abrdn National Municipal Income Fund DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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	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.
	(Name of Registrant as Specified In Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

Important notice regarding the availability of proxy materials for the shareholder
meeting to be held on August 21, 2019: this proxy statement is available at
delawarefunds.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 Macquarie Investment Management (formerly, 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, 26^thFloor, Philadelphia, Pennsylvania 19103 on Wednesday, August 21, 2019 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 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;

2.		For Delaware Enhanced Global Dividend and Income Fund only: To approve sub-advisory agreements between Delaware Management Company and each of Macquarie Investment Management Europe Limited, Macquarie Investment Management Global Limited, Macquarie Investment Management Austria Kapitalanlage AG, and Macquarie Funds Management Hong Kong Limited;

3.		For Delaware Investments Dividend and Income Fund, Inc. only: To approve sub-advisory agreements between Delaware Management Company and each of Macquarie Investment Management Europe Limited, Macquarie Investment Management Global Limited, and Macquarie Investment Management Austria Kapitalanlage AG; and

4.		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.

Richard Salus
Senior Vice President and Chief Financial Officer

July 15, 2019

2005 Market Street
Philadelphia, PA 19103
1-866-437-0252

COMBINED PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 21, 2019

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 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, and Delaware Investments Minnesota Municipal Income Fund II, Inc. (each, individually, a “Fund” and, collectively, the “Funds”) is soliciting your proxy to be voted at the Joint Annual Meeting of Shareholders to be held on Wednesday, August 21, 2019, at 4:00 p.m., Eastern time, at the offices of Stradley Ronon Stevens & Young, LLP located at One Commerce Square, 2005 Market Street, 26^thFloor, 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, if applicable, and if you are a shareholder of Delaware Enhanced Global Dividend and Income Fund or Delaware Investments Dividend and Income Fund, Inc., your shares will be voted “FOR” Proposals 2 or 3 (the “Sub-advisor Proposals”), respectively, in accordance with the recommendation of the Board. The proposals are not contingent on one another. 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 Macquarie Investment Management 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 July 10, 2019 (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 15, 2019.

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. A proxy solicitor is being used. The Funds’ investment advisor, Delaware Management Company (“DMC”), will bear the cost for this service as it relates to the Sub-advisor Proposals. The Funds will split evenly the expenses associated with the election of the Directors. Subject to the foregoing, 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 a Fund has both common and preferred shareholders, with the following three exceptions. 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 (the “Preferred Share 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 Fund’s 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 Preferred Share Directors. In the event that a quorum is not present or if sufficient votes are not received consistent with the Board’s recommendation regarding a 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.Broker non-votes occur when a meeting has (1) a “routine” proposal, such as the election of Directors in Proposal 1, where the applicable stock exchange permits brokers to vote their clients’ shares in their discretion, and (2) a “non-routine” proposal, such as the Sub-advisor Proposals, where the applicable exchange does not permit brokers to vote their clients’ shares in their discretion. The shares that are considered to be present as a result of the broker discretionary vote on the routine proposal but that are not voted on the non-routine proposal are called “broker non-votes.” Abstentions and broker non-votes will be included for purposes of determining whether a quorum is present for each Fund at the Meeting and will be treated as votes present at the Meeting, but will not be treated as votes cast. Therefore, abstentions and broker non-votes may have the same effect as a vote “against” the Sub-advisor Proposals, but will not have an effect on Proposal 1, which requires a plurality of votes cast for approval.

Copies of each Fund’s most recent annual report and semi-annual report, including financial statements, have previously been delivered to shareholders. Copies of these reports are available upon request, at no charge, by writing the Funds at the address shown on the top of the first page of this Combined Proxy Statement, by calling toll-free (866) 437-0252, or through the Funds’ website at delawarefunds.com.

PROPOSAL 1: 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, 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. All of the nominees have previously been elected by Fund shareholders, with the exception of Mr. Abernathy and Ms. Wood. Mr. Abernathy and Ms. Wood were appointed to the Board of each Fund in January 2019.

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 Preferred Share Directors, and the remaining Directors are to be elected by the holders of the Preferred Shares and Common Shares voting together. The nominees for Preferred Share Directors of the Municipal Funds are Ann D. Borowiec and Joseph W. Chow.

