[X]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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[ ]
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Soliciting Material Pursuant to Sec. 240.14a-12
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[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary proxy materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Delaware Investments Dividend and Income Fund, Inc.
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Delaware Enhanced Global Dividend and Income Fund
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Delaware Investments Colorado Municipal Income Fund, Inc.
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Delaware Investments National Municipal Income Fund
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Delaware Investments Minnesota Municipal Income Fund II, Inc.
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1.
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To elect a Board of Directors or Trustees for each Fund consisting of Thomas L. Bennett, Jerome D. Abernathy, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Lucinda S. Landreth, Shawn K. Lytle, Frances A.
Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, and Janet L. Yeomans, with the holders of Preferred Shares of each of Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments National Municipal Income Fund, and
Delaware Investments Minnesota Municipal Income Fund II, Inc. voting exclusively for Ann D. Borowiec and Joseph W. Chow for those Funds;
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2.
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For Delaware Enhanced Global Dividend and Income Fund only: To approve sub-advisory agreements between Delaware Management Company and each of Macquarie Investment Management Austria Kapitalanlage AG and Macquarie Investment
Management Global Limited;
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3.
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For Delaware Investments Dividend and Income Fund, Inc. only: To approve sub-advisory agreements between Delaware Management Company and each of Macquarie Investment Management Austria Kapitalanlage AG and Macquarie Investment
Management Global Limited; and
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4.
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To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.
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2005 Market Street
Philadelphia, PA 19103
1-866-437-0252
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Name, Address, and Birthdate*
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Position(s) Held with the Funds
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Length of Time Served
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Principal Occupation(s) During the Past Five Years
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Number of Funds in Fund Complex Overseen by Director
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Other Directorships Held by Director During the Past Five Years
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Interested Director
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Shawn K. Lytle1
2005 Market Street Philadelphia, PA 19103 February 1970
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President, Chief Executive Officer, and Director
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Director since September 2015
President and Chief Executive Officer since August 2015
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President — Macquarie Investment Management2 (June 2015–Present)
Regional Head of Americas — UBS Global Asset Management (April 2010–May 2015)
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94
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Trustee — UBS Relationship Funds, SMA Relationship Trust, and UBS Funds (May 2010–April 2015)
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Independent Directors
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Thomas L. Bennett
2005 Market Street
Philadelphia, PA 19103
October 1947
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Chair and Director
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Director since March 2005
Chair since March 2015
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Private Investor —
(March 2004–Present)
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94
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None
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Jerome D. Abernathy
2005 Market Street
Philadelphia, PA 19103
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Director
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Since January 2019
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Managing Member, Stonebook Capital Management, LLC (financial technology: macro factors and databases) (January 1993-Present)
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94
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None
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Ann D. Borowiec
2005 Market Street
Philadelphia, PA 19103
November 1958
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Director
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Since March 2015
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Chief Executive Officer, Private Wealth Management (2011–2013) and Market Manager, New Jersey Private Bank (2005-2011) —
J.P. Morgan Chase & Co.
