Each Funds Nominating
and Corporate Governance Committee (the Nominating Committee) is comprised of
the following four Directors appointed by the Board: John A. Fry, Chairperson;
Anthony D. Knerr; Lucinda S. Landreth, and Ann R. Leven (ex-officio), all of
whom meet the independence requirements set forth in the listing standards of
the NYSE and AMEX and are not interested persons under the 1940 Act. 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 five meetings during the fiscal year ended November 30, 2007 for DDF and
DGF, three meetings for DEX during the partial fiscal year ended November 30,
2007, and five meetings for the Preferred Share Funds for the fiscal year ended
March 31, 2008. Each Funds Board of Directors has adopted a formal charter for
the Nominating Committee setting forth its responsibilities, attached
as
Exhibit D. A current copy of
the Nominating Committees charter is also available on the Funds website at
www.delawareinvestments.com
.
The Nominating Committee will
consider shareholder recommendations for nominations to the Board of Directors
only in the event that there is a vacancy on the Board of Directors.
Shareholders who wish to submit recommendations for nominations to the Board to
fill a vacancy must submit their recommendations in writing to John A. Fry,
Chairman of the Nominating Committee, c/o the Funds at 2005 Market Street,
Philadelphia, Pennsylvania 19103. Shareholders should include appropriate
information on the background and qualifications of any person recommended to
the Nominating Committee (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 of Directors.
The Nominating
Committee generally identifies candidates for Board membership through personal
and business contacts of Directors and shareholders. In addition, the Nominating
Committee may use a search firm to identify candidates for the Board of
Directors, if deemed necessary and appropriate to use such a firm. The
Nominating Committees process for evaluating a candidate generally includes a
review of the candidates background and experience, a check of the candidates
references and other due diligence and, when appropriate, interviews with
Nominating Committee members. In evaluating a candidate, the Nominating
Committee will also consider whether the candidate, if elected, would be an
independent director for purposes of the 1940 Act and the listing standards of
the NYSE and AMEX.
The Nominating
Committee has not established any specific minimum requirements that candidates
must meet in order to be recommended by the Nominating Committee for nomination
for election to the Board. Rather, the Nominating Committee seeks candidates
who, in its judgment, will serve the best interests of the Funds long-term
shareholders and whose background will complement the experience, skills and
diversity of the other Directors and add to the overall effectiveness of the
Board.
Each Fund has an Independent Directors Committee. This committee 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, 2007 for DDF and DGF, two meetings for DEX for the partial fiscal
year ended November 30, 2007, and four meetings for the Preferred Share Funds
for the fiscal year ended March 31, 2008.
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-advisors; (ii) review all proposed amendments to existing agreements and to
recommend what action the full Board and the independent Directors take
regarding the approval of all such proposed arrangements; and (iii) review from
time to time reports supplied by the Funds investment adviser regarding
investment performance and expenses and suggest changes to such reports. The
Investments Committee consists of the following four independent Directors:
Thomas L. Bennett, Chairman; Lucinda S. Landreth, Janet L. Yeomans; and J.
Richard Zecher. The Investments Committee held five meetings during the fiscal year ended November 30, 2007 for DDF and DGF, three meetings for DEX for
the partial fiscal year ended November 30, 2007, and five meetings for the
Preferred Share Funds for the fiscal year ended March 31, 2008.
Board
Compensation.
Each independent Director receives
compensation from each Fund of which he/she is a member of the Board of
Directors. 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 $100,000 for serving as a
Director of all 31 investment companies within the Fund Complex, plus $5,000 per
day for each day the Board meets (normally four regular meetings, all of which
are two-day meetings). Ann R. Leven is the current Lead/Coordinating Director
for the Funds and receives an additional annual retainer totaling $35,000 with
respect to all 31 investment companies within the Fund Complex. Members of the
Audit, Investments, and Nominating Committees receive additional compensation of
$2,500 for each Committee meeting attended. 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
$15,000.
- 9 -
The following table
sets forth the compensation received by each Director from each Fund and the
total compensation received from the Fund Complex as a whole during the twelve
months ended April 30, 2008.
|
|
Total Compensation
|
|
Aggregate
|
from the Investment
|
|
Compensation from
the
|
Companies in the Fund
|
Director
|
Funds
|
Complex
|
Thomas L. Bennett
|
$4,314
|
$177,750
|
John A. Fry
|
$4,054
|
$168,167
|
Anthony D. Knerr
|
$3,690
|
$153,167
|
Lucinda S. Landreth
|
$3,993
|
$165,667
|
Ann R. Leven
|
$5,146
|
$213,167
|
Thomas F. Madison
|
$3,775
|
$157,333
|
Janet L. Yeomans
|
$3,993
|
$165,667
|
J. Richard Zecher
|
$3,993
|
$165,667
|
Officers.
Each
Board of Directors and the senior management of the Funds appoint officers each
year, and from time to time as necessary. The following individuals are
executive officers of one or more of the Funds: Patrick P. Coyne, Richard Salus,
and Daniel V. Geatens. Exhibit E includes biographical information and the past
business experience of these officers, except for Mr. Coyne, whose information
is set forth with the other Directors. The Exhibit also identifies which of
these executive officers are also officers of Delaware Management Company (DMC
or Management), the investment adviser of each Fund. These officers own shares
of common stock and/or options to purchase shares of common stock of Lincoln
National Corporation, the ultimate parent of DMC, and are considered to be
interested persons of the Funds under the 1940 Act.
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,
except that with respect to the Delaware Investments National Municipal Income
Fund, Management failed to timely file two Form 4s for Robert Collins.
- 10 -
Required Vote.
All shareholders of
a Fund vote together to elect Directors, regardless of whether the Fund has both
common and preferred shareholders, except that the holders of the Preferred
Share 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. Each of the Funds, except DDF, DGF and DEX has
issued preferred shares. The holders of the preferred shares of the Preferred
Share Funds have the exclusive right to vote to elect Mr. Madison and Ms.
Yeomans to the Board of Directors of their respective Preferred Share Funds.