INFORMATION ON THE NOMINEES

				Number
				of Funds	Other
			Principal	in Fund	Directorships
	Position(s)		Occupation(s)	Complex	Held by Director
Name, Address,	Held with	Length of	During the Past	Overseen	During the Past
and Birthdate	the Funds	Time Served	Five Years	by Director	Five Years
*Interested Director*

Shawn K. Lytle¹	President,	Director since	President —	59	Trustee — UBS
2005 Market Street	Chief	September	Macquarie		Relationship Funds,
Philadelphia, PA	Executive	2015	Investment		SMA Relationship
19103	Officer,		Management²(June		Trust, and UBS
	and	President	2015–Present)		Funds (May 2010–
February 1970	Director	and Chief			April 2015)
		Executive	Regional Head of
		Officer since	Americas — UBS
		August 2015	Global Asset
			Management (April
			2010–May 2015)

*Independent Directors*

Thomas L. Bennett	Chair and	Director since	Private Investor —	59	None
2005 Market Street	Director	March 2005	(March 2004–
Philadelphia, PA			Present)
19103		Chair since
		March 2015
October 1947

Jerome D.	Director	Since January	Managing Member,	59	None
Abernathy		2019	Stonebook Capital
2005 Market Street			Management, LLC
Philadelphia, PA			(financial technology;
19103			macro factors and
			databases) (January
			1993-Present)

Ann D. Borowiec	Director	Since March	Chief Executive	59	Director —
2005 Market Street		2015	Officer, Private		Banco Santander
Philadelphia, PA			Wealth Management		International
19103			(2011–2013) and		(October 2016–
			Market Manager,		Present)
November 1958			New Jersey
			Private Bank —		Director —
			J.P. Morgan Chase &		Santander Bank
			Co. (2005-2011)		N.A. (December
					2016–Present)

				Number
				of Funds	Other
			Principal	in Fund	Directorships
	Position(s)		Occupation(s)	Complex	Held by Director
Name, Address,	Held with	Length of	During the Past	Overseen	During the Past
and Birthdate	the Funds	Time Served	Five Years	by Director	Five Years
*Independent Directors* *(continued)*

Joseph W. Chow	Director	Since January	Private investor	59	Director and
2005 Market Street		2013	(April 2011–Present)		Audit Committee
Philadelphia, PA					Member — Hercules
19103					Technology Growth
					Capital, Inc. (July
January 1953					2004–July 2014)

John A. Fry	Director	Since January	President — Drexel	59	Director;
2005 Market Street		2001	University (August		Compensation
Philadelphia, PA			2010–Present)		Committee and
19103					Governance
			President —		Committee Member
May 1960			Franklin & Marshall		— Community
			College (July 2002–		Health Systems
			June 2010)		(May 2004-Present)

					Director — Drexel
					Morgan & Co.
					(2015-Present)

					Director; Audit
					Committee — vTv
					Therapeutics LLC
					(2017-Present)

					Director; Audit
					Committee Member
					— FS Credit Real
					Estate Income Trust,
					Inc. (2018-Present)

Lucinda S.	Director	Since March	Private Investor	59	None
Landreth		2005	(2004–Present)
2005 Market Street
Philadelphia, PA
19103

June 1947

				Number
				of Funds	Other
			Principal	in Fund	Directorships
	Position(s)		Occupation(s)	Complex	Held by Director
Name, Address,	Held with	Length of	During the Past	Overseen	During the Past
and Birthdate	the Funds	Time Served	Five Years	by Director	Five Years
*Independent Directors(continued)***

Frances A.	Director	Since	Private Investor	59	Trust Manager and
Sevilla-Sacasa		September	(January 2017–		Audit Committee
2005 Market Street		2011	Present)		Member — Camden
Philadelphia, PA					Property Trust
19103			Chief Executive		(August 2011–
			Officer — Banco		Present)
January 1956			Itaú International
			(April 2012–		Director – Carrizo
			December 2016)		Oil & Gas, Inc.
					(March 2018–
			Executive Advisor		Present)
			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)

				Number
				of Funds	Other
			Principal	in Fund	Directorships
	Position(s)		Occupation(s)	Complex	Held by Director
Name, Address,	Held with	Length of	During the Past	Overseen	During the Past
and Birthdate	the Funds	Time Served	Five Years	by Director	Five Years
*Independent Directors(continued)***

Thomas K.	Director	Since January	Vice Chairman	59	Director — HSBC
Whitford		2013	(2010–April 2013)—		North America
2005 Market Street			PNC Financial		Holdings Inc.
Philadelphia, PA			Services Group		(December 2013–
19103					Present)

					Director — HSBC
March 1956					USA, Inc. (July
					2014–Present)

