March 31, 2013. The
Board of each Fund has adopted a written charter for the Funds Audit Committee,
which is available on the Funds website at 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, 2012 for DDF and DEX, and four meetings for the
Municipal Funds for the fiscal year ended March 31, 2013.
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; Frances Sevilla-Sacasa; Thomas K. Whitford; and Janet L. Yeomans.
The Investments Committee held four meetings during the fiscal year ended
November 30, 2012 for DDF and DEX, and four meetings for the Municipal Funds for
the fiscal year ended March 31, 2013.
10
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;
John A. Fry; and Anthony D. Knerr (
ex
officio
), 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
eight meetings during the fiscal year ended November 30, 2012 for DDF and DEX,
and seven meetings for the Municipal Funds for the fiscal year ended March 31,
2013. Each Funds Board has adopted a formal charter for the Nominating
Committee setting forth its responsibilities, which is available on the Funds
website at 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
Nominating 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.
11
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 30
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.
Joseph W.
Chow.
Mr. Chow has over 30 years of
experience in the banking and financial services industry. In electing him in
2013, the Independent Directors of the Funds found that his extensive experience
in business strategy in non-U.S. markets complemented the skills of existing
Board members and also reflected the increasing importance of global financial
markets in investment management. The Independent Directors also found that Mr.
Chows management responsibilities as a former Executive Vice President of a
leading global asset servicing and investment management firm as well as his
experience as Chief Risk and Corporate Administration Officer would add helpful
oversight skills to the Boards expertise. Mr. Chow holds a B.A. degree from
Brandeis and M.C.P and M.S. in Management degree from MIT. Mr. Chow has served
on the Board since January 2013.
John A.
Fry.
Mr. Fry has over 25 years of
experience in higher education. He has served in senior management for three
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.
12
Anthony
D. Knerr.
Currently the Coordinating
Director, Dr. Knerr has over 40 years of experience in higher education. He has
served in senior executive positions at two major universities where he was
responsible for overseeing finances, investments, internal audit, risk
management and related functions. He founded an international strategy
consulting firm that has assisted universities and other nonprofit institutions
on a wide range of strategic, business, and financial issues. He has also served
as an officer and 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.
Lucinda S. Landreth.
Ms. Landreth has over 35 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
boards and executive committees of her college, two foundations and several
nonprofit institutions. In addition to her B.A., she is a Chartered Financial
Analyst. Ms. Landreth has served on the Board since March 2005.
Frances A. Sevilla-Sacasa.
Ms. Sevilla-Sacasa has over 30 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.
Thomas K. Whitford.
Mr. Whitford has over 25 years of experience in the banking and
financial services industry, and served as Vice Chairman of a major banking,
asset management and residential mortgage banking institution. In electing him
in 2013, the Independent Directors of the Funds found that Mr. Whitfords senior
management role in wealth management and experience in the mutual fund servicing
business would provide valuable current management and financial industry
insight, in particular, and complemented the skills of existing Board members.
The Independent Directors also found that his senior management role in
integrating
13
company acquisitions, technology and
operations and his past role as Chief Risk Officer would add a helpful oversight
skill to the Boards expertise. Mr. Whitford holds a B.S. degree from the
University of Massachusetts and an M.B.A. degree from the University of
Pennsylvanias Wharton School. Mr. Whitford has served on the Board since
January 2013.
Janet L.
Yeomans.
Ms. Yeomans has over 28 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, an M.S. in mathematics from Illinois Institute of
Technology, and an M.B.A. from the University of Chicago. Ms. Yeomans has served
on the Board since April 1999.
J. Richard Zecher.
Mr. Zecher has over 35 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 25 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;
14
(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 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.
15
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 $140,000 for serving as a Director of
all 26 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 26
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. The Directors may
receive an additional fee if a committee meeting exceeds 4 hours. In addition,
the chairperson of the Audit Committee receives an annual retainer of $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,
2013.
|
|
|
|
|
|
|
|
|
|
|
Total Compensation
|
|
|
Aggregate
|
|
from the Investment
|
|
|
Compensation from the
|
|
Companies in the Fund
|
Director
|
|
Funds
|
|
Complex
|
Thomas L.
