-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Px9pTTkPpqhYf0K062aUdTIU1TaHP/ZSWbqSZrnET+VZOJCFrYocvAYDMTywEUL8 zDdm5/U7fB5y3+xaYd90sw== 0000916713-97-000001.txt : 19970528 0000916713-97-000001.hdr.sgml : 19970528 ACCESSION NUMBER: 0000916713-97-000001 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970527 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000896923 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232713064 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07460 FILM NUMBER: 97614192 BUSINESS ADDRESS: STREET 1: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157512926 MAIL ADDRESS: STREET 1: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08246 FILM NUMBER: 97614193 BUSINESS ADDRESS: STREET 1: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157512926 MAIL ADDRESS: STREET 1: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 DEF 14A 1 1997 CLOSED END PROXY FILING SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X ----- Filed by a Party other than the Registrant ----- Check the appropriate box: Preliminary Proxy Statement --- Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) --- X Definitive Proxy Statement --- Definitive Additional Materials --- Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12 --- DELAWARE GROUP DIVIDEND & INCOME FUND, 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: N/A ----------------------------------------------------- 2) Aggregate number of securities to which transaction applies: N/A ----------------------------------------------------- 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): N/A ----------------------------------------------------- 4) Proposed maximum aggregate value of transaction: N/A ----------------------------------------------------- 5) Total fee paid: N/A ----------------------------------------------------- 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: N/A ------------------------------ 2) Form, Schedule or Registration Statement No.: N/A ------------------------------- 3) Filing Party: N/A ------------------------------- 4) Date Filed: N/A ------------------------------- SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X ----- Filed by a Party other than the Registrant ----- Check the appropriate box: Preliminary Proxy Statement --- Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) --- X Definitive Proxy Statement --- Definitive Additional Materials --- Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12 --- DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND, 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: N/A ----------------------------------------------------- 2) Aggregate number of securities to which transaction applies: N/A ----------------------------------------------------- 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): N/A ----------------------------------------------------- 4) Proposed maximum aggregate value of transaction: N/A ----------------------------------------------------- 5) Total fee paid: N/A ----------------------------------------------------- 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: N/A ------------------------------ 2) Form, Schedule or Registration Statement No.: N/A ------------------------------- 3) Filing Party: N/A ------------------------------- 4) Date Filed: N/A ------------------------------- DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. PROXY STATEMENT Notice of Joint Annual Meeting of Shareholders JULY 15, 1997 DELAWARE GROUP DELAWARE GROUP 1818 Market Street, Philadelphia, Pennsylvania 19103 COMBINED PROXY STATEMENT AND NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 15, 1997 AT THE UNION LEAGUE OF PHILADELPHIA 140 SOUTH BROAD STREET, PHILADELPHIA, PA 19102 To the Shareholders of: Delaware Group Dividend and Income Fund, Inc. Delaware Group Global Dividend and Income Fund, Inc. This is your official notice that the Joint Annual Meeting (the "Meeting") of Shareholders of Delaware Group Dividend and Income Fund, Inc. and Delaware Group Global Dividend and Income Fund, Inc. (individually a "Fund" and collectively the "Funds") will be held at the Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 on Tuesday, July 15, 1997 at 10:00 a.m. This Proxy Statement and the enclosed form of proxy are expected to be mailed to shareholders on or about May 27, 1997. You are cordially invited, and urged, to attend the meeting. Whether or not you will be able to attend the Meeting, you are urged to sign and mail the accompanying form of proxy. Each Fund will vote separately on each item set forth below. The purposes of the Meeting are as follows: 1. To elect eight Directors of each Fund. 2. To ratify or reject the selection of Ernst & Young LLP as independent auditors for each Fund. 3. To transact such other business as may properly come before the Meeting or any adjournment thereof. Please note that the form of proxy provides a space on which you may grant or withhold authority to vote in the election of directors and to vote for or against the ratification of the selection of auditors. PROXIES THAT ARE PROPERLY