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 of Directors.
|
PROPOSAL 1
|
|
Election of Directors
|
|
Coyne,
Bennett, Fry, Knerr,
|
|
|
FUND
|
Landreth, Leven, and
Zecher
|
|
Madison and Yeomans
|
DDF, DGF and DEX
|
Plurality of votes cast.
|
Preferred Share Funds
|
Plurality of votes cast of
|
|
Plurality of votes cast of preferred
|
|
common and preferred
shares.
|
|
shares.
|
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR
PROPOSAL ONE
- 11 -
INDEPENDENT ACCOUNTANTS AND AUDIT COMMITTEE
REPORT
The firm
of Ernst & Young LLP has been selected as the independent registered public
accounting firm ("independent auditors") for the Funds. In accordance with
Independence Standards Board Standard No. 1 ("ISB No. 1"), Ernst & Young LLP
has confirmed to each Fund's Audit Committee regarding the independence of Ernst
& Young LLP. The Audit Committee must approve all audit and non-audit
services provided by Ernst & Young LLP 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
Fund's Audit Committee has adopted policies and procedures to provide a
framework for the Audit Committee's consideration of non-audit services by Ernst
& Young LLP. These policies and procedures require that any non-audit
service to be provided by Ernst & Young LLP 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 Fund's Audit Committee has reviewed and discussed
with Fund management and representatives from Ernst & Young LLP the audited
financial statements for each Fund's last fiscal year. The Audit Committee has
discussed with the independent auditors their 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 of
Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90
(Communication With Audit Committees). The Audit Committee also received the
written disclosures and the letter from its independent auditors required by ISB
No. 1, and discussed with a representative of Ernst & Young LLP the
independent auditor's independence. Each Fund's Board of Directors considered
fees received by Ernst & Young LLP 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 Fund's Audit Committee unanimously recommended to the
Fund's Board of Directors that the aforementioned audited financial statements
be included in each Fund's annual report to shareholders for the last fiscal
year.
As noted
above, the members of each Fund's Audit Committee are: Thomas L. Bennett, Thomas
L. Madison, Janet L. Yeomans and J. Richard Zecher. All members of each Fund's
Audit Committee meet the standard of independence set forth in the listing
standards of the NYSE and AMEX, as applicable, and are not considered to be
"interested persons" under the 1940 Act. Each Fund's Board of Directors has
adopted a formal charter for the Audit Committee setting forth its
responsibilities. A copy of the Audit Committee's charter is included in Exhibit
C to this Combined Proxy Statement.
- 12 -
Audit
fees. The aggregate fees paid to Ernst & Young LLP in connection with the
annual audit of each Fund's financial statements and for services normally
provided by the independent auditors in connection with statutory and regulatory
filings or engagements for the fiscal year ended November 30, 2007 for DEX, DDF
and DGF and ended March 31, 2008 for the Preferred Share Funds, and for the
fiscal year ended November 30, 2006 for DDF and DGF and ended March 31, 2007 for
the Preferred Share Funds are set forth below:
|
Audit Fees for FYE
|
Audit Fees for FYE
|
Fund
|
11/30/07 or
3/31/08
|
11/30/06 or
3/31/07
|
Delaware Enhanced Global Dividend and
Income Fund*
|
$64,000**
|
n/a
|
Delaware Investments Dividend and Income Fund, Inc.
|
$14,300
|
$13,700
|
Delaware Investments Global Dividend and
Income Fund, Inc.
|
$11,700
|
$11,100
|
Delaware Investments Arizona Municipal Income Fund, Inc.
|
$10,700
|
$10,300
|
Delaware Investments Colorado Municipal
Income Fund, Inc.
|
$11,600
|
$11,200
|
Delaware Investments National Municipal Income Fund
|
$10,400
|
$10,100
|
Delaware Investments Minnesota Municipal
Income Fund II, Inc.
|
$14,600
|
$14,100
|
____________________
* DEX commenced operations
as of June 29, 2007, therefore, all amounts reported are for the partial fiscal
year ended as of November 30, 2007.
** Audit services include the seed
financial statement audit in connection with the initial registration statement,
comfort letters in connection with the initial offering, and the audit for the
fiscal period ended November 30, 2007.
- 13 -
Audit-related fees. The aggregate fees billed by the Funds' independent
auditors for services relating to the performance of the audit of each Fund's
financial statements and not reported above under "Audit Fees" are described
below for the fiscal year ended November 30, 2007 for DEX, DDF and DGF and ended
March 31, 2008 for the Preferred Share Funds and for the fiscal year ended
November 30, 2006 for DDF and DGF and ended March 31, 2007 for the Preferred
Shares Funds. The percentage of these fees relating to services approved by the
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 was 0.0%. These
audit-related services were as follows: agreed upon procedures relating to the
commercial paper program rating agency reports for DDF and agreed-upon
procedures relating to the preferred share rating agency reports for the
Preferred Share Funds.
|
Audit-Related Fees
for
|
Audit-Related Fees
for
|
|
FYE
11/30/07 or
|
FYE
11/30/06 or
|
Fund
|
3/31/08
|
3/31/07
|
Delaware Enhanced Global Dividend and
Income Fund*
|
$0
|
n/a
|
Delaware Investments Dividend and Income Fund, Inc.
|
$6,868
|
$6,868
|
Delaware Investments Global Dividend and
Income Fund, Inc.
|
$0
|
$0
|
Delaware Investments Arizona Municipal Income Fund, Inc.
|
$6,868
|
$6,868
|
Delaware Investments Colorado Municipal
Income Fund, Inc.
|
$6,868
|
$6,868
|
Delaware Investments National Municipal Income Fund
|
$6,868
|
$6,868
|
Delaware Investments Minnesota Municipal
Income Fund II, Inc.
|
$6,868
|
$6,868
|
The
aggregate fees billed by the Funds' independent auditors for services relating
to the performance of the audit of the financial statements of each Fund's
investment adviser and other service providers under common control with the
adviser and that relate directly to the operations or financial reporting of a
Fund for the fiscal year ended November 30, 2007 for DEX, DDF and DGF and ended
March 31, 2008 for the Preferred Share Funds were $0, and for the fiscal year
ended November 30, 2006 for DDF and DGF and ended March 31, 2007 for the
Preferred Share Funds were $15,000. The percentage of these fees relating to
services approved by the 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 was
0.0%. These audit-related services were as follows: issuance of agreed-upon
procedures report to the Board of Directors in connection with the pass-through
of internal legal costs relating to the operations of the Funds.
____________________
* DEX commenced operations as of June 29, 2007,
therefore, all amounts reported are for the partial fiscal year ended as of
November 30, 2007.
- 14 -
Tax fees.
