delclosedendfund_def14a.htm
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
[x]
Filed by a Party other
than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy
Statement
[_] Soliciting Material Under
Rule
[_] Confidential,
For Use of
the
14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive
Additional Materials
Delaware Investments Dividend and Income Fund,
Inc.
Delaware Investments
Global Dividend and Income Fund,
Inc.
Delaware Enhanced Global
Dividend and Income Fund
Delaware Investments
Arizona Municipal Income Fund,
Inc.
Delaware Investments
Colorado Municipal Income Fund,
Inc.
Delaware Investments
National Municipal Income Fund
Delaware Investments
Minnesota Municipal Income Fund II,
Inc.
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Registrant as
Specified In Its Charter)
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Person(s)
Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of
each class of securities to which transaction applies:
____________________________________________________________________________________
2) Aggregate number of securities to
which transaction applies:
3) Per unit price or
other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the
amount on
which the filing fee is
calculated and state how it was
determined):
4) Proposed maximum aggregate value of
transaction:
____________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary
materials:
[_] Check box if any part of the fee is offset
as provided by Exchange Act Rule
0-11(a)(2) and identify the
filing for which
the offsetting fee was paid
previously. Identify the previous
filing by registration statement number,
or the form
or
schedule and the date of its
filing.
____________________________________________________________________________________
1) Amount
previously paid:
____________________________________________________________________________________
2) Form,
Schedule or Registration Statement No.:
____________________________________________________________________________________
3) Filing
Party:
____________________________________________________________________________________
4) Date
Filed:
COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 18, 2010
Important notice regarding the availability of proxy materials for the
shareholder
meeting to be held on August 18, 2010: this proxy statement is available
at
www.delawareinvestments.com/proxy.
To the Shareholders
of:
Delaware Investments
Dividend and Income Fund, Inc.
Delaware Investments
Global Dividend and Income Fund, Inc.
Delaware Enhanced
Global Dividend and Income Fund
Delaware Investments
Arizona Municipal Income Fund, Inc.
Delaware Investments
Colorado Municipal Income Fund, Inc.
Delaware Investments
National Municipal Income Fund
Delaware Investments
Minnesota Municipal Income Fund II, Inc.
This is your official
notice that the Joint Annual Meeting of Shareholders (“Meeting”) of each
Delaware Investments closed-end registered investment company listed above (each
individually, a “Fund” and, collectively, the “Funds”) will be held at the
offices of Stradley Ronon Stevens & Young, LLP, located at One Commerce
Square, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103 on
Wednesday, August 18, 2010 at 4:00 p.m., Eastern time. The purpose of the
Meeting is:
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1. |
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To
elect a Board of Directors (or Trustees) for each Fund; and |
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2. |
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To
transact any other business that properly comes before the Meeting and any
adjournments of the Meeting. |
Please vote and send
in your proxy card(s) promptly to avoid the need for further mailings. Your vote
is important.
Patrick P. Coyne
Chairman
July 1,
2010
|
2005 Market Street Philadelphia, PA
19103 1-800-523-1918 |
COMBINED PROXY STATEMENT
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 18, 2010
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 18, 2010, 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”).
Only Fund shareholders will be admitted to the Meeting.
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” the proposal (the “Proposal”) 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 21, 2010 (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 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 9,
2010.
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.
Required
Votes. All
shareholders of a Fund vote together to elect Directors. The affirmative vote of
a plurality of the shareholders of a Fund present at the Meeting in person or by
proxy is required to elect each nominee for Director of such Fund.
The presence in
person or by proxy of holders of a majority of a Fund’s outstanding shares shall
constitute a quorum for such Fund. In the event that a quorum is not present or
if sufficient votes are not received consistent with the Board’s 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 is for the election of Directors, the Funds do not
expect to receive any abstentions or broker non-votes. In the unlikely event
that they do, however, abstentions and broker non-votes will be included for
purposes of determining whether a quorum is present for each Fund at the
Meeting. They will be treated as votes present at the Meeting, but will not be
treated as votes cast. They therefore would have no effect on a proposal which
requires a plurality or majority of votes cast for approval, but would have the
same effect as a vote “AGAINST” a proposal requiring a majority of votes
present. Broker non-votes arise when shares are held in street name and the
broker does not receive voting instructions from the beneficial owner. Broker
non-votes can occur when a meeting has (1) a “routine” proposal, such as the
election of directors, where the applicable stock exchange permits brokers to
vote their clients’ shares in their discretion, and (2) a “non-routine”
proposal, such as a change to a fundamental investment policy, where the
applicable 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 Fund’s
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 the Combined Proxy Statement or by
calling 1-800-523-1918.