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94
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Director — Banco Santander International (October 2016–December 2019)
Director — Santander Bank, N.A. (December 2016–December 2019)
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Joseph W. Chow
2005 Market Street
Philadelphia, PA 19103
January 1953
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Director
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Since January 2013
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Private Investor (April 2011–Present)
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94
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Director and Audit Committee Member — Hercules Technology Growth Capital, Inc. (July 2004–July 2014)
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Name, Address, and Birthdate*
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Position(s) Held with the Funds
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Length of Time Served
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Principal Occupation(s) During the Past Five Years
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Number of Funds in Fund Complex Overseen by Director
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Other Directorships Held by Director During the Past Five Years
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John A. Fry
2005 Market Street
Philadelphia, PA 19103
May 1960
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Director |
Since January 2001 |
President — Drexel University (August 2010–Present) | 94 |
Director; Compensation Committee and Governance Committee Member — Community Health Systems (May 2004-Present)
Director — Drexel Morgan & Co. (2015-December 2019)
Director and Audit Committee Member — vTv Therapeutics Inc. (2017-Present)
Director and Audit Committee Member — FS Credit Real Estate Income Trust, Inc. (2018-Present)
Director — Federal Reserve Bank of Philadelphia (January 2020-Present)
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Lucinda S. Landreth
2005 Market Street
Philadelphia, PA 19103
June 1947
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Director |
Since March 2005
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Private Investor
(2004–Present)
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94 |
None
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Frances A. Sevilla-Sacasa
2005 Market Street
Philadelphia, PA 19103
January 1956
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Director | Since September 2011 |
Private Investor (January 2017–Present)
Chief Executive Officer — Banco Itaú International (April 2012–December 2016)
Executive Advisor to Dean (August 2011–March 2012) and Interim Dean (January 2011–July 2011) — University of Miami School of Business Administration
President — U.S. Trust, Bank of America Private Wealth Management (Private Banking) (July 2007–December 2008)
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94 |
Trust Manager and Audit Committee Chair — Camden Property Trust (August 2011–Present)
Director; Strategic Planning and Reserves Committee and Nominating and Governance Committee Member — Callon Petroleum Company (December 2019-Present)
Director; Audit Committee Member — Carrizo Oil & Gas, Inc. (March 2018–December 2019)
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Name, Address, and Birthdate*
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Position(s) Held with the Funds
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Length of Time Served
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Principal Occupation(s) During the Past Five Years
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Number of Funds in Fund Complex Overseen by Director
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Other Directorships Held by Director During the Past Five Years
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Thomas K. Whitford
2005 Market Street
Philadelphia, PA 19103
March 1956
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Director
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Since January 2013
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Vice Chairman
(2010–April 2013)— PNC Financial Services Group
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94
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Director — HSBC North America Holdings Inc. (December 2013–Present)
Director — HSBC USA Inc. (July 2014–Present)
Director — HSBC Bank USA, National Association (July 2014–March 2017)
Director — HSBC Finance Corporation (December 2013–April 2018)
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Christianna Wood
2005 Market Street
Philadelphia, PA 19103
August 1959
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Director
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Since January 2019
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Chief Executive Officer and President — Gore Creek Capital, Ltd. (August 2009–Present)
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94
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Director; Finance Committee and Audit Committee Member — H&R Block Corporation (July 2008–Present)
Director; Investments Committee, Capital and Finance Committee and Audit Committee Member — Grange Insurance (2013–Present)
Trustee; Chair of Nominating and Governance Committee and Member of Audit Committee — The Merger Fund (2013–Present), The Merger Fund VL (2013–Present), WCM Alternatives: Event-Driven Fund (2013–Present), and WCM Alternatives: Credit
Event Fund (December 2017–Present)
Director; Chair of Governance Committee and Audit Committee Member — International Securities Exchange (2010–2016)
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Janet L. Yeomans
2005 Market Street
Philadelphia, PA 19103
July 1948
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Director
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Since April 1999
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Vice President and Treasurer
(January 2006–July 2012)
Vice President — Mergers & Acquisitions
(January 2003–January 2006), and Vice President and Treasurer
(July 1995–January 2003) — 3M Company
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94
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Director; Personnel and Compensation Committee Chair; Member of Nominating, Investments, and Audit Committees for various periods throughout directorship — Okabena Company (2009‑2017)
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Name of Director
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Dollar Range of Equity Securities in each Fund
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Aggregate Dollar Range of Equity Securities1 in All Registered Investment Companies Overseen by Director in Fund Complex
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Interested Director
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Shawn K. Lytle
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None
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Over $100,000
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Independent Directors
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Jerome D. Abernathy
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None
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None
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Thomas L. Bennett
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None
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Over $100,000
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Ann D. Borowiec
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None
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Over $100,000
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Joseph W. Chow
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None
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Over $100,000
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John A. Fry
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None
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Over $100,000
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Lucinda S. Landreth
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None
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Over $100,000
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Frances A. Sevilla-Sacasa
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None
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Over $100,000
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Thomas K. Whitford
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None
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Over $100,000
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Christianna Wood
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None
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Over $100,000
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Janet L. Yeomans
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None
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Over $100,000
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Director
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Aggregate Compensation from the Funds
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Total Compensation from the Investment Companies in the Fund Complex
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Jerome D. Abernathy
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$2,704
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$311,000
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Thomas L. Bennett (Chair)
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$3,859
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$444,167
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Ann D. Borowiec
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$2,813
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$323,000
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Joseph W. Chow
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$2,776
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$318,500
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John A. Fry
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$2,647
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$305,000
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Lucinda S. Landreth
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$2,842
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$298,547
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Frances A. Sevilla-Sacasa
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$2,819
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$324,167
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Thomas K. Whitford
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$2,921
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$336,167
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Christianna Wood
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$2,684
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$309,500
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Janet L. Yeomans
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$2.948
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$337,667
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Proposal
Election of Directors
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FUND
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Abernathy, Bennett, Fry, Landreth, Lytle, Sevilla-Sacasa, Yeomans, Wood, and Whitford
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Borowiec and Chow
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DDF and DEX
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Plurality of votes cast.