Bennett
|
|
|
|
|
$
|
3,435
|
|
|
|
|
|
|
|
$
|
226,667
|
|
|
|
Joseph W. Chow
1
|
|
|
|
|
$
|
920
|
|
|
|
|
|
|
|
$
|
61,667
|
|
|
|
John A. Fry
|
|
|
|
|
$
|
3,092
|
|
|
|
|
|
|
|
$
|
204,167
|
|
|
|
Anthony D. Knerr
|
|
|
|
|
$
|
4,116
|
|
|
|
|
|
|
|
$
|
271,667
|
|
|
|
Lucinda S.
Landreth
|
|
|
|
|
$
|
3,510
|
|
|
|
|
|
|
|
$
|
231,667
|
|
|
|
Ann R. Leven
1
|
|
|
|
|
$
|
693
|
|
|
|
|
|
|
|
$
|
45,000
|
|
|
|
Frances A.
Sevilla-Sacasa
|
|
|
|
|
$
|
3,130
|
|
|
|
|
|
|
|
$
|
206,667
|
|
|
|
Thomas K. Whitford
1
|
|
|
|
|
$
|
883
|
|
|
|
|
|
|
|
$
|
59,167
|
|
|
|
Janet L. Yeomans
|
|
|
|
|
$
|
3,507
|
|
|
|
|
|
|
|
$
|
231,667
|
|
|
|
J. Richard Zecher
|
|
|
|
|
$
|
3,130
|
|
|
|
|
|
|
|
$
|
206,667
|
|
|
|
____________________
1
|
Ms. Leven retired
from the Board effective September 1, 2012. Messrs. Chow and Whitford
joined the Board effective January 1, 2013.
|
16
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. In addition, to the knowledge of the Funds management, the
Directors and officers of the Funds owned, as a group, less than one percent of
the outstanding shares of each class of the Funds.
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 requirements were met for each Funds last fiscal
year.
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, Chow,
|
|
Yeomans and Zecher
|
|
|
Fry, Knerr, Landreth,
|
|
|
|
|
Sevilla-Sacasa, and Whitford
|
|
|
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 LLP (PwC) has been selected as the
independent registered public accounting firm (independent auditors) for the
Funds for the Funds current fiscal year. In accordance with Public Company
Accounting Oversight Board Rule 3526 (PCAOB Rule 3526), PwC has confirmed
17
its independence to each Funds Audit
Committee. PwC also 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 audit and
non-audit services by the independent auditors. These policies and procedures
require that any audit and non-audit services 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 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; Thomas L. Bennett; Joseph W. Chow; John A. Fry; 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 delawareinvestments.com.
18
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 investment adviser, excluding sub-advisers unaffiliated with the
investment adviser, and any entity controlling, controlled by or under common
control with the investment 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.
|
|
|
|
|
|
|
|
|
Non-Audit Fees
|
|
|
|
|
|
|
|
|
|
Audit
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year
|
|
|
|
|
|
|
Related
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
End
|
|
Audit Fees
|
|
Fees
(1)
|
|
Tax Fees
(2)
|
|
All
Other
(3)
|
Delaware Investments
Dividend
|
|
11/30/12
|
|
|
$
|
16,300
|
|
|
|
$
|
|
|
|
|
$
|
2,090
|
|
|
|
$
|
|
|
and Income Fund,
Inc.
|
|
11/30/11
|
|
|
$
|
11,534
|
|
|
|
$
|
|
|
|
|
$
|
2,250
|
|
|
|
$
|
|
|
Delaware Enhanced Global Dividend
|
|
11/30/12
|
|
|
$
|
19,240
|
|
|
|
$
|
|
|
|
|
$
|
2,750
|
|
|
|
$
|
|
|
and
Income Fund
|
|
11/30/11
|
|
|
$
|
25,734
|
|
|
|
$
|
|
|
|
|
$
|
2,950
|
|
|
|
$
|
|
|
Delaware Investments
Colorado
|
|
3/31/13
|
|
|
$
|
16,190
|
|
|
|
$
|
|
|
|
|
$
|
2,090
|
|
|
|
$
|
|
|
Municipal Income Fund,
Inc.