					Director —
					HSBC Bank
					USA, National
					Association (July
					2014–March 2017)

					Director — HSBC
					Finance Corporation
					(December 2013–
					April 2018)

Christianna Wood	Director	Since January	Chief Executive	59	Director — H&R
2005 Market Street		2019	Officer and President		Block Corporation
Philadelphia, PA			— Gore Creek		(July 2008-Present);
19103			Capital, Ltd. (August		Director —
			2009–Present)		Grange Insurance
August 1959					(2013-Present);
					Trustee— 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)

				Number
				of Funds	Other
			Principal	in Fund	Directorships
	Position(s)		Occupation(s)	Complex	Held by Director
Name, Address,	Held with	Length of	During the Past	Overseen	During the Past
and Birthdate	the Funds	Time Served	Five Years	by Director	Five Years
*Independent Directors* *(continued)*

Janet L. Yeomans	Director	Since April	Vice President and	59	Director
2005 Market Street		1999	Treasurer		(2009-2017);
Philadelphia, PA			(January 2006–		Personnel and
19103			July 2012)		Compensation
			Vice President		Committee
July 1948			— Mergers &		Chair; Member
			Acquisitions		of Nominating,
			(January 2003–		Investments, and
			January 2006),		Audit Committees
			and Vice President		for various periods
			and Treasurer		throughout
			(July 1995–		directorship —
			January 2003) —		Okabena Company
			3M Company

____________________


1	Shawn K. Lytle is considered to be an “Interested Director” because he is an executive officer of the Funds’ investment advisor.

2	Macquarie Investment Management is the marketing name for Macquarie Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor and transfer agent.

The following table shows each Director’s ownership of shares of each Fund and of all other funds in the Delaware Funds^®by Macquarie (the “Fund Complex”) as of March 31, 2019.

		Aggregate Dollar Range of
	Dollar Range of	Equity Securities¹in All Registered
	Equity Securities in	Investment Companies Overseen by
Name of Director	each Fund	Director in Fund Complex
Interested Director
Shawn K. Lytle	None	$50,001–$100,000
Independent Directors
Jerome D. Abernathy	None	None
Thomas L. Bennett	None	Over $100,000
Ann D. Borowiec	None	Over $100,000
Joseph W. Chow	None	Over $100,000
John A. Fry	None	Over $100,000
Lucinda S. Landreth	None	Over $100,000
Frances A. Sevilla-Sacasa	None	Over $100,000
Thomas K. Whitford	None	Over $100,000
Christianna Wood	None	None
Janet L. Yeomans	None	Over $100,000

____________________


1	The ranges for equity securities ownership by each Director are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.

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 Chair.Mr. Bennett serves as the Board’s Chair. As fund governance best practices have evolved, more and more fund boards have opted to have an independent director serve as chair. Among other reasons, the Board selected Mr. Bennett as Chair due to his substantial financial industry experience and his tenure on the Board. As the Chair, Mr. Bennett, 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. Mr. Bennett also conducts meetings of the Independent Directors. He also generally serves as a liaison among outside Directors, Fund officers, and legal counsel, and is an ex officio member of the Nominating and Corporate Governance Committee.

Size and Composition of Board.The Board is currently comprised of eleven Directors. Ten of the eleven Directors are independent. 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 comprises 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. In order to ensure that Board membership will be refreshed from time to time, the Board has adopted a mandatory retirement age of 75 for Directors. As a result, a Director may serve until December 31 of the calendar year in which such Director reaches the age of 75. At the discretion of the other Directors, active service for a particular Director may be extended for a limited period of time beyond a Director’s normal retirement date.

Board Meetings.Each Municipal Fund held five Board meetings during its last fiscal year, ended March 31, 2019. Delaware Investments Dividend and Income Fund, Inc. (“DDF”) and Delaware Enhanced Global Dividend and Income Fund (“DEX”) held six Board meetings during their last fiscal year, ended November 30, 2018. 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 annual meeting of each of the Funds held on August 16, 2018. No Directors were present at DEX’s annual meeting held on August 22, 2018.

Board Committees.The Board has established several committees, each of which focuses on a particular substantive area and provides reports and recommendations to the full Board. The committee structure enables the Board to manage efficiently and effectively the large volume of information relevant to the Board’s oversight of the Funds. The committees benefit from the professional expertise of their members. At the same time, membership on a committee enhances the expertise of its members and benefits the overall effectiveness of the Board.

