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COMBINED PROXY STATEMENT
AND
NOTICE OF JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON AUGUST 22, 2012
Important notice regarding the
availability of proxy materials for the shareholder
meeting to be held on
August 22, 2012: this proxy statement is available
at
www.delawareinvestments.com/ceproxy.
To the Shareholders of:
Delaware Investments Dividend and Income Fund,
Inc.
Delaware Enhanced Global Dividend and Income
Fund
Delaware Investments Colorado Municipal Income Fund,
Inc.
Delaware Investments National Municipal Income
Fund
Delaware Investments Minnesota Municipal Income Fund II,
Inc.
This is your official notice that the Joint Annual Meeting of Shareholders (Meeting) of each Delaware Investments closed-end registered investment company listed above (each, individually, a Fund and, collectively, the Funds) will be held at the offices of Stradley Ronon Stevens & Young, LLP, located at One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103 on Wednesday, August 22, 2012 at 4:00 p.m., Eastern time. The purpose of the Meeting is:
1. | To elect a Board of Directors or Trustees for each Fund; and | ||
2. | 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 2, 2012
![]() |
2005 Market Street |
COMBINED PROXY STATEMENT
JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 22, 2012
Meeting Information. The Board of Directors or Trustees (each Board is hereinafter referred to as a Board and Board members are referred to as Directors) of each Fund listed on the accompanying Notice is soliciting your proxy to be voted at the Joint Annual Meeting of Shareholders to be held on Wednesday, August 22, 2012, at 4:00 p.m., Eastern time, at the offices of Stradley Ronon Stevens & Young, LLP located at One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103 and/or at any adjournments of the meeting (the Meeting). Participating in the Meeting are holders of common shares of beneficial interest or common stock, as applicable (the Common Shares), and the holders of preferred shares of beneficial interest or preferred stock, as applicable (the Preferred Shares), for those Funds with outstanding Preferred Shares.
General Voting Information. You may provide proxy instructions by returning the enclosed proxy card(s) (Proxy Card) by mail in the enclosed envelope. The persons designated on the Proxy Card(s) as proxies will vote your shares as you instruct on each Proxy Card. If you return a signed Proxy Card without any voting instructions, your shares will be voted FOR ALL of the Director nominees in accordance with the recommendation of the Board. The persons designated on the Proxy Card as proxies will also be authorized to vote (or to withhold their votes) in their discretion on any other matters which properly come before the Meeting. They may also vote in their discretion to adjourn the Meeting. If you sign and return a Proxy Card, you may still attend the Meeting to vote your shares in person. If your shares are held of record by a broker and you wish to vote in person at the Meeting, you should obtain a legal proxy from your broker and present it at the Meeting. You may revoke your proxy at any time before the Meeting (i) by notifying Delaware Investments in writing at 2005 Market Street, Philadelphia, PA 19103; (ii) by submitting a later signed Proxy Card; or (iii) by voting your shares in person at the Meeting. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke any previously executed proxy.
Each shareholder may cast one vote for each full share, and a partial vote for each partial share, of a Fund that they owned of record on June 22, 2012 (the Record Date). Exhibit A shows the number of shares of each Fund that were outstanding on the Record Date and Exhibit B lists the shareholders who owned 5% or more of the outstanding shares of any class of any Fund on that date. It is expected that this Combined Proxy Statement and the accompanying Proxy Card(s) will be first mailed to shareholders on or about July 5, 2012.
This proxy solicitation is being made primarily by mail, but may also be made by officers or employees of the Funds or their investment manager or affiliates, through telephone, facsimile, or other communications. The Funds may also employ a professional proxy solicitation firm. If a proxy solicitor is used, the cost will be borne by the Funds. The Funds may reimburse banks, brokers or dealers for their reasonable expenses in forwarding soliciting materials to beneficial owners of the Funds shares.
All shareholders of a Fund vote together to elect Directors, regardless of whether the Fund has both common and preferred shareholders, with one exception. For Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments National Municipal Income Fund and Delaware Investments Minnesota Municipal Income Fund II, Inc. (each, a Municipal Fund and, collectively, the Municipal Funds), each of which has outstanding Preferred Shares, the holders of Preferred Shares have the exclusive right to separately elect two Directors, in addition to the right to vote for the remaining Directors together with the holders of the Common Shares.
The presence in person or by proxy of holders of a majority of a Funds outstanding shares shall constitute a quorum for such Fund. With respect to the Municipal Funds, the presence in person or by proxy of holders of 33⅓% of the outstanding Preferred Shares entitled to vote at the Meeting shall constitute a quorum of the preferred share class of the respective Municipal Fund for purposes of electing the two Directors being elected solely by the preferred shareholders. In the event that a quorum is not present or if sufficient votes are not received consistent with the Boards recommendation regarding the Proposal, management may propose an adjournment or adjournments of the Meeting for a Fund. Any adjournment would require a vote in favor of the adjournment by the holders of a majority of the shares present at the Meeting in person or by proxy. The persons named as proxies on the Proxy Card(s) may vote (or withhold their votes) in their discretion on any proposed adjournment.
Abstentions and Broker Non-Votes. Because the only proposal scheduled to be considered at the Meeting is for the election of Directors, the Funds do not expect to receive any abstentions or broker non-votes. In the unlikely event that they do, however, abstentions and broker non-votes will be included for purposes of determining whether a quorum is present for each Fund at the Meeting. They will be treated as votes present at the Meeting, but will not be treated as votes cast. They therefore would have no effect on a proposal which requires a plurality or majority of votes cast for approval, but would have the same effect as a vote AGAINST a proposal requiring a majority of votes present. Broker non-votes arise when shares are held in street name and the broker does not receive voting instructions from the beneficial owner. Broker non-votes can occur when a meeting has (1) a routine proposal, such as the election of directors, where the applicable stock exchange permits brokers to vote their clients shares in their discretion, and (2) a non-routine proposal, such as a change to a fundamental investment policy, where the applicable
2
exchange does not permit brokers to vote their clients shares in their discretion. The shares that are considered to be present as a result of the broker discretionary vote on the routine proposal but that are not voted on the non-routine proposal are called broker non-votes. Because the Proposal presented is considered to be a routine voting item, the Funds do not expect to receive any broker non-votes.
Copies of each Funds most recent annual report and semi-annual report, including financial statements, have previously been delivered to shareholders. Copies of these reports are available upon request, at no charge, by writing the Funds at the address shown on the top of the first page of this Combined Proxy Statement or by calling toll-free (866) 437-0252.
THE PROPOSAL: TO ELECT A BOARD OF
DIRECTORS
FOR EACH FUND
You are being asked to reelect each of the current members of the Board of your Fund. The nominees are: Thomas L. Bennett, Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Frances A. Sevilla-Sacasa, Janet L. Yeomans, and J. Richard Zecher.
If elected, these persons will serve as Directors until the next annual meeting of shareholders called for the purpose of electing Directors and/or until their successors have been elected and qualify for office. It is not expected that any nominee will withdraw or become unavailable for election, but in such a case, the power given by you in the Proxy Card may be used by the persons named as proxies to vote for a substitute nominee or nominees as recommended by the Board.
Each Municipal Fund issues Common Shares and Preferred Shares. The holders of Preferred Shares of each Municipal Fund exclusively are entitled to elect two of their respective Municipal Funds Directors, and the remaining Directors are to be elected by the holders of the Preferred Shares and Common Shares voting together. The nominees for Director to be voted on separately by the preferred shareholders of the Municipal Funds are Janet L. Yeomans and J. Richard Zecher.