2
THE PROPOSAL: TO ELECT A BOARD OF DIRECTORS
FOR EACH FUND
You are being asked
to reelect each of the current members of the Board of your Fund. The nominees
are: Thomas L. Bennett, Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda
S. Landreth, Ann R. Leven, Thomas F. Madison, 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.
INFORMATION ON THE NOMINEES
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Principal |
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in Fund |
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Other |
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Position(s) |
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Occupation(s) |
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Directorships |
Name, Address |
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Held with |
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Length of |
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During Past |
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Overseen |
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Held by |
and Date of Birth |
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Funds |
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Time Served |
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5 Years |
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by Director |
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Director |
Interested
Director |
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Patrick P. Coyne(1) |
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Chairman, |
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Chairman and |
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Patrick P. Coyne |
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79 |
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Director – Kaydon |
2005 Market Street |
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President, |
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Director since |
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has served in |
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Corporation |
Philadelphia, |
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Chief |
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August 16, |
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various executive |
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PA 19103 |
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Executive |
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2006 |
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capacities at |
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Board of Governors |
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Officer, and |
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different times |
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Member – |
April 1963 |
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Director |
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President |
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at Delaware |
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Investment |
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and Chief |
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Investments.(2) |
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Company Institute |
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Executive |
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(ICI) |
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Officer since |
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August 1, |
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Finance Committee |
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2006 |
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Member-St. John |
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Vianney Roman |
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Catholic Church |
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Board of Trustees- |
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Agnes Irwin School |
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Member of |
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Investment |
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Committee – |
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Cradle of Liberty |
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Council, BSA |
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(2007 –
2010) |
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Number of |
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Principal |
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in Fund |
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Other |
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Position(s) |
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Occupation(s) |
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Complex |
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Directorships |
Name, Address |
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Held with |
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Length of |
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During Past |
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Overseen |
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Held by |
and Date of Birth |
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Funds |
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Time Served |
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5 Years |
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by Director |
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Director |
Independent
Director |
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Thomas L. Bennett |
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Director |
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Since March |
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Private Investor – |
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79 |
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Director Bryn |
2005 Market Street |
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2005 |
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(March 2004 - |
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Mawr Bank Corp. |
Philadelphia, |
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Present) |
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(BMTC) |
PA 19103 |
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Investment |
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Chairman of |
October 1947 |
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Manager - |
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Investment |
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Morgan Stanley |
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Committee – |
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& Co. |
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Pennsylvania |
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(January 1984 - |
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Academy of Fine |
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March 2004) |
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Arts |
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Investment |
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Committee and |
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Governance |
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Committee |
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Member- |
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Pennsylvania |
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Horticultural |
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Society |
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John A. Fry |
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Director |
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Since January |
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President – |
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Director - |
2005 Market Street |
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2001 |
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Franklin & |
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Community |
Philadelphia, |
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Marshall College |
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Health Systems |
PA 19103 |
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(July 2002 - |
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Present) |
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Director – |
May 1960 |
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Ecore International |
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President-Elect – |
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(2009-2010) |
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Drexel |
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University |
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Director – Allied |
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(August 2010) |
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Barton Securities |
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Holdings |
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Executive Vice |
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(2005-2008) |
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President- |
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University of |
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Pennsylvania |
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(April 1995 - |
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June 2002) |
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4
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Number of |
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Portfolios |
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Principal |
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in Fund |
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Other |
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Position(s) |
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Occupation(s) |
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Complex |
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Directorships |
Name, Address |
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Held with |
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Length of |
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During Past |
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Overseen |
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Held by |
and Date of Birth |
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Funds |
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Time Served |
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5 Years |
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by Director |
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Director |
Independent
Directors (continued) |
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Anthony D. Knerr |
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Director |
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Since April |
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Founder and |
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79 |
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None |
2005 Market Street |
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1990 |
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Managing |
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Philadelphia, |
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Director - |
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PA 19103 |
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Anthony Knerr |
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& Associates |
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December 1938 |
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(Strategic |
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Consulting) |
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(1990 - Present) |
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Lucinda S. Landreth |
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Director |
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Since March |
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Chief
Investment |
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79 |
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None |
2005 Market Street |
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2005 |
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Officer - |
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Philadelphia, |
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Assurant. Inc. |
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PA 19103 |
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(Insurance) |
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(2002 - 2004) |
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June 1947 |
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Ann R. Leven |
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Director |
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Since October |
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Consultant – |
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79 |
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Director and Audit |
2005 Market Street |
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1989 |
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ARL Associates |
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Committee Chair- |
Philadelphia, |
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(Financial |
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Systemax Inc. |
PA 19103 |
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Planning) |
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(2001-2009) |
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(1983-Present) |
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November 1940 |
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Director and |
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Audit Committee |
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Chairperson-Andy |
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Warhol Foundation |
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(1999-2007) |
5
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Number of |
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Portfolios |
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Principal |
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in Fund |
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Other |
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Position(s) |
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Occupation(s) |
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Complex |
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Directorships |
Name, Address |
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Held with |
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Length of |
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During Past |
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Overseen |
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Held by |
and Date of Birth |
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Funds |
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Time Served |
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5 Years |
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by Director |
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Director |
Independent
Directors (continued) |
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Thomas F. Madison |
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Director |
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Since |
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President and |
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79 |
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Director and Chair |
2005 Market Street |
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May 1997(3) |
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Chief Executive |
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of Compensation |
Philadelphia, |
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Officer - MLM |
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Committee, |
PA 19103 |
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Partners, Inc. |
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Governance |
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(Small Business |
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Committee |
February 1936 |
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Investing and |
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Member - |
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Consulting) |
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CenterPoint Energy |
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(January 1993 - |
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Present) |
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Lead Director and |
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Chair of Audit |
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and Governance |
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Committees, |
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Member of |
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Compensation |
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Committee - Digital |
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River Inc. |
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Director and Chair |
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of Governance |
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Committee, |
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Audit Committee |
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Member - Rimage |
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Corporation |
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Director and Chair |
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of Compensation |
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Committee – |
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Spanlink |
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Communications |
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Lead Director |
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and Member of |
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Compensation |
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and Governance |
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Committees - |
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Valmont Industries, |
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Inc. |
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(1987-2010) |
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Director-Banner |
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Health
(1996-2007) |
6
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Number of |
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Portfolios |
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Principal |
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in Fund |
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Complex |
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Name, Address |
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Held with |
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Length of |
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During Past |
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Overseen |
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Held by |
and Date of Birth |
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Funds |
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Time Served |
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by Director |
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Director |
Independent
Directors (continued) |
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Janet L. Yeomans |
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Director |
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Since April |
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Vice President |
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79 |
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Director – Okabena |
2005 Market Street |
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1999 |
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and Treasurer |
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Company |
Philadelphia, |
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(January 2006 – |
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(investment |
PA 19103 |
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Present), Vice |
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management firm) |
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President - |
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2006), and Vice |
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President |
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3M Corporation |
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Investor |
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Audit Committee |
Philadelphia, |
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Analytics |
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(September 1996 |
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to Present) |
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____________________
(1) |
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Patrick P. Coyne is considered to be an
“Interested Director” because he is an executive officer of the Funds’
Manager. |
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(2) |
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Delaware Investments is the marketing
name for Delaware Management Holdings, Inc. and its subsidiaries,
including the Funds’ Manager and transfer agent. |
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(3) |
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In 1997, several funds managed by
Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into
the Delaware Investments®
Family of Funds. Mr. Madison severed as
director of the Voyageur Funds from 1993 until
1997. |
7
The following table
shows each Director’s ownership of shares of each Fund and of all other Funds in
the Delaware Investments® Family of Funds (the “Fund Complex”) as of
April 30, 2010.