Each Fund has an Audit Committee that monitors accounting and financial reporting policies, practices and internal controls for the Fund. It also oversees the quality and objectivity of the Fund’s financial statements and the independent

audit thereof, and acts as a liaison between the Fund’s independent registered public accounting firm and the full Board. The Audit Committee of each Fund consists of the following Independent Directors appointed by the Board: Thomas K. Whitford, Chair; John A. Fry; Lucinda S. Landreth; Christianna Wood; and Janet Yeomans. 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 American (“NYSE American”) (formerly the NYSE MKT). Members of the Audit Committee serve for one-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, 2018, and four meetings for the Municipal Funds for the fiscal year ended March 31, 2019. The Board of each Fund has adopted a written charter for the Fund’s Audit Committee, which is available on the Funds’ website at delawarefunds.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 comprises all of the Fund’s Independent Directors. The Independent Directors Committee held four meetings during the fiscal year ended November 30, 2018 for DDF and DEX, and four meetings for the Municipal Funds for the fiscal year ended March 31, 2019.

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 Funds by the Funds’ investment advisor as well as any sub-advisors; (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 advisor regarding investment performance, portfolio risk and expenses and to suggest changes to such reports. The Investments Committee consists of the following Directors: Janet L. Yeomans, Chair; Jerome Abernathy; Ann D. Borowiec; Joseph W. Chow; and Lucinda S. Landreth. The Investments Committee held four meetings during the fiscal year ended November 30, 2018 for DDF and DEX, and five meetings for the Municipal Funds for the fiscal year ended March 31, 2019.

Each Fund’s 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 five Independent Directors appointed by the Board: Frances A. Sevilla-Sacasa, Chair; Thomas L. Bennett (ex officio); Ann D. Borowiec; and Joseph W. Chow, all of whom meet the independence requirements set forth in the listing standards of the NYSE and NYSE American. The Nominating Committee recommends nominees for Independent Directors for consideration by the incumbent Independent Directors of each Fund, and the Nominating Committee recommends nominees for Interested Directors for consideration by the full Board of each Fund. The Nominating Committee held five meetings during the fiscal year ended November 30, 2018 for DDF and DEX, and five meetings for the Municipal Funds for the fiscal year ended March 31, 2019. Each Fund’s Board has adopted a formal charter for the Nominating Committee setting forth its responsibilities, which is available on the Funds’ website at delawarefunds.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 Funds^®by Macquarie 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 candidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board.

In reaching its determination that an individual should serve or continue to serve as a Director of a Fund, the Nominating Committee considers, in light of the Fund’s business and structure, the individual’s experience, qualifications, attributes and skills (the “Selection Factors”). No one Selection Factor is determinative, but some of the relevant factors that have been considered include: (i) the Director’s business and professional experience and accomplishments, including prior experience in the financial services industry or on other boards; (ii) the ability to work effectively and collegially with other people; and (iii) how the Director’s background and attributes contribute to the overall mix of skills and experience on the Board as a whole.

Board Diversity Disclosure

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. The Board believes that it generally benefits from diversity among its members and has adopted a diversity policy. In the evaluation of Director candidates,

the Board believes that diversity with respect to factors such as background, education, experience, skills, differences of viewpoint, race, gender, national origin, and other factors that contribute to the Board’s having an appropriate range of expertise, talents, experiences and viewpoints is an important consideration in the Board’s composition. In addition to discussing diversity considerations in connection with the evaluation of each candidate for Board membership, the Board requests that the Nominating and Corporate Governance Committee discuss diversity considerations on a periodic basis in connection with the composition of the Board as a whole.

Director Qualifications

In evaluating and selecting candidates for the Board, the Board intends to seek individuals who will serve the best interests of the Funds’ shareholders and whose attributes will, among other factors, also complement the experience, skills and diversity of the other Directors and add to the overall effectiveness of the Board. In the evaluation of such candidates, the Board believes that diversity with respect to factors such as background, education, experience, skills, differences of viewpoint, race, gender, national origin, and other factors that contribute to the Board’s having an appropriate range of expertise, talents, experiences and viewpoints is an important consideration in the Board’s composition. In addition to discussing diversity considerations in connection with the evaluation of each candidate for Board membership, the Board requests that the Nominating 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.

Jerome D. Abernathy.Mr. Abernathy has over 30 years of experience in the investment management industry. In selecting him to serve on the Board, the Independent Directors of the Funds noted and valued his extensive experience as a chief investment officer, director of research, trader, and analytical proprietary trading researcher. Mr. Abernathy received a B.S. in electrical engineering from Howard University and a Ph.D. in electrical engineering and computer science from Massachusetts Institute of Technology. Mr. Abernathy has served on the Board since January 2019.