The aggregate fees billed by the Funds' independent auditors for tax-related
services provided to each Fund are described below for the fiscal year ended
November 30, 2007 for DEX, DDF and DGF and ended March 31, 2008 for the
Preferred Share Funds, and for the fiscal year ended November 30, 2006 for DDF
and DGF and ended March 31, 2007 for the Preferred Share Funds. The percentage
of these fees relating to services approved by the 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 was 0.0%. These tax-related services were as
follows: review of income tax returns, review of annual excise distribution
calculations, and, with respect to DGF and DEX in 2007, tax compliance services
related to investments in foreign securities.
|
Tax Fees for FYE
|
|
Tax Fees for FYE
|
Fund
|
11/30/07 or
3/31/08
|
|
11/30/06 or
3/31/07
|
Delaware Enhanced Global Dividend and
Income Fund*
|
$7,650
|
|
n/a
|
Delaware
Investments Dividend and Income
Fund,
Inc.
|
$4,050
|
|
$2,500
|
Delaware Investments Global Dividend and
Income Fund, Inc.
|
$3,250
|
|
$2,000
|
Delaware
Investments Arizona Municipal
Income
Fund, Inc.
|
$2,250
|
|
$1,900
|
Delaware Investments Colorado Municipal
Income Fund, Inc.
|
$2,750
|
|
$2,100
|
Delaware
Investments National Municipal
Income
Fund
|
$2,150
|
|
$1,800
|
Delaware Investments Minnesota Municipal
Income Fund II, Inc.
|
$4,150
|
|
$2,600
|
The
aggregate fees billed by the Funds' independent auditors for tax-related
services provided to the Funds' investment adviser and other service providers
under common control with the adviser and that relate directly to the operations
or financial reporting of the Fund were $0 for each Fund's prior two fiscal
years.
All other
fees. The aggregate fees billed for all services provided by the independent
auditors to the Funds other than those set forth above were $0 for the prior two
fiscal years.
The
aggregate fees billed for all services other than those set forth above provided
by the Funds' independent auditors to the Funds' investment adviser(s) and other
service providers under common control with the investment adviser(s) and that
relate directly to the operations or financial reporting of the Funds were $0
for the Funds' prior two fiscal years.
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 Preferred Shares Funds and to their investment adviser
and other service providers under common control with the investment adviser
were $293,134 and $275,280 for the Funds' fiscal years ended March 31, 2008 and
March 31, 2007, respectively. The aggregate non-audit fees billed by the
independent auditors for services rendered to DEX and to its investment adviser
and other service providers under common control with the investment adviser
were $256,338 for the Funds fiscal year ended November 30, 2007. The aggregate
non-audit fees billed by the independent auditors for services rendered to DDF
and to its investment adviser and other service providers under common control
with the investment adviser were $259,606 and $263,188 for the Fund's fiscal
years ended November 30, 2007 and November 30, 2006, respectively. The aggregate
non-audit fees billed by the independent auditors for services rendered to DGF
and to its investment advisers and other service providers under common control
with the investment adviser(s) were $251,938 and $255,820 for the Fund's fiscal
years ended November 30, 2007 and November 30, 2006, respectively. In connection
with its selection of the independent auditors, the Audit Committee has
considered the independent auditors' provision of non-audit services to the
investment adviser(s) and other service providers under common control with the
investment adviser(s) 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.
____________________
* DEX commenced operations as of June
29, 2007, therefore, all amounts reported are for the partial fiscal year ended
as of November 30, 2007.
- 15 -
COMMUNICATIONS TO THE BOARD OF
DIRECTORS
Shareholders who wish to communicate to the full Board of Directors may
address correspondence to Ann R. Leven, Coordinating Director for the Funds, c/o
a Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Shareholders may
also send correspondence to the Coordinating Director or any individual Director
c/o a Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without
opening any such correspondence, Fund management will promptly forward all such
correspondence to the intended recipient(s).
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.
Ernst &
Young LLP serves as the Funds independent auditors. Ernst & Young LLPs
principal address is Two Commerce Square, Philadelphia, PA 19103. A
representative of Ernst & Young LLP is expected to be present at the
Meeting. The representative of Ernst & Young LLP will have an opportunity to
make a statement if he or she desires to do so and will be available to respond
to appropriate questions.
Proxy Solicitation.
This proxy
solicitation is being made by the Board of Directors for use at the Meeting. The
cost of this proxy solicitation will be shared as set forth below. 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, telecopy
and personal interviews.
Expenses of the
Proposals.
The costs of the
Proposal will be borne equally by the Funds. As discussed above, no proxy
solicitor will be engaged with respect to the Proposal.
Shareholder Proposals
.
If a Fund holds an annual meeting of
shareholders in 2009, shareholder proposals to be included in the Funds
Combined Proxy Statement for that meeting must be received no later than April
22, 2009. Such proposals 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. 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 23, 2009.
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 (800)
523-1918.
- 16 -
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE
(JUNE 25, 2008)
Delaware
Investments Dividend and Income Fund, Inc.
|
|
|
|
10,458,774
|
Delaware Investments Global
Dividend and Income Fund, Inc.
|
|
|
|
5,463,745
|
Delaware Enhanced
Global Dividend and Income Fund
|
|
|
|
12,929,435
|
Delaware Investments Arizona
Municipal Income Fund, Inc.
|
|
|
|
2,982,700
|
Common Stock
|
|
2,982,200
|
|
|
Preferred Stock
|
|
500
|
|
|
Delaware
Investments Colorado Municipal Income Fund, Inc.
|
|
|
|
4,837,900
|
Common Stock
|
|
4,837,100
|
|
|
Preferred Stock
|
|
800
|
|
|
Delaware Investments National
Municipal Income Fund
|
|
|
|
2,422,600
|
Common Stock
|
|
2,422,200
|
|
|
Preferred Stock
|
|
400
|
|
|
Delaware
Investments Minnesota Municipal Income Fund II, Inc.
|
|
|
|
11,506,875
|
Common Stock
|
|
11,504,975
|
|
|
Preferred Stock
|
|
1,900
|
|
|
- 17 -
EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE OF A
FUND
The
following accounts held of record 5% or more of the outstanding shares of the
Funds listed below as of June 25, 2008. Management does not have knowledge of
beneficial owners.
|
|
|
|
Number
of
|
|
Percent
of
|
Fund
|
|
Name and
Address
|
|
Shares
|
|
Outstanding
Shares
|
Delaware Investments Dividend and
|
|
Cede & Co
|
|
10,268,421.04
|
|
98.18
%
|
Income Fund, Inc.