3
INFORMATION ON THE NOMINEES
Number of | ||||||||||
Portfolios | ||||||||||
Principal | in Fund | Other | ||||||||
Position(s) | Occupation(s) | Complex | Directorships | |||||||
Name, Address | Held with | Length of | During Past | Overseen | Held by | |||||
and Date of Birth | Funds | Time Served | 5 Years | by Director | Director | |||||
Interested Directors | ||||||||||
Patrick P. Coyne(1) | Chairman, | Chairman and | Patrick P. Coyne | 73 | Director and | |||||
2005 Market Street | President, | Director since | has served in | Audit Committee | ||||||
Philadelphia, | Chief | August 16, | various executive | Member Kaydon | ||||||
PA 19103 | Executive | 2006 | capacities at | Corporation | ||||||
Officer, and | different times | |||||||||
April 1963 | Director | President | at Delaware | Board of Governors | ||||||
and Chief | Investments.(2) | Member | ||||||||
Executive | Investment | |||||||||
Officer since | Company Institute | |||||||||
August 1, | (ICI) | |||||||||
2006 | ||||||||||
Finance Committee | ||||||||||
Member St. John | ||||||||||
Vianney Roman | ||||||||||
Catholic Church | ||||||||||
Board of Trustees | ||||||||||
Agnes Irwin School | ||||||||||
Member of | ||||||||||
Investment | ||||||||||
Committee | ||||||||||
Cradle of Liberty | ||||||||||
Council, BSA | ||||||||||
(2007 2010) |
4
Number of | ||||||||||
Portfolios | ||||||||||
Principal | in Fund | Other | ||||||||
Position(s) | Occupation(s) | Complex | Directorships | |||||||
Name, Address | Held with | Length of | During Past | Overseen | Held by | |||||
and Date of Birth | Funds | Time Served | 5 Years | by Director | Director | |||||
Independent Directors | ||||||||||
Thomas L. Bennett | Director | Since March | Private Investor | 73 | Chairman of | |||||
2005 Market Street | 2005 | (March 2004 | Investment | |||||||
Philadelphia, | Present) | Committee | ||||||||
PA 19103 | Pennsylvania | |||||||||
Investment | Academy of Fine | |||||||||
October 1947 | Manager | Arts | ||||||||
Morgan Stanley | ||||||||||
& Co. | Investment | |||||||||
(January 1984 | Committee and | |||||||||
March 2004) | Governance | |||||||||
Committee | ||||||||||
Member | ||||||||||
Pennsylvania | ||||||||||
Horticultural | ||||||||||
Society | ||||||||||
Director Bryn | ||||||||||
Mawr Bank Corp. | ||||||||||
(BMTC) | ||||||||||
(2007 2011) | ||||||||||
John A. Fry | Director | Since January | President | 73 | Board of Governors | |||||
2005 Market Street | 2001 | Drexel University | Member | |||||||
Philadelphia, | (August 2010 | NASDAQ OMX | ||||||||
PA 19103 | Present) | PHLX LLC | ||||||||
May 1960 | President | Director and | ||||||||
Franklin & | Audit Committee | |||||||||
Marshall College | Member | |||||||||
(July 2002 | Community | |||||||||
July 2010) | Health Systems | |||||||||
Director | ||||||||||
US SQUASH | ||||||||||
Director | ||||||||||
Ecore International | ||||||||||
(2009 2010) | ||||||||||
Director Allied | ||||||||||
Barton Securities | ||||||||||
Holdings | ||||||||||
(2005 2008) |
5
Number of | ||||||||||
Portfolios | ||||||||||
Principal | in Fund | Other | ||||||||
Position(s) | Occupation(s) | Complex | Directorships | |||||||
Name, Address | Held with | Length of | During Past | Overseen | Held by | |||||
and Date of Birth | Funds | Time Served | 5 Years | by Director | Director | |||||
Independent Directors (continued) | ||||||||||
Anthony D. Knerr | Director | Since April | Managing | 73 | None | |||||
2005 Market Street | 1990 | Director | ||||||||
Philadelphia, | Anthony Knerr | |||||||||
PA 19103 | & Associates | |||||||||
(Strategic | ||||||||||
December 1938 | Consulting) | |||||||||
(1990 Present) | ||||||||||
Lucinda S. Landreth | Director | Since March | Private Investor | 73 | None | |||||
2005 Market Street | 2005 | (2004 Present) | ||||||||
Philadelphia, | ||||||||||
PA 19103 | Chief Investment | |||||||||
Officer Assurant, | ||||||||||
June 1947 | Inc. (Insurance) | |||||||||
(2002 2004) | ||||||||||
Ann R. Leven | Director | Since October | Consultant | 73 | Director and Audit | |||||
2005 Market Street | 1989 | ARL Associates | Committee Chair | |||||||
Philadelphia, | (Financial | Systemax Inc. | ||||||||
PA 19103 | Planning) | (2001 2009) | ||||||||
(1983 Present) | ||||||||||
November 1940 | Director and | |||||||||
Audit Committee | ||||||||||
Chairperson | ||||||||||
Andy Warhol | ||||||||||
Foundation | ||||||||||
(1999 2007) |
6
Number of | ||||||||||
Portfolios | ||||||||||
Principal | in Fund | Other | ||||||||
Position(s) | Occupation(s) | Complex | Directorships | |||||||
Name, Address | Held with | Length of | During Past | Overseen | Held by | |||||
and Date of Birth | Funds | Time Served | 5 Years | by Director | Director | |||||
Independent Directors (continued) | ||||||||||
Frances A. Sevilla- | Director | Since | Chief Executive | 73 | Trust Manager | |||||
Sacasa | September | Officer Banco | Camden Property | |||||||
2005 Market Street | 2011 | Itaú Europa | Trust | |||||||
Philadelphia, | International | (since August | ||||||||
PA 19103 | (since April 2012) | 2011) | ||||||||
January 1956 | Executive Advisor | Board of Trustees | ||||||||
to Dean | Thunderbird | |||||||||
(August 2011 | School of Global | |||||||||
March 2012) | Management | |||||||||
and Interim Dean | (20072011) | |||||||||
(January 2011 | ||||||||||
July 2011) | Board of Trustees | |||||||||
University of | Carrollton School | |||||||||
Miami School | of the Sacred Heart | |||||||||
of Business | (since 2001) | |||||||||
Administration | ||||||||||
Board Member | ||||||||||
President U.S. | Foreign Policy | |||||||||
Trust, Bank | Association | |||||||||
of America | (since 2006) | |||||||||
Private Wealth | ||||||||||
Management | Board of Trustees | |||||||||
(Private Banking) | Georgetown | |||||||||
(July 2007 | Preparatory School | |||||||||
December 2008) | (20052011) | |||||||||
President | Board of | |||||||||
and Director | Governors | |||||||||
(November | Miami City Ballet | |||||||||
2005June | (20002011) | |||||||||
2007) and Chief | ||||||||||
Executive Officer | Board of Trustees | |||||||||
(April 2007June | St. Thomas | |||||||||
2007) U.S. | University | |||||||||
Trust Company | (20052011) | |||||||||
(Private Banking) |
7
Number of | ||||||||||
Portfolios | ||||||||||
Principal | in Fund | Other | ||||||||
Position(s) | Occupation(s) | Complex | Directorships | |||||||
Name, Address | Held with | Length of | During Past | Overseen | Held by | |||||
and Date of Birth | Funds | Time Served | 5 Years | by Director | Director | |||||
Independent Directors (continued) | ||||||||||
Janet L. Yeomans | Director | Since April | Vice President | 73 | Director, Audit | |||||
2005 Market Street | 1999 | and Treasurer | Committee | |||||||
Philadelphia, | (January 2006 | Member and | ||||||||
PA 19103 | Present), | Investment | ||||||||
Vice President | Committee | |||||||||
July 1948 | Mergers & | Member Okabena | ||||||||
Acquisitions | Company | |||||||||
(January 2003 | ||||||||||
January 2006), | Chair 3M | |||||||||
and Vice President | Investment | |||||||||
and Treasurer | Management | |||||||||
(July 1995 | Company | |||||||||
January 2003) | ||||||||||
3M Corporation | ||||||||||
J. Richard Zecher | Director | Since March | Founder | 73 | Director and | |||||
2005 Market Street | 2005 | Investor Analytics | Compensation | |||||||
Philadelphia, | (Risk | Committee | ||||||||
PA 19103 | Management) | Member Investor | ||||||||
(May 1999 | Analytics | |||||||||
July 1940 | Present) | |||||||||
Director Sutton | ||||||||||
Founder P/E | LLC | |||||||||
Investments | ||||||||||
(Hedge Fund) | Director Oxigene, | |||||||||
(September 1996 | Inc. (2003 2008) | |||||||||
to Present) |
(1) | Patrick P. Coyne is considered to be an Interested Director because he is an executive officer of the Funds manager. | |
(2) |
Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds manager and transfer agent. |
8
The following table shows each Directors ownership of shares of each Fund and of all other Funds in the Delaware Investments® Family of Funds (the Fund Complex) as of March 31, 2012.