Thomas L. Bennett.Currently the Board’s Chair, Mr. Bennett has over 30 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, nonprofit organizations and for-profit companies. He has an M.B.A. from the University of Cincinnati. Mr. Bennett has served on the Board since March 2005.

Ann D. Borowiec.Ms. Borowiec has over 25 years of experience in the banking and wealth management industry. Ms. Borowiec also serves as a board member on several nonprofit organizations. In nominating her to the Board in 2015, the Independent Directors of the Funds found that her experience as a Chief Executive Officer in the private wealth management business at a leading global asset manager and private bank, including the restructuring of business lines and defining client recruitment strategies, complemented the skills of existing board members. Her experience would also provide additional oversight skill in the area of fund distribution. Ms. Borowiec holds a B.B.A. from Texas Christian University and an M.B.A. from Harvard University. Ms. Borowiec has served on the Board since March 2015.

Joseph W. Chow.Mr. Chow has over 30 years of experience in the banking and financial services industry. In electing him in 2013, the Independent Directors of the Funds found that his extensive experience in business strategy in non-US markets complemented the skills of existing Board members and also reflected the increasing importance of global financial markets in investment management. The Independent Directors also found that Mr. Chow’s management responsibilities as a former Executive Vice President of a leading global asset servicing and investment management firm as well as his experience as Chief Risk and Corporate Administration Officer would add helpful oversight skills to the Board’s expertise. Mr. Chow holds a B.A. degree from Brandeis University and M.C.P. and M.S. in Management degree from MIT. Mr. Chow has served on the Board since January 2013.

John A. Fry.Mr. Fry has over 30 years of experience in higher education. He has served in senior management for three major institutions of higher learning including serving as president of a leading research university. Mr. Fry has also served as a board member of many nonprofit 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.

Lucinda S. Landreth.Ms. Landreth has over 35 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 nonprofit institutions. In addition to holding a B.A. from Wilson College, she is a Chartered Financial Analyst. Ms. Landreth has served on the Board since March 2005.

Frances A. Sevilla-Sacasa.Ms. Sevilla-Sacasa has over 30 years of experience in banking and wealth management. In electing her in 2011, the Independent Directors of the Funds 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 US. The Independent Directors also found that Ms. Sevilla-Sacasa’s 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 Board’s expertise, and her extensive nonprofit 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 from the University of Miami and Thunderbird School of Global Management, respectively. Ms. Sevilla-Sacasa has served on the Board since September 2011.

Thomas K. Whitford.Mr. Whitford has over 25 years of experience in the banking and financial services industry, and served as Vice Chairman of a major banking, asset management, and residential mortgage banking institution. In electing him in 2013, the Independent Directors of the Funds found that Mr. Whitford’s senior management role in wealth management and experience in the mutual fund servicing business would provide valuable current management and financial industry insight, in particular, and complemented the skills of existing Board members. The Independent Directors also found that his senior management role in integrating company acquisitions, technology and operations and his past role as Chief Risk Officer would add a helpful oversight skill to the Board’s expertise. Mr. Whitford holds a B.S. degree from the University of Massachusetts and an M.B.A. degree from The Wharton School of the University of Pennsylvania. Mr. Whitford has served on the Board since January 2013.

Christianna Wood.Ms. Wood has over 30 years of experience in the investment management industry. In selecting her to serve on the Board, the Independent Directors of the Funds noted and valued her significant portfolio management, corporate governance and audit committee experience. Ms. Wood received a B.A. in economics from Vassar College and an M.B.A. in finance from New York University. Ms. Wood has served on the Board since January 2019.

Janet L. Yeomans.Ms. Yeomans has over 28 years of business experience with a large global diversified manufacturing company, including service as Treasurer for this company. In this role, Ms. Yeomans had significant broad-based financial experience, including global financial risk-management and mergers and acquisitions. She served

as a board member of a for-profit company and also is a current board member of a hospital and a public university system. She holds degrees in mathematics and physics from Connecticut College, an M.S. in mathematics from Illinois Institute of Technology, and an M.B.A. from the University of Chicago. Ms. Yeomans has served on the Board since April 1999.