EXECUTED BUT NOT OTHERWISE MARKED WILL BE VOTED "FOR" THE ELECTION OF THE PROPOSED DIRECTORS AND "FOR" THE RATIFICATION OF THE SELECTION OF AUDITORS. The Boards of Directors have designated April 30, 1997 as the record date for shareholders entitled to vote at this Meeting. You may cast one vote for each full share and a fractional vote for each fractional share that you held at the close of business on that day. Your proxy with respect to either Fund is revocable by you at any time by notifying the Fund in writing or by signing another proxy. Signing a proxy will not affect your right to attend the Meeting and vote your shares in person or to give a later proxy. /s/Wayne A. Stork Wayne A. Stork Chairman May 27, 1997 PROXY STATEMENT DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. The Board of Directors of Delaware Group Dividend and Income Fund, Inc. and of Delaware Group Global Dividend and Income Fund, Inc. (individually a "Fund" and collectively the "Funds"), respectively, is soliciting your proxy to be voted at the Joint Annual Meeting of Shareholders (the "Meeting") to be held on Tuesday, July 15, 1997 at the Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 at 10:00 a.m. and any adjournments thereof. Whether or not you intend to be present at the Meeting, the Board of Directors of your Fund urges you to sign and return the proxy form which accompanies this Proxy Statement. Signing a proxy form does not affect your right to attend the Meeting and vote your shares in person, or your right to revoke this proxy or to sign a later proxy. Your proxy will help assure the presence of a quorum, however, and may help avoid the additional expense of a further proxy solicitation. Proxies will be voted in accordance with the instructions thereon, if any, and if no direction is made, proxies that are properly executed will be voted "FOR" each of the nominees for election as director and "FOR" the ratification of the selection of auditors. The proxies are authorized to vote in their discretion on any other matters which may properly be acted upon at this Meeting or any adjournment thereof. Under Maryland law and the Funds' constituent documents, abstentions and broker non-votes on routine matters will be included for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non-votes (i.e., shares held in nominee name by brokers which are not voted because of lack of instructions from beneficial owners on non-directionary voting matters) do not count as votes received and have effect on proposals that require the vote of a majority votes cast at a meeting, provided a quorum exists. This solicitation is being made largely by mail on behalf of the Boards of Directors of the Funds, but may also be made by officers or employees of the Funds and may include telephonic, telegraphic or personal interviews. The cost of the solicitation is being 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. This Proxy Statement and the accompanying proxy card(s) are expected to be mailed to shareholders on or about May 27, 1997. Your proxy with respect to a Fund is revocable by you at any time by notifying that Fund in writing at its principal executive office at 1818 Market Street, Philadelphia, Pennsylvania 19103. Shareholders retain the right to attend the Meeting and to vote their shares in person. Shareholders of record at the close of business on April 30, 1997 will be entitled to cast one vote for each full share then held and a fractional vote for each fractional share then held. As of that date, Delaware Group Dividend and Income Fund, Inc. had 14,307,000 shares outstanding, and Delaware Group Global Dividend and Income Fund, Inc. had 6,650,647 shares outstanding. Proposal 1 ELECTION OF DIRECTORS Eight directors have been nominated for election to each Board as the entire Board of Directors to hold office until the next Annual Meeting of Shareholders or Special Meeting called for the purpose of electing directors and until their successors shall have been elected and shall have qualified. The nominees are: Wayne A. Stork,* Walter P. Babich, Anthony D. Knerr, Ann R. Leven, W. Thacher Longstreth, Thomas F. Madison, Jeffrey J. Nick,* and Charles E. Peck. All of these nominees are present members of the Boards of Directors. It is not expected that any nominee will withdraw or become unavailable for election, but in case this should happen, the power given in the proxy may be used to vote for a substitute nominee or nominees as recommended by the existing Boards of Directors. Each Fund had seven board meetings during its most recently completed fiscal year. All of the directors attended at least 75% of those meetings during the time which they served as director.