|
|
3/31/12
|
|
|
$
|
10,534
|
|
|
|
$
|
|
|
|
|
$
|
2,050
|
|
|
|
$
|
|
|
Delaware Investments National
|
|
3/31/13
|
|
|
$
|
15,980
|
|
|
|
$
|
|
|
|
|
$
|
2,090
|
|
|
|
$
|
|
|
Municipal Income Fund
|
|
3/31/12
|
|
|
$
|
10,634
|
|
|
|
$
|
|
|
|
|
$
|
2,050
|
|
|
|
$
|
|
|
Delaware Investments
Minnesota
|
|
3/31/13
|
|
|
$
|
19,030
|
|
|
|
$
|
|
|
|
|
$
|
2,750
|
|
|
|
$
|
|
|
Municipal Income Fund
II, Inc.
|
|
3/31/12
|
|
|
$
|
13,434
|
|
|
|
$
|
|
|
|
|
$
|
2,650
|
|
|
|
$
|
|
|
Covered Entities
|
|
11/30/12
|
|
|
$
|
|
|
|
|
$
|
685,000
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
11/30/11
|
|
|
$
|
|
|
|
|
$
|
593,000
|
|
|
|
$
|
|
|
|
|
$
|
25,000
|
|
|
|
3/31/13
|
|
|
$
|
|
|
|
|
$
|
565,000
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
3/31/12
|
|
|
$
|
|
|
|
|
$
|
416,500
|
|
|
|
$
|
|
|
|
|
$
|
25,000
|
|
____________________
1
|
Includes fees billed for
year-end audit procedures, reporting up and subsidiary
statutory.
|
|
|
2
|
Includes fees billed to the
Funds for the review of income tax returns and annual excise distribution
calculations.
|
|
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.
|
19
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 $10,584,953 and
$10,901,705 for the fiscal years ended March 31, 2013 and March 31, 2012,
respectively. The aggregate non-audit fees billed by the independent auditors
for services rendered to DDF and DEX, and to Covered Entities, were $10,867,923
and $5,228,766 for the fiscal years ended November 30, 2012 and November 30,
2011, 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 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).
20
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 2014, shareholder
proposals to be included in the Funds Combined Proxy Statement for that meeting
must be received no later than March 10, 2014. Such proposals
21
should 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 24, 2014.
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.
22
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD
DATE (JUNE 24, 2013)
Delaware Investments
Dividend and Income Fund, Inc.
|
|
|
Common
Shares
|
|
9,439,042.1587
|
Delaware Enhanced Global Dividend and Income
Fund
|
|
|
Common
Shares
|
|
15,863,615.6820
|
Delaware Investments
Colorado Municipal Income Fund, Inc.
|
|
|
Common
Shares
|
|
4,837,100.0000
|
Preferred
Shares
|
|
300.0000
|
Delaware Investments National Municipal
Income Fund
|
|
|
Common
Shares
|
|
4,528,443.5050
|
Preferred Shares
|
|
300.0000
|
Delaware Investments
Minnesota Municipal Income Fund II, Inc.
|
|
|
Common
Shares
|
|
11,504,975.0862
|
Preferred
Shares
|
|
750.0000
|
A-1
EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE
OF A FUND
According to
disclosure publicly filed with the SEC, as of June 24, 2013, 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.
Fund
|
|
Name and
Address
|
|
Class of
Shares
|
|
Number
of
Shares
|
|
Percent
of
Outstanding
Shares
|
Delaware
Enhanced Global
Dividend and Income Fund
|
|
First
Trust Portfolios L.P.,
First Trust Advisors
L.P., and The
Charger
Corporation
120 East Liberty Drive,
Suite 400
Wheaton,
Illinois 60187
|
|
Common
Shares
|
|
|
2,036,328
|
|
|
|
12.89%
|
|
Delaware
Investments
Colorado Municipal
Income Fund, Inc.