Shawn K. Lytle.Mr. Lytle has over 20 years of experience in the investment management industry. He has been the president of Macquarie Investment Management – Americas since June 2015, and he is responsible for all aspects of the firm’s business. Prior to that time, Mr. Lytle served in various executive management, investment management, and distribution positions at two major banking institutions. He holds a B.A. degree from The McDonough School of Business at Georgetown University. Mr. Lytle has served on the Board since September 2015. Mr. Lytle serves on the board of directors of the National Association of Securities Professionals (NASP), the Sustainability Accounting Standards Board, and he is a member of the board of governors for the Investment Company Institute (ICI). In November 2017, Mr. Lytle was named to the Black Enterprise list of “Most Powerful Executives in Corporate America.”

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 advisor, 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 Funds and its service providers; and (7) requiring management’s periodic presentations on specified risk topics.

The Directors perform this risk oversight function throughout the year in connection with each quarterly Board meeting. The Directors routinely discuss certain risk-management topics with Fund management at the Board level and also through the standing committees of the Board. In addition to these recurring risk-management discussions, Fund management raises other specific risk-management issues relating to the Funds with the Directors at Board and committee meetings. When discussing new product initiatives with the Board, Fund management also discusses risk – either

the risks associated with the new proposals or the risks that the proposals are designed to mitigate. Fund management also provides periodic presentations to the Board to give the Directors a general overview of how the Funds’ investment advisor 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 advisor’s 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 Board’s 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 Board’s approach to risk oversight will be able to minimize or even mitigate any particular risk. Each Fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.

Board Compensation.Each Independent Director receives: (i) an annual retainer fee of $200,000 for serving as a Director for all 26 investment companies in the Macquarie Investment Management family of funds (59 funds in the complex), plus $14,000 per meeting for attending each Board Meeting in person held on behalf of all investment companies in the complex; and (ii) a $3,000 fee for attending telephonic board meetings on behalf of the investment companies in the complex. The committee members and committee/board chairs also receive the following fees: (i) members of the Nominating Committee, Audit Committee, and Investments Committee will receive additional compensation of up to $5,200 for each Committee meeting attended; (ii) the Chair for each of the Audit Committee, the Investments Committee, and the Nominating Committee receives an annual retainer of $25,000; and (iii) the Board Chair will receive an additional annual retainer of $80,000. Thomas L. Bennett, John A. Fry, Frances Sevilla-Sacasa, and Joseph W. Chow each received a one-time payment of $20,000 in 2018 to compensate them for their work in identifying and interviewing new Directors for the Board.

The following table sets forth the compensation received by each Director from the Funds and the total compensation received from the Fund Complex as a whole during the twelve months ended April 30, 2019. Mr. Lytle is not compensated by the Funds for his service as Director.

		Total Compensation
	Aggregate	from the Investment
	Compensation from the	Companies in the Fund
Director	Funds	Complex
Jerome D. Abernathy¹	$871	$89,667
Thomas L. Bennett (Chair)	$4,161	$412,833
Ann D. Borowiec	$2,826	$280,167
Joseph W. Chow	$3,331	$330,333
John A. Fry	$3,194	$316,833
Lucinda S. Landreth	$3,011	$298,167
Frances A. Sevilla-Sacasa	$3,155	$313,000
Thomas K. Whitford	$2,958	$293,000
Christianna Wood¹	$873	$89,667
Janet L. Yeomans	$3,263	$323,167

____________________


1	Mr. Abernathy and Ms. Wood were appointed to the Board effective January 1, 2019.

Officers.The following individuals are executive officers of one or more of the Funds: David F. Connor, Daniel V. Geatens, and Richard Salus. Exhibit C includes certain information concerning these officers. The shares of each Fund that are owned by the executive officers as a group is less than one percent as of July 10, 2019. In addition, to the knowledge of the Funds’ management, the Directors and officers of the Funds owned, as a group, less than one percent of the outstanding shares of each class of the Funds as of July 10, 2019.

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 advisor. The Funds believe that these requirements were met for each Fund’s last fiscal year, with the exception of DEX for one late Form 3 filing made on behalf of a Fund officer.

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 Preferred Share Directors, in addition to the right to vote for the remaining Directors together with the holders of the Common Shares.

The Preferred Share Director nominees are Ann D. Borowiec and Joseph W. Chow. Provided that a quorum is present at the Meeting, either in person or by proxy, the following votes are required to elect each Fund’s Board.