Aggregate Dollar Range of | ||||
Dollar Range of | Equity Securities in All Registered | |||
Equity Securities in | Investment Companies Overseen by | |||
Name of Director | a Fund | Director in Fund Complex | ||
Interested Director | ||||
Patrick P. Coyne | None | Over $100,000 | ||
Independent Directors | ||||
Thomas L. Bennett | None | $50,001 $100,000 | ||
John A. Fry | None | Over $100,000 | ||
Anthony D. Knerr | None | $50,001 $100,000 | ||
Lucinda S. Landreth | None | Over $100,000 | ||
Ann R. Leven | None | Over $100,000 | ||
Frances A. Sevilla-Sacasa | None | None | ||
Janet L. Yeomans | None | Over $100,000 | ||
J. Richard Zecher | $10,001 $50,000* | Over $100,000 |
* | As of March 31, 2012, Mr. Zecher owned Common Shares of Delaware Investments National Municipal Income Fund. |
Board Leadership Structure and Functions.
Common Board of Directors. The business of each Fund is managed under the direction of its Board. The Directors also serve on the Boards of all the other investment companies that comprise the Fund Complex. The Directors believe that having a common Board for all funds in the complex is efficient and enhances the ability of the Board to address its responsibilities to each fund in the complex. The Directors believe that the common board structure allows the Directors to leverage their individual expertise and that their judgment is enhanced by being Directors of all of the funds in the complex.
Board Chairman. Mr. Coyne, who is an Interested Director, serves as the Chairman of the Board. The Board believes that having a representative of Fund management as its Chairman is beneficial to the Funds. Mr. Coyne is President of Delaware Management Company (DMC) and its service provider affiliates and oversees the day-to-day investment and business affairs affecting DMC and the Funds. Accordingly, his participation in the Boards deliberations helps assure
9
that the Boards decisions are informed and appropriate. Mr. Coynes presence on the Board ensures that the Boards decisions are accurately communicated to and implemented by Fund management.
Coordinating Director. The Directors who are not interested persons of the Funds, as that term is defined in the Investment Company Act of 1940, as amended (the 1940 Act), (collectively, the Independent Directors and each an Independent Director) designate one of their members to serve as Coordinating Director. The Coordinating Director, in consultation with Fund management, legal counsel, and the other Directors, proposes Board agenda topics, actively participates in developing Board meeting agendas, and ensures that appropriate and timely information is provided to the Board in connection with Board meetings. The Coordinating Director also conducts meetings of the Independent Directors. The Coordinating Director also generally serves as a liaison among outside Directors, the Chairman, Fund officers, and legal counsel, and is an ex officio member of the Nominating and Corporate Governance Committee, discussed below.
Size and Composition of Board. The Board is currently comprised of nine Directors. The Directors believe that the current size of the Board is conducive to Board interaction, dialogue and debate, resulting in an effective decision-making body. The Board is comprised of Directors with a variety of professional backgrounds. The Board believes that the skill sets of its members are complementary and add to the overall effectiveness of the Board. The Directors regard diversity as an important consideration in the present composition of the Board and the selection of qualified candidates to fill vacancies on the Board.
Board Meetings. Each Municipal Fund held five Board meetings during their last fiscal year, ended March 31, 2012. Delaware Investments Dividend and Income Fund, Inc. (DDF) and Delaware Enhanced Global Dividend and Income Fund (DEX) held four Board meetings during their last fiscal year, ended November 30, 2011. Each Director attended at least 75% of the Board meetings described above and of the meetings of committees on which the Director served. Directors are encouraged to attend each annual meeting of shareholders either in person or by telephone, if possible. All Directors were present at the Funds annual meeting held on August 17, 2011.
Board Committees. The Board has established several committees, each of which focuses on a particular substantive area and provides reports and recommendations to the full Board. The committee structure enables the Board to manage efficiently and effectively the large volume of information relevant to the Boards oversight of the Funds. The committees benefit from the professional expertise of their members. At the same time, membership on a committee enhances the expertise of its members and benefits the overall effectiveness of the Board.
10
Each Fund has an Audit Committee that monitors accounting and financial reporting policies, practices and internal controls for the Fund. It also oversees the quality and objectivity of the Funds financial statements and the independent audit thereof, and acts as a liaison between the Funds independent registered public accounting firm and the full Board. The Audit Committee of each Fund consists of the following four Independent Directors appointed by the Board: Janet L. Yeomans, Chairperson; Thomas L. Bennett; John A. Fry; and Frances A. Sevilla-Sacasa. Each Audit Committee member also meets the standard of independence for Audit Committee members set forth in the listing standards of the New York Stock Exchange (the NYSE) and NYSE MKT LLC (NYSE MKT) (formerly the NYSE Amex). Members of the Audit Committee serve for two-year terms or until their successors have been appointed and qualified. The Audit Committee held five meetings for DDF and DEX for the fiscal year ended November 30, 2011 and five meetings for the Municipal Funds for the fiscal year ended March 31, 2012. The Board of each Fund has adopted a written charter for the Funds Audit Committee, which is available on the Funds website at www.delawareinvestments.com.
Each Fund has an Independent Directors Committee that develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board, its committees and its activities. The committee is comprised of all of the Funds Independent Directors. The Independent Directors Committee held four meetings during the fiscal year ended November 30, 2011 for DDF and DEX, and four meetings for the Municipal Funds for the fiscal year ended March 31, 2012.
Each Fund has an Investments Committee. The primary purposes of the Investments Committee are to: (i) assist the Board at its request in its oversight of the investment advisory services provided to the Fund by the Funds investment adviser as well as any sub-advisers; (ii) review all proposed advisory and sub-advisory agreements for new funds or proposed amendments to existing agreements and to recommend what action the full Board and the Independent Directors should take regarding the approval of all such proposed agreements; and (iii) review reports supplied by the investment adviser regarding investment performance, portfolio risk and expenses and to suggest changes to such reports. The Investments Committee consists of the following four Independent Directors: J. Richard Zecher, Chairperson; John A. Fry; Ann R. Leven; and Frances Sevilla-Sacasa. The Investments Committee held four meetings during the fiscal year ended November 30, 2011 for DDF and DEX, and four meetings for the Municipal Funds for the fiscal year ended March 31, 2012.