|
|
First Trust Portfolios
L.P.,
First Trust Advisors
L.P., and The
Charger
Corporation
120 East Liberty Drive,
Suite 400
Wheaton,
Illinois 60187
|
|
Common
Shares
|
|
|
439,597
|
|
|
|
9.09%
|
|
Delaware
Investments
Colorado Municipal
Income Fund, Inc.
|
|
Wells
Fargo Bank,
National Association
101 N. Phillips Avenue
Sioux
Falls, South Dakota
57104
|
|
Preferred
Shares
|
|
|
300
|
|
|
|
100%
|
|
Delaware
Investments
National Municipal
Income Fund
|
|
Wells Fargo
Bank,
National Association
101 N. Phillips Avenue
Sioux Falls,
South Dakota
57104
|
|
Preferred
Shares
|
|
|
300
|
|
|
|
100%
|
|
Delaware
Investments
Minnesota Municipal
Income Fund II, Inc.
|
|
First
Trust Portfolios L.P.,
First Trust Advisors
L.P., and The
Charger
Corporation
120 East Liberty Drive,
Suite 400
Wheaton,
Illinois 60187
|
|
Common
Shares
|
|
|
896,412
|
|
|
|
7.79%
|
|
Delaware
Investments
Minnesota Municipal
Income Fund II, Inc.
|
|
Wells Fargo
Bank,
National Association
101 N. Phillips Avenue
Sioux Falls,
South Dakota
57104
|
|
Preferred Shares
|
|
|
750
|
|
|
|
100%
|
|
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
2005 Market Street
Philadelphia,
PA
19103
December
1963
|
|
Senior Vice
President,
Deputy
General
Counsel, and
Secretary
|
|
Senior Vice
President since
May
2013; Deputy
General Counsel
since September
2000; and
Secretary
since October 2005
|
|
David F. Connor has served in various
executive and legal capacities at different times at Delaware
Investments.
|
Daniel V.
Geatens
2005 Market
Street
Philadelphia, PA
19103
October 1972
|
|
Vice President
and Treasurer
|
|
Treasurer since
October 2007
|
|
Daniel V. Geatens has served in various
capacities at different times at Delaware Investments.
|
David P.
OConnor
2005 Market
Street
Philadelphia, PA
19103
February 1966
|
|
Executive Vice
President,
General
Counsel,
and Chief Legal
Officer
|
|
Executive Vice
President
since
February 2012;
Senior Vice
President
October
2005
February 2012;
General Counsel
and Chief Legal
Officer
since
October 2005
|
|
David P. OConnor has served in various
executive and legal capacities at different times at Delaware
Investments.
|
Richard
Salus
2005 Market
Street
Philadelphia, PA
19103
October 1963
|
|
Senior Vice
President and
Chief
Financial
Officer
|
|
Chief Financial
Officer
since
November 2006
|
|
Richard Salus has served in various
executive capacities at different times at Delaware
Investments.
|
C-1
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.
|
|
|
|
|
|
COMBINED
PROXY
|
STATEMENT
|
Notice of
Joint
|
Annual
Meeting
|
of
Shareholders
|
AUGUST 21,
2013
|
|
|
|
Important notice regarding the
availability of proxy materials for the joint annual meeting of shareholders to
be held on August 21, 2013: the Proxy Statement is available at
delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS DIVIDEND AND INCOME
FUND, INC.
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2013
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,
Michael E. Dresnin, 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 21, 2013 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 ALL" ON 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
18011
HAUPPAUGE, NY 11788
To vote by
Internet
|
|
1)
|
|
Read the Proxy Statement and have the proxy
card below at hand.
|
2)
|
|
Go to website
www.proxy-direct.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) JOSEPH W. CHOW
|
|
|
|
|
|
|
|
|
03) PATRICK P. COYNE
|
|
|
|
|
|
|
|
|
04) JOHN A. FRY
|
|
|
|
|
|
|
|
|
05) ANTHONY D. KNERR
|
|
|
|
|
|
|
|
|
06) LUCINDA S. LANDRETH
|
|
|
|
|
|
|
|
|
07) FRANCES A. SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) THOMAS K. WHITFORD
|
|
|
|
|
|
|
|
|
09) JANET L. YEOMANS
|
|
|
|
|
|
|
|
|
10) 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 21, 2013: the Proxy Statement is available at
delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2013
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,
Michael E. Dresnin, 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 21, 2013 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 ALL" ON 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
18011
HAUPPAUGE, NY 11788
To vote by
Internet
|
|
1)
|
|
Read the Proxy Statement and have the proxy
card below at hand.