	Proposal
	Election of Directors
FUND	Abernathy, Bennett, Fry,	Borowiec and Chow
	Landreth, Lytle, Sevilla-Sacasa,
	Yeomans, Wood, and Whitford
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

PROPOSAL 2: TO APPROVE SUB-ADVISORY AGREEMENTS
WITH MIMEL, MIMGL, MIMAK, AND MFMHKL
(Delaware Enhanced Global Dividend and Income Fund only)

Proposal 2 relates solely to shareholders of DEX. DMC seeks to collaborate with its affiliates, Macquarie Investment Management Europe Limited (“MIMEL”), Macquarie Investment Management Global Limited (“MIMGL”), Macquarie Investment Management Austria Kapitalanlage AG (“MIMAK”), and Macquarie Funds Management Hong Kong Limited (“MFMHKL”), each a registered investment advisor with the SEC, in its management of DEX. This collaboration would include the ability to delegate to these affiliates specific execution of DEX’s fixed income strategy from time to time in DMC’s sole discretion. If approved by shareholders, MIMEL, DMC’s United Kingdom domiciled affiliate; MIMGL, DMC’s Australian domiciled affiliate; and MIMAK, DMC’s Austrian domiciled affiliate, will provide investment recommendations, discuss strategy, and share investment ideas, including with respect to specific securities, on a regular basis for consideration and evaluation by DMC’s fixed income portfolio managers and when directed by DMC, will provide investment discretion and trading with respect to the implementation of certain strategies. MIMGL will also provide quantitative support for DMC’s management of DEX’s equity securities and, along with MFMHKL, DMC’s Hong Kong domiciled affiliate, will provide equity research and equity trading capabilities to facilitate a “follow-the-sun” trading model. This will allow Fund trades to be executed by local traders during their market’s business hours.

DMC will continue to serve as DEX’s investment advisor, and DMC’s current portfolio managers will continue to have ultimate portfolio management discretion over DEX. DEX’s investment objectives, policies, and limitations will not change in connection with this Proposal. While DMC and DEX’s portfolio managers will continue to drive DEX’s strategy and investment process and be responsible for the day-to-day management of DEX’s portfolio, DMC will be able to delegate portions of the implementation of DEX’s fixed income strategy to MIMEL, MIMGL, and MIMAK, and utilize MIMGL and MFMHKL for trading of equity securities.

Factors relating to the Board’s approval of MIMEL, MIMGL, MIMAK, and MFMHKL to serve as sub-advisors to DEX

Following is a discussion of the factors considered by the Board in approving the sub-advisory agreements between DMC and each of MIMEL, MIMGL, MIMAK, and MFMHKL. In evaluating the proposed sub-advisory agreements, the Board, including a majority of the Independent Directors, made a separate finding that the sub-advisory agreements are in the best interests of DEX and its shareholders, and do not involve a conflict of interest from which any of DMC, MIMEL, MIMGL, MIMAK, or MFMHKL derives an inappropriate advantage.

Nature, extent, and quality of services to be provided under the proposed sub-advisory agreements

The Board considered the nature, quality, and extent of services that MIMEL, MIMGL, MIMAK, and MFMHKL each would provide as a sub-advisor to DEX. The Trustees took into account the investment process to be employed by MIMEL, MIMGL, and MIMAK in connection with each sub-advisor’s collaboration with DMC in managing DEX, and the qualifications and experience of MIMEL, MIMGL, and MIMAK’s teams with regard to implementing DEX’s investment mandate. The Board also considered MIMGL’s and MFMHKL’s trading capabilities in order to enhance the investment advisory services DMC provides to DEX. The Board reflected upon how the appointment of MIMEL, MIMGL, MIMAK, and MFMHKL would facilitate real-time access to local markets across the three major time zones (Asia, Europe, Americas) as well as the potential for collaboration on asset classes managed in these locations. The Board believes that this global coverage will be beneficial for DEX, as it translates into potentially more resources and diversity of viewpoints that could assist in the management of DEX. The Board considered each of MIMEL, MIMGL, MIMAK, and MFMHKL’s organization, personnel, and operations. The Trustees also considered Management’s review and recommendation process with respect to MIMEL, MIMGL, MIMAK, and MFMHKL, and Management’s favorable assessment as to the nature, quality, and extent of the sub-advisory services expected to be provided by MIMEL, MIMGL, MIMAK, and MFMHKL to DEX. Based on their consideration and review of the foregoing factors, the Board concluded that the

nature, quality, and extent of the sub-advisory services to be provided by MIMEL, MIMGL, MIMAK, and MFMHKL as well as MIMEL, MIMGL, MIMAK, and MFMHKL’s ability to render such services based on its experience, organization and resources, were appropriate for the Fund, in light of DEX’s investment objectives, strategies, and policies.