|
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Aggregate Dollar Range
of |
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Common Shares of |
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Equity Securities in All
Registered |
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Funds
Beneficially
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Investment
Companies Overseen by
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Name of Director |
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Owned |
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Director in Fund
Complex |
Interested
Director |
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Patrick P. Coyne |
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none |
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over $100,000 |
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Independent
Directors |
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Thomas L. Bennett |
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none |
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$10,001 - $50,000 |
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John A. Fry |
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none |
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over $100,000 |
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Anthony D. Knerr |
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none |
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over $100,000 |
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Lucinda S. Landreth |
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none |
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over $100,000 |
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Ann R. Leven |
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none |
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over $100,000 |
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Thomas F. Madison |
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none |
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$10,001 - $50,000 |
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Janet L. Yeomans |
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none |
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over $100,000 |
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J. Richard Zecher |
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11,850 |
* |
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over $100,000 |
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____________________
* |
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As of April 30, 2010, Mr. Zecher owned
11,850 shares of common stock of Delaware Investments Arizona Municipal
Income Fund, Inc. |
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 other investment companies that comprise the
Delaware Investments Family of Funds. 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 serving on the
boards of all 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 it is beneficial to have a representative of Fund management
as its Chairman. Mr. Coyne is President of Delaware Management Company (“DMC”)
and its service provider affiliates and oversees the day-to-day investment and
business affairs affecting DMC and the Funds. Accordingly, his
8
participation in the
Board’s deliberations helps assure that the Board’s decisions are informed and
appropriate. Mr. Coyne’s presence on the Board ensures that the Board’s
decisions are accurately communicated to and implemented by Fund
management.
Coordinating Director. The Board designates one of the independent
Directors to serve as Coordinating Director. The Coordinating Director, in
consultation with Fund management, 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 between outside Directors, the Chairman, Fund officers, and counsel,
and is an ex officio member of the Nominating and Corporate
Governance and Investment Committees, discussed below.
Size and Composition of Board. The Board is comprised of nine Directors. The
Directors believe that the current size of the Board is conducive to Board
interaction, dialogue and debate, resulting in an effective decision-making
body. The Board is comprised of Directors with a variety of professional
backgrounds. The Board believes that the skill sets of its members are
complementary and add to the overall effectiveness of the Board. The Directors
regard diversity as an important consideration in the present composition of the
Board and the selection of qualified candidates to fill vacancies on the
Board.
Board Meetings. Each of Delaware Investments Arizona Municipal Income Fund, Inc.,
Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments
National Municipal Income Fund, and Delaware Investments Minnesota Municipal
Fund II, Inc., (each, a “Municipal Fund,” and collectively, the “Municipal
Funds”) held six Board meetings during their last fiscal year, ended March 31,
2010. Delaware Investments Dividend and Income Fund, Inc. (“DDF”), Delaware
Enhanced Global Dividend and Income Fund (“DEX”) and Delaware Investments Global
Dividend and Income Fund, Inc. (“DGF”) held six Board meetings during their last
fiscal year, ended November 30, 2009. Each Director attended at least 75% of the
Board meetings described above and of the meetings of committees on which the
Director serves. Directors are encouraged to attend each annual meeting of
shareholders either in person or by telephone, if possible. All Directors were
present at the Funds’ annual meeting held on August 19, 2009.
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 Board’s 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 Fund’s financial
statements and the independent audit thereof, and acts as a liaison between the
Fund’s independent registered public accounting firm and the full Board. The
Audit Committee of each Fund consists of the following independent Directors
appointed by the Board: Thomas F. Madison, Chairperson; Thomas L. Bennett; John
A. Fry; Janet L. Yeomans, and J. Richard Zecher. Each Audit Committee member is
not an “interested person” of the Funds under the Investment Company Act of
1940, as amended (the “1940 Act”), and each 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 Amex Equities (“NYSE Amex”) (formerly the
American Stock Exchange). Members of the Audit Committee serve for two year
terms or until their successors have been appointed and qualified. The Audit
Committee held five meetings for DDF, DEX and DGF for the fiscal year ended
November 30, 2009 and five meetings for the Municipal Funds for the fiscal year
ended March 31, 2010. The Board of each Fund has adopted a written charter for
the Fund’s Audit Committee, which is available on the Funds’ website at
www.delawareinvestments.com.