** Each Fund has a nominating committee for the purpose of proposing a list of nominees to the disinterested directors for selection and nomination for election at annual meetings of shareholders. This committee consists of three directors appointed by the Boards, two of whom are not affiliated with the Funds' investment manager, Delaware Management Company, Inc. ("DMC"), and, therefore, are not interested directors of the Funds. The selection and nomination of the disinterested directors is committed to the discretion of the disinterested directors. The disinterested directors serve in rotation. The same persons comprise the nominating committee of both Funds. During each Fund's most recently completed fiscal year, the committee consisted of Wayne A. Stork,* Walter P. Babich and Ann R. Leven. This committee met once during that period for the purpose of determining a proposed list of nominees. In November 1996, the Boards of Directors selected Wayne A. Stork,* Ann R. Leven and W. Thacher Longstreth as the nominating committee for the period November 1996 through November 1997. This committee met once for the purpose of determining a proposed list of nominees for this Meeting. The committee presented the proposed list to the disinterested directors at their meeting on February 20, 1997. The nominating committee will consider suggestions for nominations from shareholders. Shareholders who wish to suggest candidates for nomination to the Boards of Directors at any future annual meeting should identify the candidate and furnish a statement of the person's qualifications, in writing, to the nominating committee at the principal executive office of the Funds. In conjunction with a merger of Lincoln National Corporation ("LNC") and Delaware Management Holdings, Inc. ("DMH"), which was completed on April 3, 1995, and in order to comply with section 15(f) of the Investment Company Act of 1940 (the "1940 Act"), at least 75% of the directors shall not be "interested" persons of LNC, DMH or their respective affiliates for a period of three years following the completion of the merger. * Director affiliated with the investment manager of the Funds and therefore considered an "interested person" of the Funds as defined in the Investment Company Act of 1940. ** Messrs. Nick* and Madison did not serve as directors during the Funds' most recently completed fiscal year. Pursuant to arrangements with DMH, DMC's indirect parent, DMH has agreed to use reasonable efforts, consistent with the restrictions of the 1940 Act, and subject to fiduciary obligations of DMH and its affiliates, to have Mr. Stork, a director and employee of the Funds, retain his position as chairman of the Boards of Directors of the Funds. The agreement has no binding effect on the Funds or their shareholders. Set forth are the current members of each Board of Directors and nominees for election as directors, their ages and their business backgrounds. With the exception of Messrs. Nick* and Madison, each of the current directors became a director of each Fund in 1993. Messrs. Nick* and Madison each became a director of each Fund in 1997. Selected Information Concerning the Boards of Directors Nominee and Age Principal Occupation and Business Experience During the Past 5 Years *Wayne A. Stork Chairman, President, Chief Executive (age 59) Officer, Director and/or Trustee of each Fund and 31 other investment companies in the Delaware Group, Delaware Management Holdings, Inc., DMH Corp., Delaware International Holdings Ltd. and Founders Holdings, Inc.; Chairman and Director of Delaware Distributors, Inc. and Delaware Capital Management, Inc.; Chairman, President, Chief Executive Officer, Chief Investment Officer and Director of Delaware Management Company, Inc.; Chairman, Chief Executive Officer and Director of Delaware International Advisers Ltd.; Director of Delaware Service Company, Inc. and Delaware Investment & Retirement Services, Inc.; during the past five years, Mr. Stork has served in various executive capacities at different times within the Delaware organization. Walter P. Babich Director and/or Trustee of each Fund and 31 (age 69) other investment companies in the Delaware Group; Board Chairman, Citadel Constructors, Inc., 1988 to present; Partner, I&L Investors, 1988-1991; Partner, Irwin & Leighton Partnership (building construction), 1986-1988. * Director affiliated with the investment manager of the Funds and therefore considered an "interested person" of the Funds as defined in the 1940 Act. Selected Information Concerning the Boards of Directors Nominee and Age Principal Occupation and Business Experience During the Past 5 Years Anthony D. Knerr Director and/or Trustee of each Fund and 31 (age 58) other investment companies in the Delaware Group; Founder and Managing Director, Anthony Knerr & Associates (consulting company to non-profit institutions and organizations), 1991 to present; Founder and Chairman, The Publishing Group, Inc., 1988- 1990; Executive Vice President/Finance and Treasurer, Columbia University, 1982-1988; Lecturer for English, Columbia University, 1987-1989. Ann R. Leven Director and/or Trustee of each Fund and 31 (age 56) other investment companies in the Delaware Group; Treasurer, National Gallery of Art, 1994 to present; Director of four investment companies sponsored by Aquila Management Corporation, 1985 to present; Deputy Treasurer, National Gallery of Art, 1990- 1994; Treasurer and Chief Fiscal Officer, Smithsonian Institution, 