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Municipal Funds
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Plurality of Common and Preferred Share votes cast.
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Plurality of Preferred Share votes cast.
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Stefan Löwenthal Chief Investment Officer — Global Multi-Asset Team
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Stefan Löwenthal is the chief investment officer for MIMAK, a role he assumed in February 2013. He heads the global multi asset team based in Vienna, which is responsible for all asset allocation and
security selection decisions, the management of mutual funds, as well as the development of new investment strategies. In addition, Löwenthal oversees the investment policy committee, which is responsible for strategic investment
decisions at MIMAK. He began his career with Macquarie in February 2008 as a portfolio manager. He holds a Master of Management Science from Vienna University of Economics and Business. Löwenthal is a lecturer for economics at the IMC
University of applied sciences in Krems (Austria) and the Qiongzhou University in Sanya (China).
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Jürgen Wurzer, CFA Deputy Head of Portfolio Management, Senior Investment Manager — Global Multi-Asset Team
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Jürgen Wurzer rejoined MIMAK in April 2018 as deputy head of portfolio management for the firm’s global multi asset team based in Vienna. Prior to that, he worked at Erste Asset Management as a senior
fund manager on the multi asset management team, where he worked from September 2016 to March 2018. Wurzer previously worked at MIMAK from January 2007 to August 2016, leaving the firm as senior investment manager on the global multi
asset team. He graduated from University of Applied Sciences Wiener Neustadt with a master’s degree. Wurzer is a lecturer for asset allocation, quantitative finance, portfolio, and risk management at several educational institutions.
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●
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MIMAK expresses its asset allocation convictions across 25 directional, relative asset class decisions (pairwise views). The pairwise approach allows MIMAK to uniquely focus on the direction, rather than
the degree, of returns. The result of this approach is to deliver an optimal asset allocation construct in the current and projected economic environment. Furthermore, proprietary tools deliver additional insights that provide unique
inputs into fundamental decision making.
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●
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MIMAK will utilize the same asset allocation strategy for DEX as for the Fund Complex’s other asset allocation funds and has generated favorable historical performance returns managing similar funds.
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●
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MIMAK plans to implement a more dynamic asset-allocation framework to maintain a stable level of portfolio risk over time. The framework is intended to reduce riskier assets in times of market volatility
and provide additional downside protection.
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●
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MIMGL MSI has a history of targeting consistent outperformance through systematic strategies and through a multi-factor investment approach to smooth returns. The Board has previously approved MIMGL as a
sub-advisor to the Delaware equity funds to provide equity trading and quantitative support.
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●
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MIMGL MSI’s quantitative approach to investing is designed to systematically exploit investor biases, which may result in better market insights.
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●
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MIMGL MSI’s exposure to quality tends to provide lower downside capture and utilizes a ‘style neutral’ approach designed to deliver consistent outperformance throughout the investment horizon, especially
compared to the traditional value- and/or growth- biased type of investment strategies in the market. ‘Style neutral’ has the potential to remove the impact of significant value/growth, large/small caps cycles or global macro forces at
play in the market.