Each Fund has an Independent Directors
Committee that develops and recommends to the Board a set of corporate
governance principles and oversees the evaluation of the Board, its committees
and its activities. The committee is comprised of all of the Fund’s independent
Directors. The Independent Directors Committee held four meetings during the
fiscal year ended November 30, 2009 for DDF, DEX and DGF, and four meetings for
the Municipal Funds for the fiscal year ended March 31, 2010.
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 Fund’s 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 Trustees 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
five independent Directors: Thomas L. Bennett, Chairman; Anthony D. Knerr,
Lucinda S. Landreth, Janet L. Yeomans; and Ann R. Leven (ex officio). The
Investments Committee held four meetings during the fiscal year ended November
30, 2009 for DDF, DEX and DGF, and four meetings for the Municipal Funds for the
fiscal year ended March 31, 2010.
10
Each Fund’s Nominating and Corporate
Governance Committee (the “Nominating Committee”) that recommends Board members,
fills vacancies and considers the qualifications of Board members. The committee
also monitors the performance of counsel for the independent Trustees. The
Nominating Committee is comprised of the following Directors appointed by the
Board: John A. Fry, Chairperson; Anthony D. Knerr; J. Richard Zecher, and Ann R.
Leven (ex-officio), all of whom meet the independence requirements set forth in
the listing standards of the NYSE and NYSE 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 four
meetings during the fiscal year ended November 30, 2009 for DDF, DEX and DGF and
four meetings for the Municipal Funds for the fiscal year ended March 31, 2010.
Each Fund’s Board has adopted a formal charter for the Nominating Committee
setting forth its responsibilities, which is available on the Funds’ website at
www.delawareinvestments.com.
The Nominating Committee will consider
shareholder recommendations for nominations to the Board only in the event that
there is a vacancy on the Board. Shareholders who wish to submit recommendations
for nominations to fill a vacancy on the Board must submit the 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
candidate’s 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.
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. The Nominating Committee’s
process for evaluating a candidate generally includes a review of the
candidate’s background and experience, a check of the candidate’s references,
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 NYSE
Amex.
11
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.
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 Board’s having an appropriate
range of expertise, talents, experiences and viewpoints is an important
consideration in the Board’s composition. In addition to discussing diversity
considerations in connection with the evaluation of each candidate for Board
membership, the Board requests that the Nominating and Corporate Governance
Committee discuss diversity considerations on a periodic basis in connection
with the composition of the Board as a whole.
In reaching its determination that an
individual should serve or continue to serve as a Director, the committee
considers, in light of each Fund’s business and structure, the individual’s
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 Director’s 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 Director’s background and
attributes contribute to the overall mix of skills and experience on 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 Proxy Statement.
Thomas L. Bennett. Mr. Bennett has over thirty years of experience in the investment
management industry, particularly with fixed income portfolio management and
credit analysis. He has served in senior management for a number of money
management firms. Mr. Bennett has also served as a board member of another
investment company, an educational institution, non-profit organizations and
for-profit companies. He has an M.B.A. degree from the University of Cincinnati
and is a Chartered Financial Analyst. Mr. Bennett has served on the Board since
March 2005.
12
John A. Fry.
Mr. Fry has over twenty-five years of experience in higher education. He has
served in senior management for two major institutions of higher learning. Mr.
Fry has also served as a board member of many non-profit organizations and
several for-profit companies. Mr. Fry has extensive experience in overseeing
areas such as finance, investments, risk management, internal audit and
information technology. He holds a B.A. degree in American Civilization from
Lafayette College and an M.B.A degree from New York University. Mr. Fry has
served on the Board since January 2001.
Anthony D. Knerr. Dr. Knerr has over fifteen years in the financial management industry,
having had responsibility for overseeing the finances and investments of two
major universities and over twenty years of experience as a strategy consultant
to universities and other non-profit institutions. He has served as the
President and as a board member of numerous non-profit organizations and has
taught at several universities. He received his Ph.D. degree from New York
University and his M.A. and B.A. degrees from Yale University. Dr. Knerr has
served on the Board since April 1990.
Lucinda S. Landreth. Ms. Landreth has over thirty-five years of experience in the investment
management industry, particularly with equity management and analysis. She has
served as Chief Investment Officer for a variety of money management firms
including a bank, a broker, and an insurance company. Ms. Landreth has advised
mutual funds, pension funds, and family wealth managers and has served on the
board and executive committees of her college, two foundations and several
non-profit institutions. In addition to her B.A. degree, she is a Chartered
Financial Analyst. Ms. Landreth has served on the Board since March
2005.
Ann R. Leven. Ms. Leven has over thirty-five years of experience in financial
management. She has held senior positions at major arts institutions overseeing
finance and investments. She has also been a faculty member of a well-known
business school and a director of two public companies. Ms. Leven served on the
Board of Governors of the Investment Company Institute for eight years. She
holds an A.B. degree in Liberal Arts from Brown University and an M.B.A. degree
from Harvard University. Ms. Leven has served on the Board since October 1989,
serving as Coordinating Director since 2004.