1984-1990; Adjunct Professor, Columbia Business School, 1975- 1992. W. Thacher Director and/or Trustee of each Fund and 31 Longstreth other investment companies in the Delaware (age 76) Group; Philadelphia City Councilman, 1984 to present; Consultant, Packard Press, 1988 to present; Senior Partner, MLW, Associates (business consulting), 1983 to present; Director, Healthcare Services Group, 1983 to present; Director Emeritus, Tasty Baking Company, 1991 to present; Director, MicroLegue Micromedia, Inc. (computer game publisher), 1996 to present; Director, Tasty Baking Company, 1968-1991; Vice Chairman, The Winchell Company (financial printing), 1983-1988. Thomas F. Madison Director and/or Trustee of each Fund and 31 (age 61) other investment companies in the Delaware Group; President and CEO of MLM Partners, Inc. from 1993 to present; Chairman of the Board, Communications Holdings, Inc., from 1996 to present; previously, Vice Chairman-- Office of the CEO, The Minnesota Mutual Life Insurance Company from February to September 1994; President of U.S. WEST Communications- -Markets from 1988-1993. Mr. Madison currently serves on the Board of Directors of Valmont Industries, Inc. (irrigation systems and steel manufacturing), Eltrax Systems, Inc. (data communications integration), Minnegasco, Span Link Communications (software) and ACI Telecentrics (outbound telemarketing and telecommunications). Selected Information Concerning the Boards of Directors Nominee and Age Principal Occupation and Business Experience During the Past 5 Years *Jeffrey J. Nick Director and/or Trustee of each Fund and 31 (age 44) other investment companies in the Delaware Group; President, Chief Executive Officer and Director of Lincoln National Investment Companies, Inc.; Managing Director, Lincoln National UK plc, 1992-1996; Senior Vice President responsible for corporate planning and development, Lincoln National Corporation, 1989-1992; previously, Arthur D. Little, Inc. (management consultancy); Chase Investment Bank (merchant banking). Charles E. Peck Director and/or Trustee of each Fund and 31 (age 71) other investment companies in the Delaware Group; Secretary/Treasurer, Enterprise Homes, Inc., 1992 to present; Chairman and Chief Executive Officer, The Ryland Group, Inc. (home building), 1981-1990. *Director affiliated with the investment manager of the Funds and therefore considered an "interested person" of the Funds as defined in the 1940 Act. Standing Committees In addition to the nominating committee described on page 3, each Fund has an audit committee for the purpose of overseeing the quality of financial reporting and the internal controls of the Fund and for such other purposes as the Board of Directors may from time to time direct. The committee consists of three directors appointed by the Board, all of whom are considered to be "disinterested persons" under the 1940 Act. Members of the audit committee serve for three years or until their successors have been appointed and qualified. The audit committee for each Fund consists of Walter P. Babich, Anthony D. Knerr and Ann R. Leven; Ms. Leven serves as the Chairperson. Each member of the audit committee has served for a three-year term and each continues to serve. During the last fiscal year of each Fund, the audit committee met in December of 1995 and February, June and November of 1996 to review internal audit reports, receive reports on internal control systems and plan for the audits of the Funds by the independent auditors. The Boards of Directors have no compensation committees. Officers Exhibit A lists the Executive Officers of the Funds, their ages, positions, five years' business experience and the date they first took office. The Boards of Directors and Senior Management of the Funds appoint officers each year and from time to time as necessary. The following officers of each Fund are also officers of DMC. Their positions with each Fund are shown next to their names: Wayne A. Stork (Chairman, President, Chief Executive Officer and Director); David K. Downes (Executive Vice President, Chief Operating Officer and Chief Financial Officer); Richard G. Unruh, Jr. (Executive Vice President); Paul E. Suckow (Executive Vice President/Chief Investment Officer - Fixed Income); George M. Chamberlain, Jr. (Senior Vice President/Secretary); Michael P. Bishof (Vice President/Treasurer); Joseph H. Hastings (Vice President/Corporate Controller); Lisa O. Brinkley (Vice President/Compliance); Steven T. Lampe (Vice President/Taxation); Richard J. Flannery (Vice President); Eric E. Miller (Vice President/Assistant Secretary); Richelle S. Maestro (Vice President/Assistant Secretary); Rosemary E. Milner (Vice President/Legal); Bruce A. Ulmer (Vice President/Director of Internal Audit); Paul A. Matlack (Vice President/Senior Portfolio Manager); Gerald T. Nichols (Vice President/Senior Portfolio Manager); Babak Zenouzi (Vice President/Portfolio Manager); and Michael J. Ryan (Vice President/Trading). Wayne A. Stork is also an officer and a director of Delaware International Advisers Ltd. ("Delaware International"), Delaware Group Global Dividend and Income Fund, Inc.'s sub-adviser. While in the employ of Oppenheimer Management Corporation, Mr. Paul E. Suckow was the subject of an Administrative Proceeding brought by the U.S. Securities and Exchange Commission ("SEC"). As a result of this proceeding, Mr. Suckow was found to have violated Section 34(b) of the 1940 Act by failing properly to disclose material facts in certain books and records. By order of the SEC dated December 1, 1992, Mr. Suckow was suspended from the business for 120 days. Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires that directors, certain officers, and persons who own more than ten percent of each Fund's common stock, as well as each Fund's investment advisers and certain affiliated persons of those investment advisers, file with the SEC and the New York Stock Exchange reports of their ownership and changes in ownership of such common stock on Forms 3, 4 and 5. Such filing persons are required by SEC regulations to furnish to each Fund copies of all Forms 3, 4 and 5 that they file. Based upon a review of these filings and certain written representations from such persons that no other reports were required to be filed, the Funds believe that, except as noted, the requirements of Section 16 were met. Delaware Group Dividend and Income Fund, Inc. notes that a Form 4 was not filed on a timely basis on behalf of Bernard P. Schaffer, a former Vice President/Senior Portfolio Manager of the Fund and of DMC. Delaware Group Global Dividend and Income Fund, Inc. notes that a Form 3 was not filed on a timely basis on behalf of George E. Deming, a director of Delaware International, sub- adviser to the Fund. As of March 31, 1997, W. Thacher Longstreth owned 1,000 shares of Delaware Group Dividend and Income Fund, Inc. and 1,118 shares of Delaware Group Global Dividend and Income Fund, Inc. In addition, all directors as a group owned 8,556,680 shares in all the funds of the Delaware Group. As of March 31 1997, all directors and executive officers of each Fund, as a group, owned 1,000 (less than 1%) of the outstanding shares of Delaware Group Dividend and Income Fund, Inc., and 1,118 (less than 1%) of the outstanding shares of Delaware Group Global Dividend and Income Fund, Inc. Remuneration of Directors Set forth below is a Compensation Table listing, for each director entitled to receive compensation, the aggregate compensation received from each Fund and the total compensation received from all funds in the Delaware Group for the fiscal year ended November 30, 1996, and an estimate of annual benefits to be received upon retirement under the Delaware Group Retirement Plan for Directors/Trustees. Estimated Pension or Annual Aggregate Aggregate Retirement Benefits Compensation Compensation Benefits Upon Total from Delaware from Delaware Accrued Retirement Compen- sation Group Dividend Group Global as Part of from all 18 from all 18 and Income Dividend and each Fund's Delaware Group Delaware Name Fund, Inc. Income Fund, Inc. Expenses Funds* Group Funds W. Thacher Longstreth $1,752 $1,550 None $30,000 $45,144 Ann R. Leven $2,072 $1,841 None $30,000 $53,280 Walter P. Babich $1,888 $1,663 None $30,000 $49,144 Anthony D. Knerr $2,038 $1,813 None $30,000 $52,280 Charles E. Peck $1,902 $1,700 None $30,000 $48,280
* Under the terms of the Delaware Group Retirement Plan for Directors/Trustees, each disinterested director who, at the time of his or her retirement from the Board, has attained the age of 70 and served on the Board for at least five continuous years, is entitled to receive payments from each fund in the Delaware Group for a period equal to the lesser of the number of years that such person served as a director or the remainder of such person's life. The amount of such payments will be equal, on an annual basis, to the amount of the annual retainer that is paid to directors of each fund at the time of such person's retirement. If an eligible director retired as of November 30, 1996, he or she would be entitled to annual payments totaling $30,000, in the aggregate, from all of the funds in the Delaware Group, based on the number of funds in the Delaware Group as of that date. Required Vote As to each director of a Fund, a plurality of all votes cast by shareholders of such Fund shall be required to elect such director. This means that the eight nominees receiving the largest number of votes will be elected. Proposal 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS The Board of Directors of each Fund has selected Ernst & Young LLP ("E&Y") as independent auditors of such Fund for the current fiscal year and shareholders are asked to ratify this selection. A representative from E&Y will be present at the Meeting. The representative of E&Y 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. The Funds' audit committees meet periodically with the representatives of E&Y to receive reports from E&Y and plan for the Funds' audits. Required Vote With respect to each Fund, the affirmative vote of a majority of votes cast at the Meeting is required to ratify the selection of