|
|
P.O. Box 20
|
|
|
|
|
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Investments Global Dividend
|
|
Cede & Co
|
|
5,333,928.594
|
|
97.62
%
|
and Income Fund, Inc.
|
|
P.O. Box 20
|
|
|
|
|
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Enhanced Global Dividend and
|
|
Cede & Co
|
|
12,924,193.92
|
|
99.96
%
|
Income Fund
|
|
P.O. Box 20
|
|
|
|
|
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Investments Arizona Municipal
|
|
Cede & Co
|
|
2,921,456.066
|
|
97.96
%
|
Income Fund, Inc.
|
|
P.O. Box 20
|
|
|
|
|
Common Stock
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Investments Arizona
|
|
CitiGroup Global Markets Inc.
|
|
223
|
|
89.20
%
|
Municipal Income Fund, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series A
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS Financial Services Inc.
|
|
26
|
|
10.40
%
|
|
|
Jane Flood
|
|
|
|
|
|
|
1200 Harbor Blvd
|
|
|
|
|
|
|
Weehawken, NJ 07086
|
|
|
|
|
|
Delaware Investments Arizona Municipal
|
|
CitiGroup Global Markets Inc.
|
|
245
|
|
98.00
%
|
Income Fund, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series B
|
|
New York, NY 10001
|
|
|
|
|
|
Delaware Investments Colorado
|
|
Cede & Co
|
|
4,657,093.566
|
|
96.28
%
|
Municipal Income Fund, Inc.
|
|
P.O. Box 20
|
|
|
|
|
Common Stock
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Investments Colorado
|
|
CitiGroup Global Markets Inc.
|
|
185
|
|
46.25
%
|
Municipal Income Fund, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series A
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner &
|
|
94
|
|
23.50
%
|
|
|
Smith Safekeeping
|
|
|
|
|
|
|
Veronica E. ONeill
|
|
|
|
|
|
|
101 Hudson Street
|
|
|
|
|
|
|
8
th
Floor
|
|
|
|
|
|
|
Jersey City, NJ 07302
|
|
|
|
|
|
|
|
TD Ameritrade, Inc.
|
|
68
|
|
17.00
%
|
|
|
Issuer Services
|
|
|
|
|
|
|
C/O ADP Proxy Services
|
|
|
|
|
|
|
51 Mercedes Way
|
|
|
|
|
|
|
Edgewood, NY 11717
|
|
|
|
|
- 18 -
|
|
|
|
Number
of
|
|
Percent
of
|
Fund
|
|
Name and
Address
|
|
Shares
|
|
Outstanding
Shares
|
|
|
Marshall and Ilsley
|
|
20
|
|
5.00
%
|
|
|
Issuer Services
|
|
|
|
|
|
|
C/O ADP Proxy Services
|
|
|
|
|
|
|
51 Mercedes Way
|
|
|
|
|
|
|
Edgewood, NY 11717
|
|
|
|
|
|
Delaware Investments Colorado
|
|
CitiGroup Global Markets Inc.
|
|
171
|
|
42.75
%
|
Municipal Income Fund, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series B
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner &
|
|
110
|
|
27.50
%
|
|
|
Smith Safekeeping
|
|
|
|
|
|
|
Veronica E. ONeill
|
|
|
|
|
|
|
101 Hudson Street
|
|
|
|
|
|
|
8
th
Floor
|
|
|
|
|
|
|
Jersey City, NJ 07302
|
|
|
|
|
|
|
|
TD Ameritrade, Inc.
|
|
84
|
|
21.00
%
|
|
|
Issuer Services
|
|
|
|
|
|
|
C/O ADP Proxy Services
|
|
|
|
|
|
|
51 Mercedes Way
|
|
|
|
|
|
|
Edgewood, NY 11717
|
|
|
|
|
|
|
|
Pershing LLC
|
|
20
|
|
5.00
%
|
|
|
Al Hernandez
|
|
|
|
|
|
|
Securities Corporation
|
|
|
|
|
|
|
1 Pershing Plaza
|
|
|
|
|
|
|
Jersey City, NJ 07399
|
|
|
|
|
|
Delaware Investments National
|
|
Cede & Co
|
|
2,249,254
|
|
92.86
%
|
Municipal Income Fund
|
|
P.O. Box 20
|
|
|
|
|
Common Shares
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Investments National
|
|
CitiGroup Global Markets Inc.
|
|
156
|
|
78.00
%
|
Municipal Income Fund
|
|
Pat Haller
|
|
|
|
|
Preferred Shares
|
|
333 W. 34
th
Street
|
|
|
|
|
Series A
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS Financial Services Inc.
|
|
39
|
|
19.50
%
|
|
|
Jane Flood
|
|
|
|
|
|
|
1200 Harbor Blvd
|
|
|
|
|
|
|
Weehawken, NJ 07086
|
|
|
|
|
|
Delaware Investments National
|
|
CitiGroup Global Markets Inc.
|
|
181
|
|
90.50
%
|
Municipal Income Fund
|
|
Pat Haller
|
|
|
|
|
Preferred Shares
|
|
333 W. 34
th
Street
|
|
|
|
|
Series B
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS Financial Services Inc.
|
|
12
|
|
6.00
%
|
|
|
Jane Flood
|
|
|
|
|
|
|
1200 Harbor Blvd
|
|
|
|
|
|
|
Weehawken, NJ 07086
|
|
|
|
|
|
Delaware Investments Minnesota
|
|
Cede & Co
|
|
10,307,541.83
|
|
89.59
%
|
Municipal Income Fund II, Inc.
|
|
P.O. Box 20
|
|
|
|
|
Common Stock
|
|
Bowling Green Station
|
|
|
|
|
|
|
New York, NY 10274
|
|
|
|
|
|
Delaware Investments Minnesota
|
|
UBS Financial Services Inc.
|
|
333
|
|
55.50
%
|
Municipal Income Fund II, Inc.
|
|
Jane Flood
|
|
|
|
|
Preferred Stock
|
|
1200 Harbor Blvd
|
|
|
|
|
Series A
|
|
Weehawken, NJ 07086
|
|
|
|
|
- 19 -
|
|
|
|
Number
of
|
|
Percent
of
|
Fund
|
|
Name and
Address
|
|
Shares
|
|
Outstanding
Shares
|
|
|
CitiGroup Global Markets Inc.