Thomas F. Madison. Mr. Madison has over fifteen years of experience in the investment
management industry. He has served in senior management for a small business
investing and consulting company. Mr. Madison has also served as a board member
and a board committee member of another investment company and a number of
for-profit companies. He has served as chairman of audit, compensation and
corporate governance committees for public companies and is the Lead Director
for two public companies. He holds a degree in Aero Engineering from the
University of Minnesota. Mr. Madison has served on the Board since May
1997.
13
Janet L. Yeomans. Ms. Yeomans has over twenty-seven years of business experience with a
large global diversified manufacturing company, including service as Treasurer
for this company. As Treasurer of a large global company, she has significant
broad-based financial experience, including global financial risk management and
mergers and acquisitions. She has also served as a board member of a for-profit
company. She holds degrees in Mathematics and Physics from Connecticut College
and an M.B.A. degree from the University of Chicago. Ms. Yeomans has served on
the Board since April 1999.
J. Richard Zecher. Mr. Zecher has over thirty-five years of experience in the investment
management industry. He founded a hedge fund investment advisory firm and a risk
management consulting company. He also served as Treasurer of a money center New
York bank. Prior thereto, Mr. Zecher was the Chief Economist at the Securities
and Exchange Commission. 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 24 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 firm’s 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. degree from The Wharton School
of the University of Pennsylvania. Mr. Coyne has served on the Board since
August 2006.
Board Role in Risk Oversight. The Board performs a risk oversight function
for the Funds consisting, among other things, of the following activities: (1)
receiving and reviewing reports related to the performance and operations of the
Funds; (2) reviewing, approving, or modifying, as applicable, the compliance
policies and procedures of the Funds; (3) meeting with portfolio management
teams to review investment strategies, techniques and the processes used to
manage related risks; (4) addressing security valuation risk in connection with
its review of fair valuation decisions made by Fund management pursuant to
Board-approved procedures; (5) meeting with representatives of key service
providers, including the Funds’ investment adviser, transfer agent, custodian
and independent public accounting firm, to review and discuss the activities of
the Funds and to provide direction
14
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
management’s 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 Fund
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
Fund.
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 adviser’s internal audit and risk management
personnel on a quarterly basis to review the reports on their examinations of
functions and processes affecting the Fund.
The Board’s other committees also play a role
in assessing and managing risk. The Nominating and Corporate Governance
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 overseeing risk through its review 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 Board’s approach to
risk oversight will be able to minimize or even mitigate any particular risk.
Each Fund is designed for investors that are prepared to accept investment risk,
including the possibility that as yet unforeseen risks may emerge in the
future.
Board Compensation. Each independent Director receives compensation from each Fund of which
he/she is a member of the Board. The interested Director is compensated by the
investment adviser and does not receive compensation from the Funds. Each
independent Director currently receives a total annual retainer fee of $125,000
for serving as a Director of all 30 investment companies within the Fund
Complex, plus $10,000 per meeting. Ann R. Leven is the current Lead/Coordinating
15
Director for the
Funds and receives an additional annual retainer totaling $40,000 with respect
to all 30 investment companies within the Fund Complex. The incoming annual 2011
Lead/Coordinating Director receives an additional retainer of $20,000. 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.
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, 2010.
|
|
|
|
Total Compensation |
|
|
Aggregate |
|
from the Investment |
|
|
Compensation from the |
|
Companies in the
Fund |
Director |
|
Funds |
|
Complex |
Thomas L. Bennett |
|
$4,498 |
|
$198,333 |
John A. Fry |
|
$4,386 |
|
$193,333 |
Anthony D. Knerr |
|
$4,062 |
|
$180,000 |
Lucinda S. Landreth |
|
$3,875 |
|
$170,833 |
Ann R. Leven |
|
$5,102 |
|
$225,000 |
Thomas F. Madison |
|
$4,375 |
|
$193,333 |
Janet L. Yeomans |
|
$3,795 |
|
$168,333 |
J. Richard Zecher |
|
$4,049 |
|
$178,333 |
Officers.
The Board and the senior management of each Fund 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 C includes biographical information and the past business
experience of these officers, except for Mr. Coyne, whose information is set
forth with that of the other Directors. The Exhibit also identifies which of
these executive officers are also officers of DMC, the investment adviser of
each Fund. These officers are considered to be “interested persons” of the Funds
under the 1940 Act. The shares of each Fund that are owned by the executive
officers as a group is less than one percent.
Section 16(a) Beneficial Ownership Reporting
Compliance. Section
16 of the Securities Exchange Act of 1934, as amended, (the “1934 Act”) requires
that Forms 3, 4, and 5 be filed with the U.S. Securities and Exchange
Commission, the relevant securities exchange and the relevant Fund, by or on
behalf of certain persons,
16
including directors,
certain officers, and certain affiliated persons of the investment adviser. The
Funds believe that these requirements were met for each Fund’s last fiscal year.
Required Vote. All shareholders of a Fund vote together to elect Directors. Provided
that a quorum is present at the Meeting, either in person or by proxy, a
plurality of votes cast is required to elect each Director nominee.
THE BOARD UNANIMOUSLY
RECOMMENDS THAT
YOU VOTE “FOR”
EACH OF THE NOMINEES
INDEPENDENT ACCOUNTANTS AND AUDIT
COMMITTEE REPORT
Prior to May 27, 2010 (May 20, 2010 in the
case of DDF, DGF and DEX), the firm of Ernst & Young LLP (“E&Y”) served
as the independent registered public accounting firm for the Funds. In
accordance with Rule 3526 of the Public Company Accounting Oversight Board,
E&Y prior to such date confirmed to each Fund’s Audit Committee the
independence of E&Y.