E&Y as independent auditors for such Fund. Recommendation of the Boards of Directors The Board of Directors of each Fund recommends that the shareholders of that Fund ratify the selection of E&Y as independent auditors for such Fund for the current fiscal year. OTHER INFORMATION Investment Manager DMC, One Commerce Square, Philadelphia, PA 19103, serves as investment manager to each Fund. Delaware International, Veritas House, 3rd Floor, 125 Finsbury Pavement, London, England EC2A 1NQ, serves as sub-adviser to Delaware Group Global Dividend and Income Fund, Inc. On April 3, 1995, DMH and LNC merged and DMH became an indirect, wholly owned subsidiary of LNC. DMH, through its indirect, wholly owned subsidiary Delaware Voyageur Holdings, Inc., owns 100% of the voting securities of DMC. DMH, through its wholly owned subsidiary DMH Corp., directly owns 81.1% of the voting securities of Delaware International and indirectly owns the remaining 18.9% of the voting securities of Delaware International through DMH Corp.'s wholly owned subsidiary, Delaware International Holdings Ltd. LNC, through its wholly owned subsidiary Lincoln National Investment Companies, Inc., owns 100% of the outstanding shares of common stock of DMH, and may be deemed to control DMH. The address of DMH is One Commerce Square, Philadelphia, PA 19103. The address of DMH Corp. is Foulkstone Plaza, 1403 Foulk Road, Suite 102, Wilmington, DE 19803. The address of Delaware International Holdings Ltd. is Clarendon House, Church Street West, Hamilton HM DX, Bermuda. The address of Delaware Voyageur Holdings, Inc. is One Commerce Square, Philadelphia, PA 19103. The address of LNC and Lincoln National Investment Companies, Inc. is 200 East Berry Street, Fort Wayne, IN 46802. Administrator Princeton Administrators, L.P., 800 Scudders Mill Road, Plainsboro, NJ 08536, serves as administrator to each Fund. Shareholder Proposals If a Fund holds an annual meeting of shareholders in 1998, shareholder proposals for that meeting must be received no later than January 27, 1998. Such proposals should be sent to the Fund, directed to the attention of its Secretary, at its principal executive office. The most recent Annual and Semi-Annual Reports for each Fund are available at no cost to its shareholders, upon written or oral request, by contacting the respective Fund at 1818 Market Street, Philadelphia, Pennsylvania 19103, or by calling 1-800-523-4640. The following shareholders owned the percentages listed of the Funds as of March 31, 1997: Cede & Co., P.O. Box 20, Bowling Green Station, New York, NY 10004, owned 13,953,973 shares, which was 97.53% of the outstanding shares of Delaware Group Dividend & Income Fund, Inc.; and Cede & Co., P.O. Box 20, Bowling Green Station, New York, NY 10004, owned 6,415,711 shares, which was 96.47% of the outstanding shares of Delaware Group Global Dividend & Income Fund, Inc. The Funds have been advised that the shares held by Cede & Co. as the record owner are for the benefit of others. /s/Wayne A. Stork Wayne A. Stork Chairman May 27, 1997 EXHIBIT A EXECUTIVE OFFICERS OF THE FUNDS The following individuals are executive officers of the Funds: NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS Wayne A. Stork 59 Mr. Stork has served as Chairman, President, Chief Executive Officer and Director for the Funds since their inception in 1993. Mr. Stork also serves in such capacity for the other funds in the Delaware Group. He also serves as Chairman, President, Chief Executive Officer and Director for Delaware Management Holdings, Inc., DMH Corp., Delaware International Holdings Ltd. and Founders Holdings, Inc.; Chairman and Director for Delaware Distributors, Inc. and Delaware Capital Management, Inc.; Chairman, President, Chief Executive Officer, Chief Investment Officer and Director for Delaware Management Company, Inc.; Chairman, Chief Executive Officer and Director for Delaware International Advisers Ltd.; and Director for Delaware Service Company, Inc. and Delaware Investment & Retirement Services, Inc. During the past five years, Mr. Stork has served in various executive capacities at different times within the Delaware organization. Richard G. Unruh, Jr. 57 Mr. Unruh has served as Executive Vice President for the Funds since 1994. Mr. Unruh also serves in such capacity for the other funds in the Delaware Group. He also serves as Executive Vice Presidentand Director for Delaware Management Company, Inc.; Senior Vice President for Delaware Management Holdings, Inc. and Delaware Capital Management, Inc.; and Director for Delaware International Advisers Ltd. During the past five years, Mr. Unruh has served in various executive capacities at different times within the Delaware organization. EXECUTIVE OFFICERS OF THE FUNDS NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS Paul E. Suckow 49 Mr. Suckow has served as Executive Vice President/Chief Investment Officer, Fixed Income for the Funds since 1995 (previously he was Senior Vice President/Chief Investment Officer, Fixed Income for the Funds since 1993). Mr. Suckow also serves as Executive Vice