|
|
213
|
|
35.50
%
|
|
|
Pat Haller
|
|
|
|
|
|
|
333 W. 34
th
Street
|
|
|
|
|
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
34
|
|
5.66
%
|
|
|
Ronnie Fuiava
|
|
|
|
|
|
|
Attn: Proxy Department
|
|
|
|
|
|
|
211 Main Street
|
|
|
|
|
|
|
San Francisco, CA 94105
|
|
|
|
|
|
Delaware Investments Minnesota
|
|
CitiGroup Global Markets Inc.
|
|
423
|
|
70.50
%
|
Municipal Income Fund II, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series B
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner &
|
|
71
|
|
11.83
%
|
|
|
Smith Safekeeping
|
|
|
|
|
|
|
Veronica E. ONeill
|
|
|
|
|
|
|
101 Hudson Street
|
|
|
|
|
|
|
8
th
Floor
|
|
|
|
|
|
|
Jersey City, NJ 07302
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
60
|
|
10.00
%
|
|
|
Ronnie Fuiava
|
|
|
|
|
|
|
Attn: Proxy Department
|
|
|
|
|
|
|
211 Main Street
|
|
|
|
|
|
|
San Francisco, CA 94105
|
|
|
|
|
|
Delaware Investments Minnesota
|
|
CitiGroup Global Markets Inc.
|
|
209
|
|
52.25
%
|
Municipal Income Fund II, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series C
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
71
|
|
17.75
%
|
|
|
Ronnie Fuiava
|
|
|
|
|
|
|
Attn: Proxy Department
|
|
|
|
|
|
|
211 Main Street
|
|
|
|
|
|
|
San Francisco, CA 94105
|
|
|
|
|
|
|
|
UBS Financial Services Inc.
|
|
39
|
|
9.75
%
|
|
|
Jane Flood
|
|
|
|
|
|
|
1200 Harbor Blvd
|
|
|
|
|
|
|
Weehawken, NJ 07086
|
|
|
|
|
|
|
|
SEI Private Trust Company
|
|
35
|
|
8.75
%
|
|
|
Dan Cwalina
|
|
|
|
|
|
|
One Freedom Valley Drive
|
|
|
|
|
|
|
Oaks, PA 19456
|
|
|
|
|
|
|
|
JPMorgan Chase Bank, N.A.
|
|
30
|
|
7.50
%
|
|
|
Sanjay Ghuliani
|
|
|
|
|
|
|
Paradigm, B Wing, Floor 6
|
|
|
|
|
|
|
Mindspace, Malad (W)
|
|
|
|
|
|
|
Mumbai 400 064 India 00000
|
|
|
|
|
|
Delaware Investments Minnesota
|
|
CitiGroup Global Markets Inc.
|
|
181
|
|
60.33
%
|
Municipal Income Fund II, Inc.
|
|
Pat Haller
|
|
|
|
|
Preferred Stock
|
|
333 W. 34
th
Street
|
|
|
|
|
Series D
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
89
|
|
29.67
%
|
|
|
Ronnie Fuiava
|
|
|
|
|
|
|
Attn: Proxy Department
|
|
|
|
|
|
|
211 Main Street
|
|
|
|
|
|
|
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS
Financial Services Inc.
|
|
15
|
|
5.00%
|
|
|
Jane
Flood
|
|
|
|
|
|
|
1200 Harbor
Blvd
|
|
|
|
|
|
|
Weehawken,
NJ 07086
|
|
|
|
|
- 20 -
EXHIBIT C
DELAWARE INVESTMENTS FAMILY OF
FUNDS
AUDIT COMMITTEE
CHARTER
1.
|
|
Committee
Composition.
|
|
|
|
|
a.
|
|
The Audit Committee
shall be composed of not less than three Directors/Trustees (hereinafter,
Directors) selected by the Board, each of whom shall be independent as
defined in Rule 10A- 3(b) under the Securities and Exchange Act of 1934,
as amended, and the listing standards of any national securities exchange
on which the Fund is listed.
|
|
|
|
|
b.
|
|
Each member of the
Audit Committee shall be financially literate, as such qualification is
interpreted by the Fund's Board in its business judgment, or must become
financially literate within a reasonable period of time after his or her
appointment to the Audit Committee. At least one member of the Audit
Committee must be an "audit committee financial expert" as such term is
defined in Securities and Exchange Commission (SEC) Form
N-CSR.
|
|
|
|
|
c.
|
|
One member of the
Audit Committee shall be designated by the Board as Chairperson. The
Chairperson and members of the Audit Committee shall have two year terms,
renewable for a maximum of three terms. The Chairperson and members of the
Audit Committee shall receive such compensation for their service on the
Audit Committee as the Board may determine from time to time.
|
|
2.
|
|
Role of
the Audit Committee
. The function of
the Audit Committee is oversight in the sense that it is to watch closely,
maintain surveillance, review carefully relevant matters and make
appropriate suggestions; it is management's responsibility to direct,
manage and maintain appropriate systems for accounting and internal
control and for the preparation, presentation and integrity of the
financial statements; and it is the independent auditors' responsibility
to plan and carry out a proper audit. The independent auditors for the
Fund shall report directly to, and are ultimately accountable to, the
Audit Committee. The Audit Committee shall select, evaluate, oversee the
work of and, when appropriate, replace the independent
auditors.
|
|
|
|
Although the
Audit Committee is expected to take a detached and questioning approach to
the matters that come before it, the review of a Funds financial
statements by the Audit Committee is not an audit, nor does the Audit
Committee's review substitute for the responsibilities of the Fund's
management for preparing, or of the independent auditors for auditing, the
financial statements. Members of the Audit Committee are not full-time
employees of the Fund and, in serving on this Audit Committee, are not,
and do not hold themselves out to be, acting as accountants or auditors.