Due to independence requirements under the
Securities and Exchange Commission’s auditor independence rules, as applied to
the January 4, 2010 acquisition of Delaware Investments (including DMC) by
Macquarie Group, E&Y resigned as the auditors for the Funds on May 27, 2010
(May 20, 2010 in the case of DDF, DGF and DEX). At a meeting held on February
18, 2010, the Board, upon recommendation of the Audit Committee, selected
PricewaterhouseCoopers LLC (“PwC”) to serve as the auditors for the Municipal
Funds for the fiscal year ending March 31, 2011, and at a meeting held on May
20, 2010, the Board, upon recommendation of the Audit Committee, selected PwC to
serve as the auditors for DDF, DGF and DEX for the fiscal year ending November
30, 2010. During the fiscal years ended March 31, 2010 and March 31, 2009 in the
case of the Municipal Funds, and during the fiscal years ended November 30, 2009
and November 30, 2008 in the case of DDF, DGF and DEX, E&Y’s audit reports
on the financial statements of the Funds did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. In addition, there were no disagreements
between the Funds and E&Y on accounting principles, financial statements
disclosures or audit scope, which, if not resolved to the satisfaction of
E&Y, would have caused them to make reference to the disagreement in their
reports. Neither the Funds nor anyone on their behalf had consulted with PwC at
any time prior to their selection with respect to the application of accounting
principles to any transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Funds’ financial
statements.
17
The Funds have requested that E&Y furnish
them with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such letter is
attached as Exhibit D and will be filed as Exhibit 77 to each Fund’s next Form
N-SAR.
The Audit Committee must approve all audit and
non-audit services provided by the Funds’ 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 Fund’s Audit Committee has adopted
policies and procedures to provide a framework for the Audit Committee’s
consideration of non-audit services by the auditors. These policies and
procedures require that any non-audit service to be provided by the 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 Fund’s Audit
Committee has reviewed and discussed with Fund management and representatives
from E&Y the audited financial statements for each Fund’s last fiscal year.
The Audit Committee has discussed with E&Y 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. 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 E&Y required by Rule 3526 of the
Public Company Accounting Oversight Board, and discussed with a representative
of E&Y the firm’s independence. Each Fund’s Board considered fees received
by E&Y from DMC and its affiliates during the last fiscal year in connection
with its consideration of the E&Y’s independence. Based on the foregoing
discussions with management and the independent auditors, each Fund’s Audit
Committee unanimously recommended to the Fund’s Board 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, John A. Fry, 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
NYSE Amex, as applicable, and are not considered to be “interested persons”
under the Investment Company Act
18
of 1940. Each Fund’s
Board has adopted a formal charter for the Audit Committee setting forth its
responsibilities. A copy of the Audit Committee’s charter is attached to this
proxy statement.
Audit fees.
The aggregate fees paid to E&Y 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, 2009 for DEX, DDF and DGF and ended March 31, 2010 for the
Municipal Funds, and for the fiscal year ended November 30, 2008 for DEX, DDF
and DGF and ended March 31, 2009 for the Municipal Funds are set forth
below:
|
|
Audit Fees for FYE |
|
Audit Fees for FYE |
Fund |
|
11/30/09 or 3/31/10 |
|
11/30/08 or
3/31/09 |
Delaware Enhanced Global Dividend
and |
|
|
|
|
|
|
|
|
|
|
Income Fund |
|
|
$ |
16,938 |
|
|
|
$ |
16,300 |
|
Delaware Investments Dividend and |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
13,638 |
|
|
|
$ |
13,100 |
|
Delaware Investments Global Dividend
and |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
12,438 |
|
|
|
$ |
11,200 |
|
Delaware Investments Arizona Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
10,838 |
|
|
|
$ |
10,800 |
|
Delaware Investments Colorado
Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
11,938 |
|
|
|
$ |
11,800 |
|
Delaware Investments National Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund |
|
|
$ |
10,338 |
|
|
|
$ |
10,500 |
|
Delaware Investments Minnesota
Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund II, Inc. |
|
|
$ |
15,938 |
|
|
|
$ |
15,100 |
|
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” were $0 for the fiscal year ended November 30, 2009 for
DEX, DDF and DGF and ended March 31, 2010 for the Municipal Funds and for the
fiscal year ended November 30, 2008 for DEX, DDF and DGF and ended March 31,
2009 for the Municipal Funds.
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, 2009 for DEX, DDF and DGF and ended March 31, 2010 for the
Municipal Funds were $0, and for the fiscal year ended November 30, 2008 for
DEX, DDF and DGF and ended March 31, 2009 for the Municipal Funds were
$0.