President/Chief Investment Officer, Fixed Income for the other funds in the Delaware Group. He also serves as Executive Vice President/Chief Investment Officer, Fixed Income for Delaware Management Company, Inc.; Executive Vice President and Director for Founders Holdings, Inc.; Senior Vice President/Chief Investment Officer, Fixed Income for Delaware Management Holdings, Inc.; Senior Vice President for Delaware Capital Management, Inc.; and Director for Founders CBO Corporation. Since April 1993, Mr. Suckow has served in various executive capacities at different times within the Delaware organization. Before returning to the Delaware Group in April 1993, Mr. Suckow was Executive Vice President and Director of Fixed Income for Oppenheimer Management Corporation, New York, NY from May 1985 to November 1992. Prior to that, Mr. Suckow was a fixed income portfolio manager for the Delaware Group. EXECUTIVE OFFICERS OF THE FUNDS NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS David K. Downes 57 Mr. Downes has served as Executive Vice President/Chief Operating Officer for the Funds since 1997. He has also served as Chief Financial Officer for the Funds since 1993. Previously, Mr. Downes served as Senior Vice President and Chief Administrative Officer for the Funds since their inception in 1993. Mr. Downes also serves as Executive Vice President/Chief Operating Officer/Chief Financial Officer for the other funds in the Delaware Group. He is also Executive Vice President/Chief Operating Officer/Chief Financial Officer and Director for Delaware Management Company, Inc., DMH Corp., Delaware Distributors, Inc., Founders Holdings, Inc., Delaware International Holdings, Inc. and Delaware Capital Management, Inc.; Chairman and Director for Delaware Management Trust Company and Delaware Investment & Retirement Services, Inc.; Executive Vice President/Chief Operating Officer/Chief Financial Officer for Delaware Management Holdings, Inc.; President/Chief Executive Officer/Chief Financial Officer and Director for Delaware Service Company, Inc.; Senior Vice President/Chief Administrative Officer/ Chief Financial Officer for Delaware Distributors, L.P.; and Director for Delaware International Advisers Ltd. Since September 1992, Mr. Downes has served in various executive capacities at different times within the Delaware organization. Before joining the Delaware Group in 1992, Mr. Downes was Chief Administrative Officer, Chief Financial Officer and Treasurer of Equitable Capital Management Corporation, New York, from December 1985 through August 1992, Executive Vice President from December 1985 through March 1992 and Vice Chairman from March 1992 through August 1992. EXECUTIVE OFFICERS OF THE FUNDS NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS George M. Chamberlain, Jr. 50 Mr. Chamberlain has served as Senior Vice President and Secretary for the Funds since their inception in 1993. Mr. Chamberlain also serves in the same capacity for the other funds in the Delaware Group. He also serves as Senior Vice President and Secretary for Delaware Management Holdings, Inc. and Delaware Distributors, L.P.; Executive Vice President, Secretary and Director for Delaware Management Trust Company; Senior Vice President, Secretary and Director for DMH Corp., Delaware Management Company, Inc., Delaware Distributors, Inc., Delaware Service Company, Inc., Founders Holdings, Inc., Delaware Capital Management, Inc. and Delaware Investment & Retirement Services, Inc.; Secretary and Director for Delaware International Holdings Ltd.; and Director for Delaware International Advisers Ltd. Mr. Chamberlain is also an Attorney. During the past five years, Mr. Chamberlain has served in various executive capacities at different times within the Delaware organization. Paul A. Matlack 37 Mr. Matlack has served as Vice President/Senior Portfolio Manager for the Funds since 1993. Mr. Matlack serves in the same capacity for Delaware Group Income Funds, Inc., Delaware Group Premium Fund, Inc., Delaware Group Global & International Funds, Inc. and Delaware Pooled Trust, Inc. He also serves as Vice President/Senior Portfolio Manager for Delaware Management Company, Inc. and an officer for the other fixed income funds in the Delaware Group; Vice President for Founders Holdings, Inc.; and President and Director for Founders CBO Corporation. During the past five years, Mr. Matlack has served in various executive capacities at different times within the Delaware organization. EXECUTIVE OFFICERS OF THE FUNDS NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS Michael P. Bishof 34 Mr. Bishof has served as Vice President/Treasurer for the Funds since 1995. Mr. Bishof also serves in the same capacity for the other funds in the Delaware Group. He also serves as Senior Vice President for Delaware Management Company, Inc.; Senior Vice President/Treasurer for Delaware Distributors, L.P. and Founders Holdings, Inc.; Vice President/Treasurer for Delaware Distributors, Inc. and Delaware Service Company, Inc.; Assistant Treasurer for Founders CBO Corporation; and Vice President/Manager