|
2)
|
|
Go to website
www.proxy-direct.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) JOSEPH W. CHOW
|
|
|
|
|
|
|
|
|
03) PATRICK P. COYNE
|
|
|
|
|
|
|
|
|
04) JOHN A. FRY
|
|
|
|
|
|
|
|
|
05) ANTHONY D. KNERR
|
|
|
|
|
|
|
|
|
06) LUCINDA S. LANDRETH
|
|
|
|
|
|
|
|
|
07) FRANCES A. SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) THOMAS K. WHITFORD
|
|
|
|
|
|
|
|
|
09) JANET L. YEOMANS
|
|
|
|
|
|
|
|
|
10) 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 21, 2013: the Proxy Statement is available at
delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2013
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,
Michael E. Dresnin, 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 21, 2013 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 ALL" ON 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
18011
HAUPPAUGE, NY 11788
To vote by
Internet
|
|
1)
|
|
Read the Proxy Statement and have the proxy
card below at hand.
|
2)
|
|
Go to website
www.proxy-direct.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) JOSEPH W. CHOW
|
|
|
|
|
|
|
|
|
03) PATRICK P. COYNE
|
|
|
|
|
|
|
|
|
04) JOHN A. FRY
|
|
|
|
|
|
|
|
|
05) ANTHONY D. KNERR
|
|
|
|
|
|
|
|
|
06) LUCINDA S. LANDRETH
|
|
|
|
|
|
|
|
|
07) FRANCES A. SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) THOMAS K. WHITFORD
|
|
|
|
|
|
|
|
|
09) JANET L. YEOMANS*
|
|
|
|
|
|
|
|
|
10) 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 21, 2013: the Proxy Statement is available at
delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2013
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,
Michael E. Dresnin, 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 21, 2013 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 ALL" ON 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
18011
HAUPPAUGE, NY 11788
To vote by
Internet
|
|
1)
|
|
Read the Proxy Statement and have the proxy
card below at hand.
|
2)
|
|
Go to website
www.proxy-direct.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 NATIONAL MUNICIPAL 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) JOSEPH W. CHOW
|
|
|
|
|
|
|
|
|
03) PATRICK P. COYNE
|
|
|
|
|
|
|
|
|
04) JOHN A. FRY
|
|
|
|
|
|
|
|
|
05) ANTHONY D. KNERR
|
|
|
|
|
|
|
|
|
06) LUCINDA S. LANDRETH
|
|
|
|
|
|
|
|
|
07) FRANCES A. SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) THOMAS K. WHITFORD
|
|
|
|
|
|
|
|
|
09) JANET L. YEOMANS*
|
|
|
|
|
|
|
|
|
10) 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 21, 2013: the Proxy Statement is available at
delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
|
|
JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2013
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,
Michael E. Dresnin, 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 21, 2013 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 ALL" ON 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
18011
HAUPPAUGE, NY 11788
To vote by
Internet
|
|
1)
|
|
Read the Proxy Statement and have the proxy
card below at hand.
|
2)
|
|
Go to website
www.proxy-direct.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) JOSEPH W. CHOW
|
|
|
|
|
|
|
|
|
03) PATRICK P. COYNE
|
|
|
|
|
|
|
|
|
04) JOHN A. FRY
|
|
|
|
|
|
|
|
|
05) ANTHONY D. KNERR
|
|
|
|
|
|
|
|
|
06) LUCINDA S. LANDRETH
|
|
|
|
|
|
|
|
|
07) FRANCES A. SEVILLA-SACASA
|
|
|
|
|
|
|
|
|
08) THOMAS K. WHITFORD
|
|
|
|
|
|
|
|
|
09) JANET L. YEOMANS*
|
|
|
|
|
|
|
|
|
10) 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
|