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Stefan Löwenthal Chief Investment Officer — Global Multi-Asset Team
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Stefan Löwenthal is the chief investment officer for MIMAK, a role he assumed in February 2013. He heads the global multi asset team based in Vienna, which is responsible for all asset allocation and
security selection decisions, the management of mutual funds, as well as the development of new investment strategies. In addition, Löwenthal oversees the investment policy committee, which is responsible for strategic investment
decisions at MIMAK. He began his career with Macquarie in February 2008 as a portfolio manager. He holds a Master of Management Science from Vienna University of Economics and Business. Löwenthal is a lecturer for economics at the IMC
University of applied sciences in Krems (Austria) and the Qiongzhou University in Sanya (China).
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Jürgen Wurzer, CFA Deputy Head of Portfolio Management, Senior Investment Manager — Global Multi-Asset Team
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Jürgen Wurzer rejoined MIMAK in April 2018 as deputy head of portfolio management for the firm’s global multi asset team based in Vienna. Prior to that, he worked at Erste Asset Management as a senior
fund manager on the multi asset management team, where he worked from September 2016 to March 2018. Wurzer previously worked at MIMAK from January 2007 to August 2016, leaving the firm as senior investment manager on the global multi
asset team. He graduated from University of Applied Sciences Wiener Neustadt with a master’s degree. Wurzer is a lecturer for asset allocation, quantitative finance, portfolio, and risk management at several educational institutions.
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●
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MIMAK expresses its asset allocation convictions across 25 directional, relative asset class decisions (pairwise views). The pairwise approach allows MIMAK to uniquely focus on the direction, rather than
the degree, of returns. The result of this approach is to deliver an optimal asset allocation construct in the current and projected economic environment. Furthermore, proprietary tools deliver additional insights that provide unique
inputs into fundamental decision making.
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●
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MIMAK will utilize the same asset allocation strategy for DDF as for the Fund Complex’s other asset allocation funds and has generated favorable historical performance returns managing similar funds.
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●
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MIMAK plans to implement a more dynamic asset-allocation framework to maintain a stable level of portfolio risk over time. The framework is intended to reduce riskier assets in times of market volatility
and provide additional downside protection.
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●
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MIMGL MSI has a history of targeting consistent outperformance through systematic strategies and through a multi-factor investment approach to smooth returns. The Board has previously approved MIMGL as a
sub-advisor to the Delaware equity funds to provide equity trading and quantitative support.
|
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●
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MIMGL MSI’s quantitative approach to investing is designed to systematically exploit investor biases, which may result in better market insights.
|
|
●
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MIMGL MSI’s exposure to quality tends to provide lower downside capture and utilizes a ‘style neutral’ approach designed to deliver consistent outperformance throughout the investment horizon, especially
compared to the traditional value- and/or growth- biased type of investment strategies in the market. ‘Style neutral’ has the potential to remove the impact of significant value/growth, large/small caps cycles or global macro forces at
play in the market.
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Fund
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Fiscal Year End
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Audit Fees
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Non-Audit Fees
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Audit Related Fees(1)
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Tax Fees(2)
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All Other
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Delaware Investments Dividend and Income Fund, Inc.
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11/30/19
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$37,830
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$-
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$7,611
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$-
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11/30/18
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$37,090
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$-
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$5,737
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$-
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Delaware Enhanced Global Dividend and Income Fund
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11/30/19
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$37,830
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$-
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$9,371
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$-
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11/30/18
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$37,090
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$-
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$5,737
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$-
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Delaware Investments Colorado Municipal Income Fund, Inc.
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3/31/20
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$39,200
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$-
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$3,500
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$-
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3/31/19
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$38,430
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$-
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$4,728
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$-
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Delaware Investments National Municipal Income Fund
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3/31/20
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$39,200
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$-
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$3,500
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$-
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3/31/19
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$38,430
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$-
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$4,728
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$-
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Delaware Investments Minnesota Municipal Income Fund II, Inc.