As such, it is not the duty or responsibility of the Audit Committee or
its members to conduct "field work" or other types of auditing or
accounting reviews or procedures.
|
|
|
|
In
discharging his or her duties, each member of the Audit Committee may rely
on the accuracy of information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or
presented by (a) one or more officers of the Fund whom the Director
reasonably believes to be reliable and competent in the matters presented;
(b) legal counsel, public accountants, or other persons as to matters the
Director reasonably believes are within the person's professional
expertise; or (c) a Board committee of which the Director is not a
member.
|
|
3.
|
|
Purposes
. The purposes of the
Audit Committee are to assist the Board in its oversight of (a) the
quality and integrity of the Fund's financial statements and the
independent audit thereof; (b) the independent auditors' qualifications
and independence; (c) the performance of the Funds independent auditors;
and (d) the Fund's compliance with relevant legal and regulatory
requirements that relate to the Funds accounting and financial reporting,
internal control over financial reporting and independent audits. The
Audit Committee shall prepare an audit committee report as required by the
SEC to be included in the Fund's proxy statements. The Audit Committee
shall discharge its fiduciary responsibility with respect to evidence of
any material violation of federal or state law or breach of fiduciary duty
impacting the Fund that is brought to the attention of the Audit Committee
pursuant to applicable regulations. The Audit Committee shall monitor the
Funds accounting and financial reporting policies and practices, its
internal controls over financial reporting and, as appropriate, inquire
into the internal controls over financial reporting of certain service
providers. The Audit Committee shall monitor the Funds safeguards with
respect to both inflow and outflow of funds and the integrity of computer
systems relating to financial reporting. In addition, the Audit Committee
shall act as a liaison between the Funds independent auditors and the
full Board of Directors.
|
- 21 -
4.
|
|
Duties
and Powers
. To carry out its purposes,
the Audit Committee shall have the following duties and
powers:
|
|
|
|
|
a.
|
|
To select, retain or
terminate the independent auditors and, in connection therewith, annually
to receive, evaluate and discuss with the independent auditors a formal
written report from them setting forth all audit, review or attest
engagements, as well as all non-audit engagements and other relationships,
with the Fund, the Investment Manager and any entity in the Funds
investment company complex, as defined in Reg. S-X Rule 2-01(f)(14)
(such entity to be referred to as a "Complex Entity"), which shall include
specific representations as to the independent auditors objectivity and
independence;
|
|
|
|
|
b.
|
|
To review and approve,
in advance, to the extent required by applicable law: (i) all audit
services and all permissible non-audit services to be performed by the
independent auditors for the Fund, including the related fees and terms of
such engagements; and (ii) all non-audit services to be provided by the
independent auditors to the Funds Investment Manager and any entity
controlling, controlled by, or under common control with the Investment
Manager that provides ongoing services to the Fund (such an affiliate to
be referred to as a "Control Affiliate") where the nature of such
non-audit services has a direct impact on the operations or financial
reporting of the Fund;
|
|
|
|
|
c.
|
|
In connection with any
pre-approval to perform for the Fund (or any preapproval to perform for a
Control Affiliate required pursuant to subparagraph 4(b)) any permissible
tax service by the independent auditors, to (A) receive in writing a
description of (1) the scope of the service, the fee structure for the
engagement, and any side letter or other amendment to the engagement
letter, or any other agreement (whether oral, written or otherwise)
between the independent auditors and the Fund and/or Control Affiliate
relating to the service, (2) any compensation arrangement or other
agreement, between the independent auditor (or affiliate of the auditor)
and any person (other than the Fund or Control Affiliate) with respect to
the promoting, marketing, or recommending of a transaction covered by the
service, and (B) discuss with the independent auditors the potential
effects of the services on the independence of the independent
auditors.
|
|
|
|
|
d.
|
|
To establish
pre-approval policies and procedures for the engagement of independent
auditors to provide audit and permissible non-audit services; and to
delegate to one or more members the authority to grant
pre-approvals;
|
|
|
|
|
e.
|
|
To meet with the
independent auditors and management, including private meetings with each
as necessary, (i) to review and discuss the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters of
concern relating to the Fund's financial statements, including any
adjustments to such statements recommended by the independent auditors, or
other results of said audit(s); (iii) to consider the independent
auditors' comments with respect to the Fund's financial policies,
procedures, internal accounting controls and any audit problems or
difficulties, and in each case management's responses thereto; (iv) to
review and discuss the form of opinion the independent auditors propose to
render to the Board of Directors and shareholders; (v) in the case of an
exchange-listed closed-end Fund only, to discuss the Fund's unaudited
semi- annual financial statements with the independent auditors and
management; and (vi) in the case of an exchange-listed closed-end Fund
only, (A) to review and discuss the Fund's annual audited financial
statements and managements discussion of fund performance with the
independent auditors and management, (B) to receive the written
disclosures and the letter from the independent auditors regarding their
independence that are required by Item 407(d)(3) of Regulation S-K, (C) to
discuss the clarity and completeness of the Funds accounting principles
and disclosures, and (D) based on such review and discussions, make a
recommendation to the Board of Directors on including such audited
financial statements in the Fund's annual report to
shareholders;
|
- 22 -
|
f.
|
|
To review and discuss
any and all reports from the independent auditors regarding (i) critical
accounting policies and practices used by the Fund, including any proposed
changes in accounting principles or practices proposed by management or
the independent auditors upon the Fund, (ii) alternative treatments of
financial information within generally accepted accounting principles that
have been discussed with management, (iii) the risks of using any such
alternative treatments or disclosures, (iv) the treatment preferred by the
independent auditors, (v) material written communications between
management and the independent auditors, including any management letter
or schedule of unadjusted differences and any internal control
observations and recommendations, and (vi) all non-audit services provided
by the independent auditors to any Complex Entity that were not subject to
the pre-approval requirement set forth above in Paragraph 4(b) (in
connection with the Audit Committees consideration of the auditors
independence);
|
|
|
|
g.
|
|
To review and discuss
the process of issuing dividend-related and other press releases including
financial information, as well as the Funds policies for providing
financial information to analysts and ratings agencies;
|
|
|
|
h.
|
|
To discuss with
management the Fund's guidelines and policies with respect to risk
assessment and risk management, including the Funds major financial risk
exposures and the steps management has taken to monitor and control such
risks;
|
|
|
|
i.
|
|
To review any
disclosures made by the chief executive and chief financial officers of
the Fund in their certification process for the Fund's periodic reports
filed with the SEC about any significant deficiencies in the design or
operation of internal controls, any material weaknesses in internal
controls and any fraud, whether or not material, involving management or
other employees having a significant role in internal
controls;
|
|
|
|
j.
|
|
To establish
procedures, take actions and perform all duties necessary for (i) the
receipt, retention and treatment of complaints received by the Fund
regarding accounting, internal accounting controls or auditing matters,
and (ii) the confidential, anonymous submission by employees of the Fund
and its service providers of concerns regarding questionable accounting or
auditing matters;
|
|
|
|
k.
|
|
To obtain and review
not less often than annually a report (the Report) by the independent
auditors describing: (i) the independent auditors' internal
quality-control procedures; (ii) any material issues raised by the most
recent internal quality-control or peer review of the firm or any inquiry
or investigation by governmental or professional authorities within the
preceding five years respecting any audits carried out by the independent
auditors, and any steps taken to deal with any such issues; and (iii) all
relationships between the independent auditors and the Fund, as well as
the Fund's Investment Manager or any Complex Entity;
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l.