11
Each Funds Nominating and Corporate Governance Committee (the Nominating Committee) recommends Board nominees, fills Board vacancies that arise in between meetings of shareholders, and considers the qualifications and independence of Board members. The committee also monitors the performance of counsel for the Independent Directors. The Nominating Committee is comprised of the following four Independent Directors appointed by the Board: Lucinda S. Landreth, Chairperson; Thomas L. Bennett; Anthony D. Knerr (ex officio); and Ann R. Leven, all of whom meet the independence requirements set forth in the listing standards of the NYSE and NYSE MKT. The Nominating Committee recommends nominees for Independent Directors for consideration by the incumbent Independent Directors of each Fund, and the Nominating Committee recommends nominees for Interested Directors for consideration by the full Board of each Fund. The Nominating Committee held six meetings during the fiscal year ended November 30, 2011 for DDF and DEX and six meetings for the Municipal Funds for the fiscal year ended March 31, 2012. Each Funds Board has adopted a formal charter for the Nominating Committee setting forth its responsibilities, which is available on the Funds website at www.delawareinvestments.com.
The Nominating Committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board. Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o Delaware Investments® Funds at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Shareholders should include appropriate information on the background and qualifications of any person recommended (e.g., a resume), as well as the candidates contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board.
In reaching its determination that an individual should serve or continue to serve as a Director of a Fund, the committee considers, in light of the Funds business and structure, the individuals experience, qualifications, attributes and skills (the Selection Factors). No one Selection Factor is determinative, but some of the relevant factors that have been considered include: (i) the Directors business and professional experience and accomplishments, including prior experience in the financial services industry or on other boards; (ii) the ability to work effectively and collegially with other people; and (iii) how the Directors background and attributes contribute to the overall mix of skills and experience on the Board as a whole.
12
Director Qualifications.
In evaluating and selecting candidates for the Board, the Board intends to seek individuals who will serve the best interests of the Funds shareholders and whose attributes will, among other factors, also complement the experience, skills and diversity of the other Directors and add to the overall effectiveness of the Board. In the evaluation of such candidates, the Board believes that diversity with respect to factors such as background, education, experience, skills, differences of viewpoint, race, gender, national origin, and other factors that contribute to the Boards having an appropriate range of expertise, talents, experiences and viewpoints is an important consideration in the Boards composition. In addition to discussing diversity considerations in connection with the evaluation of each candidate for Board membership, the Board requests that the Nominating Committee discuss diversity considerations on a periodic basis in connection with the composition of the Board as a whole. Below is a brief summary of the Selection Factors that relate to each Director as of the date of this Combined Proxy Statement.
Thomas L. Bennett. Mr. Bennett has over thirty years of experience in the investment management industry, particularly with fixed income portfolio management and credit analysis. He has served in senior management for a number of money management firms. Mr. Bennett has also served as a board member of another investment company, an educational institution, non-profit organizations and for-profit companies. He has an M.B.A. from the University of Cincinnati and is a Chartered Financial Analyst. Mr. Bennett has served on the Board since March 2005.
John A. Fry. Mr. Fry has over twenty-five years of experience in higher education. He has served in senior management for two major institutions of higher learning. Mr. Fry has also served as a board member of many non-profit organizations and several for-profit companies. Mr. Fry has extensive experience in overseeing areas such as finance, investments, risk management, internal audit and information technology. He holds a B.A. degree in American Civilization from Lafayette College and an M.B.A from New York University. Mr. Fry has served on the Board since January 2001.
Anthony D. Knerr. Currently the Coordinating Director, Dr. Knerr has over fifteen years of experience in the financial management industry, having had responsibility for overseeing the finances and investments of two major universities, and over twenty years of experience as a strategy consultant to universities and other non-profit institutions. He has served as the President and as a board member of numerous non-profit organizations and has taught at several universities. He received his Ph.D. from New York University and his M.A. and B.A. from Yale University. Dr. Knerr has served on the Board since April 1990.
13
Lucinda S. Landreth. Ms. Landreth has over thirty-five years of experience in the investment management industry, particularly with equity management and analysis. She has served as Chief Investment Officer for a variety of money management firms including a bank, a broker, and an insurance company. Ms. Landreth has advised mutual funds, pension funds, and family wealth managers and has served on the board and executive committees of her college, two foundations and several non-profit institutions. In addition to her B.A., she is a Chartered Financial Analyst. Ms. Landreth has served on the Board since March 2005.
Ann R. Leven. Ms. Leven has over thirty-five years of experience in financial management. She has held senior positions at major arts institutions overseeing finance and investments. She has also been a faculty member of a well-known business school and a director of two public companies. Ms. Leven served on the Board of Governors of the Investment Company Institute for eight years. She holds an A.B. degree in Liberal Arts from Brown University and an M.B.A. from Harvard University. Ms. Leven has served on the Board since October 1989, and served as Coordinating Director from 2004 through 2010.
Frances A. Sevilla-Sacasa. Ms. Sevilla-Sacasa has over thirty years of experience in banking and wealth management. In electing her in 2011, the Independent Directors of the Board found that her extensive international wealth management experience, in particular, complemented the skills of existing Board members and also reflected the increasing importance of international investment management not only for dollar-denominated investors but also for investors outside the U.S. The Independent Directors also found that Ms. Sevilla-Sacasas management responsibilities as the former President and Chief Executive Officer of a major trust and wealth management company would add a helpful oversight skill to the Boards expertise, and her extensive non-profit board experience gave them confidence that she would make a meaningful, experienced contribution to the Board. Finally, in electing Ms. Sevilla-Sacasa to the Board, the Independent Directors valued her perceived dedication to client service as a result of her overall career experience. Ms. Sevilla-Sacasa holds B.A. and M.B.A. degrees. Ms. Sevilla-Sacasa has served on the Board since September 2011.
Janet L. Yeomans. Ms. Yeomans has over twenty-eight years of business experience with a large global diversified manufacturing company, including service as Treasurer for this company. In this role, Ms. Yeomans has significant broad-based financial experience, including global financial risk management and mergers and acquisitions. She has also served as a board member of a for-profit company. She holds degrees in Mathematics and Physics from Connecticut College and an M.B.A. from the University of Chicago. Ms. Yeomans has served on the Board since April 1999.
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J. Richard Zecher. Mr. Zecher has over thirty-five years of experience in the investment management industry. He founded a hedge fund investment advisory firm and a risk management consulting company. He also served as Treasurer of a money center New York bank. Prior thereto, Mr. Zecher was the Chief Economist at the U.S. Securities and Exchange Commission (SEC). Mr. Zecher has served as a board member and board committee member of a for-profit company. He holds degrees in Economics from The Ohio State University. Mr. Zecher has served on the Board since March 2005.
Patrick P. Coyne. Mr. Coyne has over twenty-five years of experience in the investment management industry. Mr. Coyne has managed funds, investment teams and fixed income trading operations. He has held executive management positions at Delaware Investments for several years, serving as the firms Chief Investment Officer for fixed income investments, as Chief Investment Officer for equity investments and, since 2006, as President of Delaware Investments. Mr. Coyne has served as a board member of non-profit organizations and for-profit companies, and currently serves on the Board of Governors of the Investment Company Institute. He holds a B.A. degree from Harvard University and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Coyne has served on the Board since August 2006.