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3/31/20
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$39,200
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$-
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$3,500
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$-
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3/31/19
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$38,430
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$-
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$4,728
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$-
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Covered Entities
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11/30/19
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$-
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$909,000
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$-
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$-
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11/30/18
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$-
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$640,000
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$-
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$-
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3/31/20
|
$-
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$909,000
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$-
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$-
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3/31/19
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$-
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$640,000
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$-
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$-
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Fund
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Cost of Proposal 1
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Cost of Proposal 2
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Cost of Proposal 3
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DDF
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Approx. [$9,000 - $10,000]
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N/A
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[Approx. $39,000 - $45,000]
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DEX
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Approx. [$5,000 - $6,000]
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[Approx. $33,000 - $50,000]
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N/A
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VMM
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Approx. [$5,000 - $7,000]
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N/A
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N/A
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VCF
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Approx. [$5,000 - $7,000]
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N/A
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N/A
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VFL
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Approx. [$5,000 - $7,000]
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N/A
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N/A
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Delaware Investments Dividend and Income Fund, Inc.
|
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Common Shares
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[7,688,159.00]
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Delaware Enhanced Global Dividend and Income Fund
|
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Common Shares
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[12,007,336.00]
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Delaware Investments Colorado Municipal Income Fund, Inc.
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Common Shares
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[4,837,100.00]
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Preferred Shares
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[300.00]
|
Delaware Investments National Municipal Income Fund
|
|
Common Shares
|
[4,528,443.51]
|
Preferred Shares
|
[300.00]
|
Delaware Investments Minnesota Municipal Income Fund II, Inc.
|
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Common Shares
|
[11,504,975.09]
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Preferred Shares
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[750.00]
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Fund
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Name and Address
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Class of Shares
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Number of Shares
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Percent of Outstanding Shares
|
Delaware Enhanced Global Dividend and Income Fund
|
[Rivernorth Capital Management, LLC
325 N. LaSalle St
Suite 645
Chicago, IL 60654-7030]
|
Common Shares
|
[968,107]
|
[8.06]%
|
Delaware Enhanced Global Dividend and Income Fund
|
[First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187]
|
Common Shares
|
[891,810]
|
[7.43]%
|
Delaware Investments Colorado Municipal Income Fund, Inc.
|
Toronto Dominion Investments, Inc.
31 West 52nd St
New York, NY 10019
|
Preferred Shares
|
[300]
|
[100.00]%
|
Delaware Investments National Municipal Income Fund
|
MacKay Shields LLC
1345 Avenue of Americas
New York, NY 10105
|
Common Shares
|
[256,199]
|
[5.66]%
|
Delaware Investments National Municipal Income Fund
|
Toronto Dominion Investments, Inc.
31 West 52nd St
New York, NY 10019
|
Preferred Shares
|
[300]
|
[100.00]%
|
Delaware Investments Minnesota Municipal Income Fund II, Inc.
|
Toronto Dominion Investments, Inc.
31 West 52nd St
New York, NY 10019
|
Preferred Shares
|
[750]
|
[100.00]%
|
Name, Address, and Birthdate
|
Position(s) Held with the Funds
|
Length of Time Served
|
Principal Occupation(s) During the Past Five Years
|
David F. Connor
2005 Market Street
Philadelphia, PA 19103
December 1963
|
Senior Vice President, General Counsel, and Secretary
|
Senior Vice President since May 2013; General Counsel since May 2015; Secretary since October 2005
|
David F. Connor has served in various capacities at different times at Macquarie Investment Management.
|
Daniel V. Geatens
2005 Market Street
Philadelphia, PA 19103
October 1972
|
Vice President and Treasurer
|
Vice President and Treasurer since October 2007
|
Daniel V. Geatens has served in various capacities at different times at Macquarie Investment Management.
|
Richard Salus
2005 Market Street
Philadelphia, PA 19103
October 1963
|
Senior Vice President and Chief Financial Officer
|
Senior Vice President and Chief Financial Officer since November 2006
|
Richard Salus has served in various capacities at different times at Macquarie Investment Management.
|
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.
|
|
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COMBINED PROXY STATEMENT
|
|
Notice of Joint Annual Meeting of Shareholders
|
|
SEPTEMBER 18, 2020
|
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