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To evaluate the
independence of the independent auditors, which shall include at least the
following items: (i) receiving an annual statement from the independent
auditors confirming their independence; (ii) evaluating the lead partner
of the independent auditors; (iii) confirming the appropriate rotation of
the lead audit partner, overseeing the rotation of other audit partners
and considering periodically whether there should be a regular rotation of
the audit firm itself; and (iv) reviewing the hiring by the Fund, its
Investment Manager and any Control Affiliate of employees or former
employees of the independent auditors. After reviewing the Report and the
independence of the independent auditors, the Audit Committee shall
present its conclusions with respect to the independent auditors to the
Board;
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- 23 -
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m.
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To set policies
relating to the hiring by the Fund, its Investment Manager and any Control
Affiliate of employees or former employees of the independent
auditors;
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n.
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To engage independent
legal counsel and such other advisers as the Audit Committee determines
appropriate to carry out its duties, without the consent of management or
the Board of Directors;
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o.
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To conduct an annual
performance evaluation of the Audit Committee; and
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p.
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To report its
activities to the full Board of Directors on a regular basis and to make
recommendation with respect to the above and other matters as the Audit
Committee may deem necessary or appropriate.
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5.
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Meetings
. The Audit Committee
shall meet on a regular basis and is empowered to hold special meetings as
circumstances require. The Audit Committee shall regularly meet with the
Chief Financial Officer and Treasurer of the Fund. The Audit Committee
shall also meet with internal auditors for the Investment Manager on a
regular basis in order to assist the Board in its oversight of the Funds
compliance with legal and regulatory requirements.
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6.
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Resources
. The Audit Committee
shall have sufficient funding by the Fund to pay the fees of the
independent auditors, independent counsel, consultants, experts and other
advisers as well as funding to pay for ordinary administrative expenses of
the Audit Committee.
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7.
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Annual
Charter Review
. The Audit Committee
shall review and assess the adequacy of this Charter at least annually and
recommend any changes to the Board of
Directors.
|
Last revised
: August 16, 2007
- 24 -
EXHIBIT D
Nominating and Corporate Governance
Committee Charter
DELAWARE INVESTMENTS FAMILY OF
FUNDS
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
Nominating and Corporate Governance
Committee Membership
The Nominating and Corporate Governance
Committee (the "Committee") shall be composed of not less than three members,
each of whom shall be independent as defined in Rule 10A-3(b) under the
Securities Exchange Act of 1934 and the listing standards of any national
securities exchange on which any fund of the Delaware Investments Family of
Funds (each a Fund) is listed, and the Coordinating Trustee, as an ex officio
member. One member of the Committee shall be designated by the Board as
Chairperson. The Chairperson and members of the Committee shall have two year
terms, renewable for a maximum of three (3) terms. The Chairperson and members
of the Committee shall receive such compensation for their service on the
Committee as the Board may determine from time to time.
Board Nominations
1.
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Independent
Directors/Trustees
. Independent
Directors/Trustees for the open and closed-end Funds are to be selected
and nominated solely by incumbent independent Directors/Trustees. The
Committee shall make recommendations for nominations for independent
director/trustee membership on the Board of Directors/Trustees to the
incumbent independent Directors/Trustees. The Committee shall also be
responsible for nominating qualified candidates for independent
Director/Trustee membership in connection with filling vacancies that
arise in between meetings of shareholders. The Committee shall evaluate
candidates' qualifications for Board membership and their independence
from the Funds' manager and other affiliates and principal service
providers. Persons selected must be independent in terms of both the
letter and spirit of the governing rules, regulations and listing
standards. The Committee shall also consider the effect of any
relationships beyond those delineated in the governing rules, regulations
and listing standards that might impair independence, e.g., business,
financial or family relationships with managers or service
providers.
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2.
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Chair of the
Board
. The Committee shall nominate the
Chair of the Board.
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3.
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Committees
. The Committee shall annually review the membership of
and annually recommend persons to serve as members of each committee of
the Board. The Committee shall also review the continued appropriateness
of existing committees and consider the addition of new committees. The
Committee shall also make recommendations for members of any new committee
established by the Board.
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4.
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Affiliated
Directors/Trustees
. The Committee shall
evaluate candidates' qualifications and make recommendations for
affiliated director/trustee membership on the Board of Directors/Trustees
to the full Board.
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5.
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Shareholder
Recommendations
. The Committee shall
respond to shareholders who communicate with the Board.
|
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6.
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Board
Composition
. The Committee shall
periodically review the composition of the Board of Directors/Trustees,
including the number of Directors/Trustees, to determine whether it may be
appropriate to add individuals with different backgrounds or skill sets
from those already on the Board.
|
Corporate Governance
1.
|
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The Committee shall evaluate
annually the ability of each Director/Trustee to function effectively in
the discharge of his/her oversight and fiduciary responsibilities as a
Director/Trustee. The Chairman of the Committee shall undertake
appropriate action as required based on the Committee's
evaluation.
|
- 25 -
2.
|
|
The Committee shall at
least annually conduct a review of Director/Trustee education on current
industry issues.
|
|
3.
|
|
At least annually, the
Committee shall review the amount of compensation payable to the
independent Directors/Trustees and report its findings and recommendations
to the Board. Compensation shall be based on the responsibilities and
duties of the independent Directors/Trustees and the time required to
perform these duties. Every year, the Committee shall invite an
independent consultant to review the Boards compensation
structure.
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4.
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The Committee shall
monitor the performance of counsel for the independent
Directors/Trustees.