Board Role in Risk Oversight. The Board performs a risk oversight function for the Funds consisting, among other things, of the following activities: (1) receiving and reviewing reports related to the performance and operations of the Funds; (2) reviewing, approving, or modifying, as applicable, the compliance policies and procedures of the Funds; (3) meeting with portfolio management teams to review investment strategies, techniques and the processes used to manage related risks; (4) addressing security valuation risk in connection with its review of fair valuation decisions made by Fund management pursuant to Board-approved procedures; (5) meeting with representatives of key service providers, including the Funds investment adviser, transfer agent, custodian and independent registered public accounting firm, to review and discuss the activities of the Funds and to provide direction with respect thereto; (6) engaging the services of the Funds Chief Compliance Officer to test the compliance procedures of the Fund and its service providers; and (7) requiring managements periodic presentations on specified risk topics.
The Directors perform this risk oversight function throughout the year in connection with each quarterly Board meeting. The Directors routinely discuss certain risk management topics with Fund management at the Board level and also through the standing committees of the Board. In addition to these recurring risk management discussions, Fund management raises other specific risk management issues relating to the Funds with the Directors at Board and committee meetings. When discussing new product initiatives with the Board, Fund management also discusses risk either
15
the risks associated with the new proposals or the risks that the proposals are designed to mitigate. Fund management also provides periodic presentations to the Board to give the Directors a general overview of how the Funds investment adviser and its affiliates identify and manage risks pertinent to the Funds.
The Audit Committee looks at specific risk management issues on an ongoing basis. The Audit Committee is responsible for certain aspects of risk oversight relating to financial statements, the valuation of Fund assets, and certain compliance matters. In addition, the Audit Committee meets with the investment advisers internal audit and risk management personnel on a quarterly basis to review the reports on their examinations of functions and processes affecting the Funds.
The Boards other committees also play a role in assessing and managing risk. The Nominating Committee and the Independent Director Committee play a role in managing governance risk by developing and recommending to the Board corporate governance principles and, in the case of the Independent Director Committee, by overseeing the evaluation of the Board, its committees and its activities. The Investments Committee plays a significant role in assessing and managing risk through its oversight of investment performance, investment process, investment risk controls and Fund expenses.
Because risk is inherent in the operation of any business endeavor, and particularly in connection with the making of financial investments, there can be no assurance that the Boards approach to risk oversight will be able to minimize or even mitigate any particular risk. Each Fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.
Board Compensation. Each Independent Director receives compensation from each Fund of which he/she is a member of the Board. The Interested Director is compensated by the investment adviser and does not receive compensation from the Funds. Each Independent Director currently receives a total annual retainer fee of $135,000 for serving as a Director of all 30 investment companies within the Fund Complex, plus $10,000 per meeting for attending each Board Meeting in person held on behalf of all investment companies in the complex. Each Director also receives a $5,000 fee for attending telephonic meetings on behalf of the investment companies in the complex. Anthony D. Knerr is the current Lead/Coordinating Director for the Funds and receives an additional annual retainer totaling $40,000 with respect to all 30 investment companies within the Fund Complex. Members of the Nominating Committee, Audit Committee, and Investments Committee receive additional compensation of $2,500 for each Committee meeting attended. In addition, the chairperson of the Audit Committee receives an annual retainer of
16
$25,000, the chairperson of the Investments Committee receives an annual retainer of $20,000, and the chairperson of the Nominating Committee receives an annual retainer of $20,000.
The following table sets forth the compensation received by each Independent Director from each Fund and the total compensation received from the Fund Complex as a whole during the twelve months ended April 30, 2012.
Total Compensation | |||||||
Aggregate | from the Investment | ||||||
Compensation from the | Companies in the Fund | ||||||
Director | Funds* | Complex | |||||
Thomas L. Bennett | $3,772 | $ | 228,333 | ||||
John A. Fry | $3,072 | $ | 186,563 | ||||
Anthony D. Knerr | $4,506 | $ | 273,000 | ||||
Lucinda S. Landreth | $3,741 | $ | 226,667 | ||||
Ann R. Leven | $3,507 | $ | 212,500 | ||||
Thomas F. Madison1 | $1,481 | $ | 86,750 | ||||
Frances A. Sevilla-Sacasa1 | $2,078 | $ | 128,750 | ||||
Janet L. Yeomans | $3,931 | $ | 238,000 | ||||
J. Richard Zecher | $3,404 | $ | 206,667 |
* | Includes compensation received from Delaware Investments Arizona Municipal Income Fund, Inc., which was reorganized into Delaware Investments National Municipal Income Fund on June 17, 2011, and compensation received from Delaware Investments Global Dividend and Income Fund, Inc., which was reorganized into Delaware Enhanced Global Dividend and Income Fund on October 21, 2011. | |
1 | Mr. Madison retired from the Board effective September 1, 2011. Ms. Sevilla-Sacasa was elected to the Board effective September 1, 2011. |
Officers. The following individuals are executive officers of one or more of the Funds: Patrick P. Coyne, David F. Connor, Daniel V. Geatens, David P. OConnor and Richard Salus. Exhibit C includes certain information concerning these officers, except for Mr. Coyne, whose information is set forth with that of the other Directors. The shares of each Fund that are owned by the executive officers as a group is less than one percent.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16 of the Securities Exchange Act of 1934, as amended (the 1934 Act), requires that Forms 3, 4, and 5 be filed with the SEC, the relevant securities exchange and the relevant Fund, by or on behalf of certain persons, including directors, certain officers, and certain affiliated persons of the investment adviser. The Funds believe that these
17
requirements were met for each Funds last fiscal year, except that a Form 3 was filed after the required timeframe for Mr. Gregory Gizzi with respect to Delaware Investments Colorado Municipal Income Fund, Inc. and Delaware Investments Minnesota Municipal Income Fund II, Inc.
Required Vote. All shareholders of a Fund vote together to elect Directors, except that the preferred shareholders of the Municipal Funds have the exclusive right to separately elect two Directors, in addition to the right to vote for the remaining Directors together with the holders of the Common Shares. The holders of the Preferred Shares of the Municipal Funds have the exclusive right to vote to elect Janet L. Yeomans and J. Richard Zecher to the Board of their respective Municipal Fund. Provided that a quorum is present at the Meeting, either in person or by proxy, the following votes are required to elect each Funds Board.
Proposal | ||
Election of Directors | ||
FUND | Coyne, Bennett, Fry, | Yeomans and Zecher |
Knerr, Landreth, Leven, | ||
and Sevilla-Sacasa | ||
DDF and DEX | Plurality of votes cast. | |
Municipal Funds | Plurality of Common and | Plurality of Preferred |
Preferred Share votes cast. | Share votes cast. |
THE BOARD UNANIMOUSLY
RECOMMENDS
THAT YOU VOTE FOR
EACH OF THE NOMINEES
INDEPENDENT ACCOUNTANTS AND AUDIT COMMITTEE REPORT
The firm of PricewaterhouseCoopers LLC (PwC) has been selected as the independent registered public accounting firm (independent auditors) for the Funds. In accordance with Public Company Accounting Oversight Board Rule 3526 (PCAOB Rule 3526), PwC has confirmed its independence to each Funds Audit Committee. Prior to May 27, 2010 (May 20, 2010 in the case of DDF and DEX), the firm of Ernst & Young LLP (E&Y) served as the independent registered public accounting firm for the Funds. In accordance with PCAOB Rule 3526, E&Y prior to such date confirmed to each Funds Audit Committee the independence of E&Y.