19
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, 2009 for DEX, DDF and DGF and ended March 31, 2010 for
the Municipal Funds, and for the fiscal year ended November 30, 2008 for DEX,
DDF and DGF and ended March 31, 2009 for the Municipal 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%. 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, tax compliance services related to investments in
foreign securities.
|
|
Tax Fees for FYE |
|
Tax Fees for FYE |
Fund |
|
11/30/09 or 3/31/10 |
|
11/30/08 or
3/31/09 |
Delaware Enhanced Global Dividend
and |
|
|
|
|
|
|
|
|
|
|
Income Fund |
|
|
$ |
4,550 |
|
|
|
$ |
4,550 |
|
Delaware Investments Dividend and Income |
|
|
|
|
|
|
|
|
|
|
Fund, Inc. |
|
|
$ |
2,850 |
|
|
|
$ |
3,250 |
|
Delaware Investments Global Dividend
and |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
3,410 |
|
|
|
$ |
2,567 |
|
Delaware Investments Arizona Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
2,450 |
|
|
|
$ |
2,250 |
|
Delaware Investments Colorado
Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund, Inc. |
|
|
$ |
2,950 |
|
|
|
$ |
2,650 |
|
Delaware Investments National Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund |
|
|
$ |
2,250 |
|
|
|
$ |
2,150 |
|
Delaware Investments Minnesota
Municipal |
|
|
|
|
|
|
|
|
|
|
Income Fund II, Inc. |
|
|
$ |
4,850 |
|
|
|
$ |
4,150 |
|
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 and other service providers under common control
with the investment adviser and that relate directly to the operations or
financial reporting of the Funds were $0 for the Funds’ prior two fiscal
years.
20
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 their investment adviser and other service providers under common control
with the investment adviser were $212,214 and $263,202 for the Funds’ fiscal
years ended March 31, 2010 and March 31, 2009, 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 $204,264 and $258,552 for the Fund’s fiscal
years ended November 30, 2009 and November 30, 2008, respectively. 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 $202,564 and $257,252 for the Fund’s fiscal
years ended November 30, 2009 and November 30, 2008, 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 were $203,124 and $256,569 for the Fund’s fiscal
years ended November 30, 2009 and November 30, 2008, 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 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 Ann R. Leven, 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 a 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).
21
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. PwC’s principal address is Two Commerce Square, Suite 1700, 2001
Market Street, Philadelphia, Pennsylvania 19103-7042. A representative of PwC is
expected to be present at the Meeting. The representative of PwC 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 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, 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 (800) 523-1918. 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 (800)
523-1918.
22
Expenses of the Proposals. The costs of the Proposal will be borne
equally by the Funds. As discussed above, no proxy solicitor is expected to be
engaged with respect to the Proposal.
Shareholder Proposals. For the Funds’ annual meeting of shareholders
in 2011, shareholder proposals to be included in the Funds’ Combined Proxy
Statement for that meeting must be received no later than March 11, 2011. 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, other applicable law and each Fund’s 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 25, 2011.
Fund Reports. Each Fund’s 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.
23
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE
(JUNE 21, 2010)
Delaware Investments Dividend and Income
Fund, Inc. |
|
9,439,043.000 |
Delaware Investments Global Dividend and Income Fund,
Inc. |
|
4,931,030.910 |
Delaware Enhanced Global Dividend and
Income Fund |
|
12,983,408.600 |
Delaware Investments Arizona Municipal Income Fund, Inc. |
|
2,982,200.000 |
Delaware Investments Colorado Municipal
Income Fund, Inc. |
|
4,837,100.000 |
Delaware Investments National Municipal Income Fund |
|
2,422,200.000 |
Delaware Investments Minnesota Municipal
Income Fund II, Inc. |
|
11,504,975.086 |
A-1
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
21, 2009. Management does not have knowledge of beneficial owners.
|
|
|
|
|
|
Percent of |
|
|
|
|
Number of |
|
Outstanding |
Fund |
|
Name and Address |
|
Shares |
|
Shares |
Delaware Investments Dividend
and |
|
CEDE & CO |
|
9,239,130.7141 |
|
97.88 |
Income Fund, Inc. |
|
P.O. BOX 20 |
|
|
|
|
|
|
BOWLING
GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW YORK, |
|
|
|
|
|
|
NY 10274 |
|
|
|
|
Delaware Investments Global Dividend |
|
CEDE
& CO |
|
4,816,852 |
|
97.68 |
and
Income Fund, Inc. |
|
P.O.
BOX 20 |
|
|
|
|
|
|
BOWLING GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW
YORK, |
|
|
|
|
|
|
NY 10274 |
|
|
|
|
Delaware Enhanced Global
Dividend |
|
CEDE & CO |
|
12,977,505 |
|
99.95 |
and Income Fund |
|
P.O. BOX 20 |
|
|
|
|
|
|
BOWLING
GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW YORK, |
|
|
|
|
|
|
NY 10274 |
|
|
|
|
Delaware Investments Arizona |
|
CEDE
& CO |
|
2,937,825 |
|
98.51 |
Municipal Income Fund, Inc. |
|
P.O.
BOX 20 |
|
|
|
|
|
|
BOWLING GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW
YORK, |
|
|
|
|
|
|
NY 10274 |
|
|
|
|
Delaware Investments Colorado |
|
CEDE & CO |
|
4,681,582 |
|
96.78 |
Municipal Income Fund, Inc. |
|
P.O. BOX 20 |
|
|
|
|
|
|
BOWLING
GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW YORK, |
|
|
|
|
|
|
NY 10274 |
|
|
|
|
Delaware Investments National |
|
CEDE
& CO |
|
2,344,069 |
|
96.77 |
Municipal Income Fund |
|
P.O.
BOX 20 |
|
|
|
|
|
|
BOWLING GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW YORK, NY 10274 |
|
|
|
|
Delaware Investments Minnesota |
|
CEDE & CO |
|
10,822,074 |
|
94.06 |
Municipal Income Fund II, Inc. |
|
P.O. BOX 20 |
|
|
|
|
|
|
BOWLING
GREEN |
|
|
|
|
|
|
STATION |
|
|
|
|
|
|
NEW YORK, NY
10274 |
|
|
|
|
B-1
EXHIBIT C
EXECUTIVE OFFICERS OF THE
FUNDS
Richard Salus, CPA (46)
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 Investments® Family of Funds and Optimum Funds. 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 bachelor’s 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 (37)
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 bachelor’s degree in finance and received an
MBA degree with a concentration in finance from La Salle
University.