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5.
|
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The Committee shall
establish procedures to facilitate shareholder communications to the
Funds' Board of Directors/Trustees.
|
Other Powers and Responsibilities
1.
|
|
The Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including authority to retain special counsel and other
experts or consultants at the expense of the appropriate
Fund(s).
|
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2.
|
|
The Committee shall
review this Charter at least annually and recommend any changes to the
full Board of Directors/Trustees.
|
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3.
|
|
The Committee shall
review annually the Board of Directors/Trustees Policies and
Practices.
|
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4.
|
|
The Committee shall
review annually a summary and report of Director/Trustee expenses
reimbursed in accordance with the Travel and Entertainment
Policy.
|
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5.
|
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The Committee shall
perform such other functions that shall be delegated to it from time to
time by the Board.
|
As Amended 5/16/07
As Further
Amended 11/15/07
As Further Amended 5/22/08
- 26 -
EXHIBIT E
EXECUTIVE OFFICERS OF THE FUNDS
Richard Salus, CPA
(44)
Senior Vice President, Controller
and Treasurer
Richard Salus is responsible
for accounting and reporting, treasury, compensation and benefits, general
ledger, financial operations, Sarbanes-Oxley compliance, and leadership and
participation in many special projects for Delaware Investments. He is chief
financial officer of the Delaware Funds board and Optimum Funds board. Prior to
joining the firm in 1996 as vice president, assistant controller, he worked for
10 years with Ernst & Young as a senior manager with a primary focus on the
banking and investment company sector. He earned his bachelors degree in
accounting from Franklin & Marshall College, and he is a member of the
American Institute of Certified Public Accountants and the Pennsylvania
Institute of Certified Public Accountants.
Daniel V. Geatens
(35)
Vice President, Treasurer
Delaware Investments® Family of Funds
Daniel V. Geatens is responsible for the financial administration of the
Delaware Investments Family of Funds and the Optimum Fund Trust. He joined
Delaware Investments in February 1997 as an investment accountant and has held
various management positions within the investment accounting group, including
vice president of investment accounting from February
2001 to November 2004. He also served for
two years in the institutional client services group as a performance analyst.
In November 2006, Geatens joined the fund accounting and fund administration
oversight team as director of financial administration for the Delaware
Investments Family of Funds and the Optimum Fund Trust. Geatens graduated from
Rutgers University-Camden with a bachelors degree in finance and received an
MBA with a concentration in finance from La Salle University.
- 27 -
D
ELAWARE
I
NVESTMENTS
D
IVIDEND
|
AND
I
NCOME
F
UND,
I
NC.
|
D
ELAWARE
I
NVESTMENTS
G
LOBAL
|
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
A
RIZONA
|
M
UNICIPAL
I
NCOME
F
UND,
I
NC.
|
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
20, 2008
|
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|
- 28 -
DELAWARE INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 20,
2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES
The undersigned hereby appoints Michael E.
Dresnin, Deidre A. Downes, and Kathryn R. Williams, or any of them, with
the right of substitution, proxies of the undersigned at the 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 Stevenson &
Young, LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 20, 2008 at 4:00 p.m., or at any
postponement or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote upon
any matters which may properly be acted upon at this Meeting and specifically as
indicated on the reverse side of this proxy card.
Please refer to the proxy statement for a discussion of each 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 MEETING. 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 appropiate boxes on the proxy card below.
3) Sign and date the
proxy card.
4) Return the proxy card in the envelope
provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK
INK AS FOLLOWS:
|
DLWRI1
|
KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
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Vote on
Directors
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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.
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To elect the following nominees as
Directors of the Fund
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Nominees:
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o
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o
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o
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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) THOMAS F. MADISON*
08) JANET L.
YEOMANS*
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 ONLY VALID
WHEN SIGNED AND DATED.
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS
PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD
SIGN. 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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Signature
(Joint Owners)
|
Date
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DELAWARE INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 20,
2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Michael E.
Dresnin, Deidre A. Downes, and Kathryn R. Williams, or any of them, with
the right of substitution, proxies of the undersigned at the 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 Stevenson &
Young, LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 20, 2008 at 4:00 p.m., or at any
postponement or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote upon
any matters which may properly be acted upon at this Meeting and specifically as
indicated on the reverse side of this proxy card.
Please refer to the proxy statement for a discussion of each 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 MEETING. 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 appropiate 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:
|
DLWRI3
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
|
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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.
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To elect the following nominees as
Trustees of the Fund
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Nominees:
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o
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o
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o
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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) THOMAS F. MADISON*
08) JANET L.
YEOMANS*
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 ONLY VALID
WHEN SIGNED AND DATED.
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS
PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD
SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
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Signature
[PLEASE SIGN WITHIN BOX]
|
Date
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Signature
(Joint Owners)
|
Date
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DELAWARE INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 20,
2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES
The undersigned hereby appoints Michael E.
Dresnin, Deidre A. Downes, and Kathryn R. Williams, or any of them, with
the right of substitution, proxies of the undersigned at the 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 Stevenson &
Young, LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 20, 2008 at 4:00 p.m., or at any
postponement or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote upon
any matters which may properly be acted upon at this Meeting and specifically as
indicated on the reverse side of this proxy card.
Please refer to the proxy statement for a discussion of each 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 MEETING. 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 appropiate 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:
|
DLWRI5
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
|
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Vote on
Directors
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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.
|
|
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|
1.
|
To elect the following nominees as
Directors of the Fund
|
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|
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|
Nominees:
|
|
o
|
o
|
o
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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) THOMAS F. MADISON
08) JANET L.
YEOMANS
09) J. RICHARD ZECHER
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THIS PROXY CARD IS ONLY VALID
WHEN SIGNED AND DATED.
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS
PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD
SIGN. 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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Signature
(Joint Owners)
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Date
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DELAWARE INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 20,
2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Michael E.
Dresnin, Deidre A. Downes, and Kathryn R. Williams, or any of them, with
the right of substitution, proxies of the undersigned at the 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 Stevenson &
Young, LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia,
Pennsylvania 19103, on Wednesday, August 20, 2008 at 4:00 p.m., or at any
postponement or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote upon
any matters which may properly be acted upon at this Meeting and specifically as
indicated on the reverse side of this proxy card.
Please refer to the proxy statement for a discussion of each 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 MEETING. 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 appropiate boxes on the proxy card below.
3) Sign and date the
proxy card.
4) Return the proxy card in the envelope
provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS:
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DLWRI7
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
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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.
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To elect the following nominees as
Trustees of the Fund
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Nominees:
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o
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o
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o
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01) THOMAS
L. BENNETT
02) PATRICK P. COYNE
03) JOHN A. FRY
04) ANTHONY D.
KNERR
05) LUCINDA S. LANDRETH
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06) ANN R. LEVEN
07) THOMAS F. MADISON
08) JANET L.
YEOMANS
09) J. RICHARD ZECHER
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THIS PROXY CARD IS ONLY VALID
WHEN SIGNED AND DATED.
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS
PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD
SIGN. 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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Signature
(Joint Owners)
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Date
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