Due to independence requirements under the SECs auditor independence rules, as applied to the January 4, 2010 acquisition of Delaware Investments (including DMC) by Macquarie Group, E&Y resigned as the auditors for the Funds on May 27, 2010 (May 20, 2010 in the case of DDF and DEX). At a meeting held on February 18, 2010, the Board, upon recommendation of the Audit Committee, selected PwC to serve as
18
the auditors for the Municipal Funds for the fiscal year ending March 31, 2011, and at a meeting held on May 20, 2010, the Board, upon recommendation of the Audit Committee, selected PwC to serve as the auditors for DDF and DEX for the fiscal year ending November 30, 2010. During the fiscal years ended March 31, 2010 and March 31, 2009 in the case of the Municipal Funds, and during the fiscal years ended November 30, 2009 and November 30, 2008 in the case of DDF and DEX, E&Ys audit reports on the financial statements of the Funds did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. In addition, there were no disagreements between the Funds and E&Y on accounting principles, financial statements disclosures or audit scope, which, if not resolved to the satisfaction of E&Y, would have caused them to make reference to the disagreement in their reports. Neither the Funds nor anyone on their behalf had consulted with PwC at any time prior to their selection with respect to the application of accounting principles to any transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Funds financial statements.
PwC acted as independent auditors of the Funds for their most recently completed fiscal years and has been appointed as independent auditors for the Funds current fiscal years.
The Audit Committee must approve all audit and non-audit services provided by the Funds independent auditors relating to the operations or financial reporting of one or more of the Funds. The Audit Committee reviews any audit or non-audit services to determine whether they are appropriate and permissible under applicable law.
Each Funds Audit Committee has adopted policies and procedures to provide a framework for the Audit Committees consideration of non-audit services by the independent auditors. These policies and procedures require that any non-audit service to be provided by the independent auditors to a Fund, DMC or any entity controlling, controlled by or under common control with DMC that relate directly to the operations or financial reporting of a Fund are subject to pre-approval by the Audit Committee or the Chairperson of the Audit Committee before such service is provided. The Audit Committee has pre-approved certain services with respect to the Funds up to certain specified fee limits.
As required by its charter, each Funds Audit Committee has reviewed and discussed with Fund management and representatives from PwC the audited financial statements for each Funds last fiscal year. The Audit Committee has discussed with PwC its judgments as to the quality, not just the acceptability, of the Funds accounting principles and such other matters required to be discussed with the Audit Committee by Statement on Auditing Standards No. 114 (The Auditors Communication With Those Charged With Governance). The Audit Committee also received the written
19
disclosures and the letter from PwC required by PCAOB Rule 3526, and discussed with a representative of PwC the independent auditors independence. Each Funds Board considered fees received by PwC from DMC and its affiliates during the last fiscal year in connection with its consideration of the auditors independence. Based on the foregoing discussions with management and the independent auditors, each Funds Audit Committee unanimously recommended to the Funds Board that the aforementioned audited financial statements be included in each Funds annual report to shareholders for the last fiscal year.
As noted above, the members of each Funds Audit Committee are: Janet L. Yeomans, Chairperson; John A. Fry; Thomas L. Bennett; and Frances A. Sevilla-Sacasa. All members of each Funds Audit Committee meet the standard of independence set forth in the listing standards of the NYSE and NYSE MKT, as applicable, and are not considered to be interested persons under the 1940 Act. Each Funds Board has adopted a formal charter for the Audit Committee setting forth its responsibilities. A copy of the Audit Committees charter is available at www.delawareinvestments.com.
Representatives of PwC are expected to attend the Meeting. The PwC representatives will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions.
Audit and Other Fees. The Funds and Covered Entities (the Adviser, excluding sub-advisers unaffiliated with the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds) were billed the amounts listed below by PwC during each Funds last two fiscal years. None of the fees in the table below were approved by the registrants Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
20
Non-Audit Fees | ||||||||||||||||||||||
Audit | ||||||||||||||||||||||
Fiscal Year | Related | |||||||||||||||||||||
Fund | End | Audit Fees | Fees(1) | Tax Fees(2) | All Other(3) | |||||||||||||||||
Delaware Investments Dividend | 11/30/11 | $ | 11,534 | $ | 0 | $ | 2,250 | $ | 0 | |||||||||||||
and Income Fund, Inc. | 11/30/10 | $ | 12,000 | $ | 0 | $ | 2,150 | $ | 0 | |||||||||||||
Delaware Enhanced Global Dividend | 11/30/11 | $ | 25,734 | $ | 0 | $ | 2,950 | $ | 0 | |||||||||||||
and Income Fund | 11/30/10 | $ | 15,400 | $ | 0 | $ | 2,850 | $ | 0 | |||||||||||||
Delaware Investments Colorado | 3/31/12 | $ | 10,534 | $ | 0 | $ | 2,050 | $ | 0 | |||||||||||||
Municipal Income Fund, Inc. | 3/31/11 | $ | 12,100 | $ | 0 | $ | 2,150 | $ | 0 | |||||||||||||
Delaware Investments National | 3/31/12 | $ | 10,634 | $ | 0 | $ | 2,050 | $ | 0 | |||||||||||||
Municipal Income Fund | 3/31/11 | $ | 10,600 | $ | 0 | $ | 1,850 | $ | 0 | |||||||||||||
Delaware Investments Minnesota | 3/31/12 | $ | 13,434 | $ | 0 | $ | 2,650 | $ | 0 | |||||||||||||
Municipal Income Fund II, Inc. | 3/31/11 | $ | 15,900 | $ | 0 | $ | 2,950 | $ | 0 | |||||||||||||
Covered Entities | 11/30/11 | $ | 0 | $ | 593,000 | $ | 0 | $ | 25,000 | |||||||||||||
11/30/10 | $ | 0 | $ | 84,000 | $ | 10,000 | $ | 0 | ||||||||||||||
3/31/12 | $ | 0 | $ | 416,500 | $ | 0 | $ | 25,000 | ||||||||||||||
3/31/11 | $ | 0 | $ | 593,000 | $ | 10,000 | $ | 0 |
1 | Includes fees billed for year-end audit procedures, reporting up, subsidiary statutory audits and audit procedures performed for the reporting up on Delaware Investments balances for consolidation into the parent company, Macquarie. | |
2 | Includes fees billed to the Funds for the review of income tax returns and annual excise distribution calculations and fees billed to Covered Entities for state and local tax services. | |
3 | Includes fees billed for the attest examination of managements assertion to the controls in place at the transfer agent to be in compliance with Rule 17Ad-13(a)(3) of the 1934 Act. |
Aggregate non-audit fees to the Funds, the investment adviser and service provider affiliates.The aggregate non-audit fees billed by the independent auditors for services rendered to the Municipal Funds and to Covered Entities were $10,901,705 and $25,000 for the fiscal years ended March 31, 2012 and March 31, 2011, respectively. The aggregate non-audit fees billed by the independent auditors for services rendered to DDF, DEX and to Covered Entities were $5,228,766 and $0 for the fiscal years ended November 30, 2011 and November 30, 2010, respectively.
In connection with its selection of PwC, the Audit Committee has considered PwCs provision of non-audit services to the investment adviser and other service providers under common control with the investment adviser that were not required
21
to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors provision of these services is compatible with maintaining the auditors independence.