C-1
EXHIBIT D
PRIOR AUDITOR LETTER
June 29,
2010
Securities and
Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Gentlemen:
We have read the section titled “Independent
Accountants and Audit Committee Report” in the Combined Proxy Statement for
Delaware Investments Dividend and Income Fund, Inc., Delaware Investments Global
Dividend and Income Fund, Inc., Delaware Enhanced Global Dividend and Income
Fund, Delaware Investments Arizona Municipal Income Fund, Inc., Delaware
Investments Colorado Municipal Income Fund, Inc., Delaware Investments National
Municipal Income Fund and Delaware Investments Minnesota Municipal Income Fund
II, Inc. for the Joint Annual Meeting of Shareholders to be held on August 18,
2010, and are in agreement with the statements contained therein.
Yours
very truly, |
|
D-1
DELAWARE INVESTMENTS DIVIDEND |
AND INCOME FUND, INC. |
|
DELAWARE INVESTMENTS GLOBAL |
DIVIDEND AND INCOME FUND, INC. |
|
DELAWARE ENHANCED GLOBAL DIVIDEND |
AND INCOME FUND |
|
DELAWARE INVESTMENTS ARIZONA |
MUNICIPAL INCOME FUND, INC. |
|
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 18,
2010 |
|
|
|
|
|
|
|
|
PROXY TABULATOR P.O. BOX
9112 FARMINGDALE, NY 11735 |
To vote by Internet |
|
1) Read the Proxy Statement and have the
proxy card below at hand. |
2) Go to website
www.proxyvote.com
|
3) Follow the
instructions provided on the website.
|
|
To vote by
Telephone
|
|
1) Read the Proxy
Statement and have the proxy card below at hand.
|
2) Call
1-800-690-6903
|
3) Follow the instructions. |
|
To vote by Mail |
|
1) Read the Proxy Statement. |
2) Check the appropriate boxes on the proxy
card below. |
3) Sign and date the proxy
card. |
4) Return the
proxy card in the envelope
provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS: x |
<XXXXX>1 |
|
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 |
|
|
|
1. |
To elect the following nominees
as Directors of the Fund: |
|
|
|
|
|
|
|
|
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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|
|
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. |
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
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 |
|
|
Signature (Joint Owners) |
Date |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND,
INC.
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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 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 |
<XXXXX>3 |
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. |
|
DELAWARE INVESTMENTS GLOBAL
DIVIDEND AND INCOME FUND, INC. |
|
|
|
Vote on Directors |
|
|
|
1. |
To elect the following nominees
as Directors of the Fund: |
|
|
|
|
|
|
|
|
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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|
|
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. |
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
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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|
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|
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|
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|
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|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
Signature (Joint Owners) |
Date |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND
INCOME FUND, INC.
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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 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 |
<XXXXX>5 |
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. |
|
DELAWARE INVESTMENTS ARIZONA
MUNICIPAL INCOME FUND, INC. |
|
|
|
Vote on Directors |
|
|
|
1. |
To elect the following nominees
as Directors of the Fund: |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
Signature (Joint Owners) |
Date |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME
FUND, INC.
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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 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 |
<XXXXX>7 |
|
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 |
|
|
|
1. |
To elect the following nominees
as Directors of the Fund: |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
Signature (Joint Owners) |
Date |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME
FUND, INC.
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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 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 |
<XXXXX>9 |
|
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 |
|
|
|
1. |
To elect the following nominees
as Directors of the Fund: |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
Signature (Joint Owners) |
Date |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND II, INC.
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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 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 |
<XXXXX>11 |
|
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 |
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Vote on Trustees |
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1. |
To elect the following nominees
as Trustees of the Fund: |
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01) |
THOMAS L.
BENNETT |
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02) |
PATRICK P.
COYNE |
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03) |
JOHN A.
FRY |
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04) |
ANTHONY D.
KNERR |
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05) |
LUCINDA S.
LANDRETH |
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06) |
ANN R.
LEVEN |
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|
07) |
THOMAS F.
MADISON |
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08) |
JANET L.
YEOMANS |
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09) |
J. RICHARD
ZECHER |
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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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|
o |
o |
o |
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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 |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF TRUSTEES
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME
FUND
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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 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 |
<XXXXX>13 |
|
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 |
|
|
|
1. |
To elect the following nominees
as Trustees of the Fund: |
|
|
|
|
|
|
|
|
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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|
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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. |
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
Signature (Joint Owners) |
Date |
|
Important notice regarding the availability of
proxy materials for the shareholder meeting to be held on AUGUST 18, 2010:
the proxy statement is available at
www.delawareinvestments.com/proxy.
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT ANNUAL MEETING OF SHAREHOLDERS - AUGUST
18, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF TRUSTEES
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME
FUND
The
undersigned hereby revokes all previous proxies for his/her shares and
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 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 18,
2010 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 Meeting and specifically as indicated on the
reverse side of this proxy card. Please refer to the proxy statement for a discussion of these
matters.
RECEIPT OF THE NOTICE OF THE JOINT ANNUAL MEETING OF SHAREHOLDERS AND THE
ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND
VOTED ON, IS HEREBY ACKNOWLEDGED.
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.