of Investment Accounting for Delaware International Holdings Ltd. Since June 1995, Mr. Bishof has served in various executive capacities at different times within the Delaware organization. Before joining the Delaware Group in June 1995, Mr. Bishof was a Vice President for Bankers Trust, New York, NY from October 1994 to June 1995; a Vice President for CS First Boston Investment Management, New York, NY from April 1993 to October 1994; and an Assistant Vice President for Equitable Capital Management Corporation, New York, NY from April 1987 to April 1993. Babak Zenouzi 34 Mr. Zenouzi has served as Vice President/Portfolio Manager for the Funds since 1997. Mr. Zenouzi also serves as Vice President/Portfolio Manager for Delaware Pooled Trust, Inc., Delaware Group Equity Funds V, Inc., Delaware Group Income Funds, Inc. and Delaware Group Premium Fund, Inc. He also serves as an officer for the other equity funds in the Delaware Group. Since July 1992, Mr. Zenouzi has served in various executive capacities at different times within the Delaware organization. Before joining the Delaware Group in July 1992, he was with The Boston Company where he held the positions of assistant vice president, senior financial analyst, financial analyst and portfolio accountant. APPENDIX A DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints WAYNE A. STORK and DAVID K. DOWNES, and each of them, as proxies with full power of substitution, to vote on behalf of the undersigned the same number of shares which the undersigned is then entitled to vote, at the Annual Meeting of the Shareholders of Delaware Group Dividend and Income Fund, Inc. to be held on Tuesday, July 15, 1997, at 10:00 a.m., at the Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102, and at any adjournments thereof, on any matter properly coming before the meeting, and specifically as indicated on the reverse side. (continued on the other side) Please mark your votes as / X / indicated in this example (1) To elect eight directors: FOR all WITHHOLD Wayne A. Stork, Walter P. nominees AUTHORITY Babich, Anthony D. Knerr, listed to vote Ann R. Leven, W. Thacher (except as for all Longstreth, Thomas F. marked nominees Madison, Jeffrey J. Nick, contrary) listed Charles E. Peck (Instructions: To withhold / / / / authority to vote for any nominee, write that nominee's name in the space provided below.) _______________________________ (2) Ratification of the appointment of Ernst & Young LLP as the FOR AGAINST ABSTAIN independent auditors. / / / / / / (3) The undersigned authorizes the Proxies to vote in their discretion upon such other business as may properly come before the meeting. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR items 1 and 2. ___________________________ ___________________________ Signature of Shareholder(s) Date_______________________ Note: Please sign your name exactly as it shown at the left. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title as such. EACH joint owner is requested to sign. Please sign, date and return this proxy promptly in the enclosed postage paid envelope. DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS DELAWARE GROUP The undersigned hereby appoints PROXY SERVICES WAYNE A. STORK and DAVID K. POST OFFICE BOX 9002 DOWNES, and each of them, as FARMINGDALE, NY 11735-9638 proxies with full power of substitution, to vote on behalf of the undersigned the same number of shares which the undersigned is then entitled to vote, at the Annual Meeting of the Shareholders of Delaware Group Global Dividend and Income Fund, Inc. to be held on Tuesday, July 15, 1997 at 10:00 a.m., at the Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102, and at any adjournments thereof, on any matter properly coming before the meeting, and specifically as indicated below. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted "FOR" Items 1 and 2. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/ DELGGD KEEP THIS PORTION FOR YOUR RECORDS - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - DELAWARE GROUP GLOBAL DIVIDEND DETACH AND RETURN AND INCOME FUND, INC. THIS PORTION ONLY Vote for Directors For Withhold For All All All Except 1. To elect eight directors: 01) Wayne A. Stork,02) Walter P. / / / / / / Babich, 03) Anthony D. Knerr, 04) Ann R.Leven, 05) W. Thacher Longstreth, 06) Thomas F. Madison, 07) Jeffrey J. Nick and 08) Charles E. Peck. ______________________________ To withhold authority to vote, mark "For All Except" and write the nominee's number on the line below. Vote on Proposal For Against Abstain 2. Ratification of the appointment / / / / / / of Ernst & Young LLP as the independent auditors. 3. The undersigned authorizes the proxies to vote in their discretion upon such other business as may properly come before the meeting. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT IS SHOWN AT THE TOP, WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER IS REQUESTED TO SIGN. __________________________ _______________________ Shareholder sign here Signature (SIGN WITHIN BOX) Date (Joint Owners) Date -----END PRIVACY-ENHANCED MESSAGE-----