COMMUNICATIONS TO THE BOARD
Shareholders who wish to communicate to the full Board may address correspondence to Anthony D. Knerr, Coordinating Director for the Funds, c/o the Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Shareholders may also send correspondence to the Coordinating Director or any individual Director c/o the Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Fund management will promptly forward all such correspondence to the addressed recipient(s).
22
OTHER INFORMATION
Investment Adviser. DMC, a series of Delaware Management Business Trust, 2005 Market Street, Philadelphia, PA 19103, serves as investment adviser to each Fund.
Administrator. Delaware Service Company, Inc., 2005 Market St., Philadelphia, PA 19103, an affiliate of DMC, performs administrative and fund accounting oversight services for the Funds.
Independent Auditors. PwC serves as the Funds independent auditors. PwCs principal address is Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA 19103-7042.
Proxy Solicitation. This proxy solicitation is being made by the Board for use at the Meeting. The cost of this proxy solicitation will be borne equally by the Funds. No proxy solicitor is expected to be engaged with respect to the proposal. In addition to solicitation by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. The Funds may reimburse broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation. In addition to solicitations by mail, officers and employees of the Funds, Delaware Management Business Trust and their affiliates, without extra pay, may conduct additional solicitations by telephone, fax, email, and personal interviews.
Householding. Unless you have instructed the Funds not to, only one copy of this proxy solicitation will be mailed to multiple Fund shareholders of record who share a mailing address (a Household). If you need additional copies of this proxy solicitation, please contact your participating broker-dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds c/o Delaware Investments, 2005 Market Street, Philadelphia, PA 19103 or call toll-free (866) 437-0252. If you do not want the mailing of your proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for your Household, please contact your participating broker-dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds c/o Delaware Investments, 2005 Market Street, Philadelphia, PA 19103 or call toll-free (866) 437-0252.
Shareholder Proposals. For the Funds annual meeting of shareholders in 2013, shareholder proposals to be included in the Funds Combined Proxy Statement for that meeting must be received no later than March 7, 2013. Such proposals should
23
be sent to the Fund, directed to the attention of its Secretary, at the address of its principal executive office printed on the first page of this Combined Proxy Statement. The inclusion and/or presentation of any such proposal is subject to the applicable requirements of the proxy rules under the 1934 Act, other applicable law and each Funds governing instruments. The persons designated as proxies will vote in their discretion on any matter if the Funds do not receive notice of such matter prior to May 21, 2013.
Fund Reports. Each Funds most recent annual report and semi-annual report were previously mailed to shareholders. Copies of these reports are available upon request, without charge, by writing the Funds c/o Delaware Investments, 2005 Market Street, Philadelphia, PA 19103, or by calling toll-free (866) 437-0252.
24
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE (JUNE 22, 2012)
Delaware Investments Dividend and Income Fund, Inc. | |
Common Shares | 9,439,042.1587 |
Delaware Enhanced Global Dividend and Income Fund | |
Common Shares | 15,842,089.6820 |
Delaware Investments Colorado Municipal Income Fund, Inc. | |
Common Shares | 4,837,100.0000 |
Preferred Shares | 300 |
Delaware Investments National Municipal Income Fund | |
Common Shares | 4,528,443.5050 |
Preferred Shares | 300 |
Delaware Investments Minnesota Municipal Income Fund II, Inc. | |
Common Shares | 11,504,975.0862 |
Preferred Shares | 750 |
A-1
EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE OF A FUND
According to disclosure publicly filed with the SEC, as of June 22, 2012, the following accounts held of record 5% or more of the outstanding shares of the Funds listed below. Except as noted below, management does not have knowledge of beneficial owners.
Percent of | ||||||||||||
Number of | Outstanding | |||||||||||
Fund | Name and Address | Class of Shares | Shares | Shares | ||||||||
Delaware Enhanced Global | Advisors Asset | Common Shares | 722,697 | 5.537% | ||||||||
Dividend and Income Fund | Management, Inc. | |||||||||||
18925 Base Camp Road | ||||||||||||
Monument, Colorado | ||||||||||||
80132 | ||||||||||||
Delaware Enhanced Global | First Trust Portfolios L.P., | Common Shares | 1,850,406 | 14.2% | ||||||||
Dividend and Income Fund | First Trust Advisors | |||||||||||
L.P., and The Charger | ||||||||||||
Corporation | ||||||||||||
120 East Liberty Drive, | ||||||||||||
Suite 400 | ||||||||||||
Wheaton, Illinois 60187 | ||||||||||||
Delaware Investments | Wells Fargo Bank, | Variable Rate | 300 | 100% | ||||||||
Colorado Municipal | National Association | MuniFund | ||||||||||
Income Fund, Inc. | 101 N. Phillips Avenue | Term Preferred | ||||||||||
Sioux Falls, South Dakota | Shares | |||||||||||
57104 | ||||||||||||
Delaware Investments | Wells Fargo Bank, | Variable Rate | 300 | 100% | ||||||||
National Municipal | National Association | MuniFund | ||||||||||
Income Fund | 101 N. Phillips Avenue | Term Preferred | ||||||||||
Sioux Falls, South Dakota | Shares | |||||||||||
57104 | ||||||||||||
Delaware Investments | Wells Fargo Bank, | Variable Rate | 750 | 100% | ||||||||
Minnesota Municipal | National Association | MuniFund | ||||||||||
Income Fund II, Inc. | 101 N. Phillips Avenue | Term Preferred | ||||||||||
Sioux Falls, South Dakota | Shares | |||||||||||
57104 |
B-1
EXHIBIT C
EXECUTIVE OFFICERS OF THE FUNDS
The Board and the senior management of each Fund appoint officers each year, and from time to time as necessary. Listed below are the executive officers, their years of birth and addresses, positions and length of service with the Funds, and principal occupations during the past five years. Each executive officer is also an officer of DMC, the investment adviser of each Fund, and considered to be an interested person of the Funds under the 1940 Act. No officer receives compensation from the Funds.
Name, Address, | Position(s) Held | Length of | Principal Occupation(s) | |||
and Birth date | with the Funds | Time Served | During Past 5 Years | |||
David F. Connor | Vice President, | Vice President | David F. Connor has served as | |||
2005 Market Street | Deputy General | since September | Vice President and Deputy General | |||
Philadelphia, PA | Counsel, and | 2000 and Secretary | Counsel at Delaware Investments | |||
19103 | Secretary | since October 2005 | since 2000. | |||
December 1963 | ||||||
Daniel V. Geatens | Vice President | Treasurer since | Daniel V. Geatens has served in | |||
2005 Market Street | and Treasurer | October 2007 | various capacities at different times | |||
Philadelphia, PA | at Delaware Investments. | |||||
19103 | ||||||
October 1972 | ||||||
David P. OConnor | Executive Vice | Executive Vice | David P. OConnor has served | |||
2005 Market Street | President, | President since | in various executive and legal | |||
Philadelphia, PA | General Counsel, | February 2012, | capacities at different times at | |||
19103 | and Chief Legal | General Counsel, | Delaware Investments. | |||
Officer | and Chief Legal | |||||
February 1966 | Officer since | |||||
October 2005 | ||||||
Richard Salus | Senior Vice | Chief Financial | Richard Salus has served in various | |||
2005 Market Street | President and | Officer since | executive capacities at different | |||
Philadelphia, PA | Chief Financial | November 2006 | times at Delaware Investments. | |||
19103 | Officer | |||||
October 1963 |
C-1
DELAWARE INVESTMENTS DIVIDEND |
AND INCOME FUND, INC. |
DELAWARE ENHANCED GLOBAL |
DIVIDEND AND INCOME FUND |
DELAWARE INVESTMENTS COLORADO |
MUNICIPAL INCOME FUND, INC. |
DELAWARE INVESTMENTS NATIONAL |
MUNICIPAL INCOME FUND |
DELAWARE INVESTMENTS MINNESOTA |
MUNICIPAL INCOME FUND II, INC. |
COMBINED PROXY |
STATEMENT |
Notice of Joint |
Annual Meeting |
of Shareholders |
AUGUST 22,
2012 |
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Important notice regarding the availability of proxy materials for the joint annual meeting of shareholders to be held on August 22, 2012: the Proxy Statement is available at www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. | JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Go to website www.proxyvote.com. | |
3) | Follow the instructions provided on the website. |
To vote by Telephone
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Call 1-800-690-6903. | |
3) | Follow the instructions. |
To vote by Mail
1) | Read the Proxy Statement. | |
2) | Check the appropriate boxes on the proxy card below. | |
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4) | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
Vote on Directors: | FOR ALL |
WITHHOLD ALL |
FOR
ALL EXCEPT |
To withhold authority to
vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | ||||
1. To elect the following nominees as Directors of the Fund: | c | c | c | |||||
01) THOMAS L. BENNETT | ||||||||
02) PATRICK P. COYNE | ||||||||
03) JOHN A. FRY | ||||||||
04) ANTHONY D. KNERR | ||||||||
05) LUCINDA S. LANDRETH | ||||||||
06) ANN R. LEVEN | ||||||||
07) FRANCES A. SEVILLA-SACASA | ||||||||
08) JANET L. YEOMANS | ||||||||
09) J. RICHARD ZECHER | ||||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE DATE AND SIGN YOUR NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE SIGN WITHIN BOX] | Date |
Important notice regarding the availability of proxy materials for the joint annual meeting of shareholders to be held on August 22, 2012: the Proxy Statement is available at www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND | JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES |
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Go to website www.proxyvote.com. | |
3) | Follow the instructions provided on the website. |
To vote by Telephone
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Call 1-800-690-6903. | |
3) | Follow the instructions. |
To vote by Mail
1) | Read the Proxy Statement. | |
2) | Check the appropriate boxes on the proxy card below. | |
3) | Sign and date the proxy card. | |
4) | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
Vote on Trustees: | FOR ALL |
WITHHOLD ALL |
FOR
ALL EXCEPT |
To withhold authority to
vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | ||||
1. To elect the following nominees as Trustees of the Fund: | c | c | c | |||||
01) THOMAS L. BENNETT | ||||||||
02) PATRICK P. COYNE | ||||||||
03) JOHN A. FRY | ||||||||
04) ANTHONY D. KNERR | ||||||||
05) LUCINDA S. LANDRETH | ||||||||
06) ANN R. LEVEN | ||||||||
07) FRANCES A. SEVILLA-SACASA | ||||||||
08) JANET L. YEOMANS | ||||||||
09) J. RICHARD ZECHER | ||||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE DATE AND SIGN YOUR NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE SIGN WITHIN BOX] | Date |
Important notice regarding the availability of proxy materials for the joint annual meeting of shareholders to be held on August 22, 2012: the Proxy Statement is available at www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC. | JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Go to website www.proxyvote.com. | |
3) | Follow the instructions provided on the website. |
To vote by Telephone
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Call 1-800-690-6903. | |
3) | Follow the instructions. |
To vote by Mail
1) | Read the Proxy Statement. | |
2) | Check the appropriate boxes on the proxy card below. | |
3) | Sign and date the proxy card. | |
4) | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
Vote on Directors: | FOR ALL |
WITHHOLD ALL |
FOR
ALL EXCEPT |
To withhold authority to
vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | ||||
1. To elect the following nominees as Directors of the Fund: | c | c | c | |||||
01) THOMAS L. BENNETT | ||||||||
02) PATRICK P. COYNE | ||||||||
03) JOHN A. FRY | ||||||||
04) ANTHONY D. KNERR | ||||||||
05) LUCINDA S. LANDRETH | ||||||||
06) ANN R. LEVEN | ||||||||
07) FRANCES A. SEVILLA-SACASA | ||||||||
08) JANET L. YEOMANS* | ||||||||
09) J. RICHARD ZECHER* | ||||||||
* The holders of common shares may not vote for these nominees. |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE DATE AND SIGN YOUR NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE SIGN WITHIN BOX] | Date |
Important notice regarding the availability of proxy materials for the joint annual meeting of shareholders to be held on August 22, 2012: the Proxy Statement is available at www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND | JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES |
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Go to website www.proxyvote.com. | |
3) | Follow the instructions provided on the website. |
To vote by Telephone
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Call 1-800-690-6903. | |
3) | Follow the instructions. |
To vote by Mail
1) | Read the Proxy Statement. | |
2) | Check the appropriate boxes on the proxy card below. | |
3) | Sign and date the proxy card. | |
4) | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
Vote on Trustees: | FOR ALL |
WITHHOLD ALL |
FOR
ALL EXCEPT |
To withhold authority to
vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | ||||
1. To elect the following nominees as Trustees of the Fund: | c | c | c | |||||
01) THOMAS L. BENNETT | ||||||||
02) PATRICK P. COYNE | ||||||||
03) JOHN A. FRY | ||||||||
04) ANTHONY D. KNERR | ||||||||
05) LUCINDA S. LANDRETH | ||||||||
06) ANN R. LEVEN | ||||||||
07) FRANCES A. SEVILLA-SACASA | ||||||||
08) JANET L. YEOMANS* | ||||||||
09) J. RICHARD ZECHER* | ||||||||
* The holders of common shares may not vote for these nominees. |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE DATE AND SIGN YOUR NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE SIGN WITHIN BOX] | Date |
Important notice regarding the availability of proxy materials for the joint annual meeting of shareholders to be held on August 22, 2012: the Proxy Statement is available at www.delawareinvestments.com/ceproxy.
DELAWARE
INVESTMENTS
2005 MARKET
STREET
PHILADELPHIA, PA 19103
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. | JOINT ANNUAL MEETING OF SHAREHOLDERS
AUGUST 22, 2012 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
To vote by Internet
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Go to website www.proxyvote.com. | |
3) | Follow the instructions provided on the website. |
To vote by Telephone
1) | Read the Proxy Statement and have the proxy card below at hand. | |
2) | Call 1-800-690-6903. | |
3) | Follow the instructions. |
To vote by Mail
1) | Read the Proxy Statement. | |
2) | Check the appropriate boxes on the proxy card below. | |
3) | Sign and date the proxy card. | |
4) | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
Vote on Directors: | FOR ALL |
WITHHOLD ALL |
FOR
ALL EXCEPT |
To withhold authority to
vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | ||||
1. To elect the following nominees as Directors of the Fund: | c | c | c | |||||
01) THOMAS L. BENNETT | ||||||||
02) PATRICK P. COYNE | ||||||||
03) JOHN A. FRY | ||||||||
04) ANTHONY D. KNERR | ||||||||
05) LUCINDA S. LANDRETH | ||||||||
06) ANN R. LEVEN | ||||||||
07) FRANCES A. SEVILLA-SACASA | ||||||||
08) JANET L. YEOMANS* | ||||||||
09) J. RICHARD ZECHER* | ||||||||
* The holders of common shares may not vote for these nominees. |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE DATE AND SIGN YOUR NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
|
Signature [PLEASE SIGN WITHIN BOX] | Date |
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