In discussing the nature of the services proposed to be provided by the sub-advisors, several Board members observed that, unlike traditional sub-advisors, who make the investment-related decisions with respect to the sub-advised portfolio, the relationship contemplated in this case is more like a collaborative effort between the advisor and sub-advisors and a cross-pollination of investment ideas. Moreover, the Board noted the advisor’s and sub-advisors’ stated intention that the former retain the decision-making authority with respect to purchases and sales of securities in DEX.

About MIMEL, MIMGL, MIMAK, and MFMHKL

Like DMC, MIMEL, MIMGL, MIMAK and MFMHKL are investment advisory entities within Macquarie Investment Management (“MIM”), which is a division of Macquarie Asset Management (“MAM”). MAM is Macquarie Group’s funds management business. MAM is a full-service asset manager, offering a diverse range of capabilities and products including infrastructure and real asset management, securities investment management and structured access to funds, equity-based products, and alternative assets.

MIMofferssecurities investment management capabilities across a number of asset classes including fixed income, currencies, equities, infrastructure securities, private markets, hedge funds, and multi-asset allocation solutions. MIM delivers a full-service offering to both institutional and retail clients in Australia and the US with selective offerings in other regions.

1. MIMEL

MIMEL is a U.K. incorporated entity authorized and regulated by the Financial Conduct Authority and the SEC. The Macquarie Investment Management Fixed Income and Currency team located in the U.K. forms part of MIMEL. MIMEL is an affiliate of DMC and a part of Macquarie Investment Management. As of December 31, 2018, Macquarie Investment Management managed more than $234.5 billion in assets for institutional and individual clients.

2. MIMGL

MIMGL is an Australian incorporated entity with an Australian Financial Services License and is registered with the SEC.

MIMGL provides investment advisory services for mandates managed across a range of asset classes. Macquarie Fixed Income (MFI) forms part of MIMGL and is the team responsible for managing cash, fixed income, currency and derivatives mandates. The MFI team has been managing fixed income assets since 1980, launching Australia’s first cash management trust.

The Macquarie Systematic Investment team (MSI) is part of MIMGL and will provide quantitative support to DEX’s equity investments. MSI is made up of portfolio managers and a team of quantitative analysts. Portfolio managers and analysts have varied backgrounds, including engineering, computer science and mathematics. MSI has a strong track record of managing quantitative strategies, having managed such portfolios since the late 1980’s. With respect to equity trading, MIMGL also has equity traders supporting the Asian Listed Equities team, the Systematic Investment team and the Global Listed Infrastructure team. MIMGL is an affiliate of DMC and a part of Macquarie Investment Management. As of December 31, 2018, Macquarie Investment Management managed more than $234.5 billion in assets for institutional and individual clients.

3. MIMAK

MIMAK is located at Kaerntner Strasse 28, 1010 Vienna, Austria. MIMAK conducts a range of financial services to institutional and corporate clients and manages investments across a diverse range of asset classes. MIMAK is currently serving as a sub-advisor for an open-end fund in the Fund Complex. MIMAK is an affiliate of DMC and a part of Macquarie Investment Management. As of December 31, 2018, Macquarie Investment Management managed more than $234.5 billion in assets for institutional and individual clients.

4. MFMHKL

MFMHKL is a Hong Kong incorporated entity authorized and regulated by the China Securities Regulatory Commission and Hong Kong – Securities and Futures Commission, and is registered with the SEC. MFMHKL has served previously as a sub-advisor for, and was responsible for the day-to-day management of, an open-end fund in the Fund Complex. MFMHKL is an affiliate of DMC and a part of Macquarie Investment Management. As of December 31, 2018, Macquarie Investment Management managed more than $234.5 billion in assets for institutional and individual clients.

Benefits of the Proposed Sub-Advisory Agreements

The Board considered the following benefits in approving the sub-advisory agreements:

●	the fixed income teams within MIMEL, MIMGL, and MIMAK have developed global research resources which have assisted them with generating a strong track record and delivering attractive risk-adjusted outcomes for their clients in their global credit and income based strategies. Utilizing the investment expertise and experience of DMC’s affiliates located in London, Sydney, and Vienna will provide DMC with more comprehensive investment resources to use in its management of DEX;

●	the equity trading capabilities within MIMGL and MFMHKL will enable DMC to leverage local market expertise to the benefit of DEX; and

●	the potential to attract additional assets in DEX. Many of DEX’s competitors have access to ex-U.S. affiliates in connection with their management of similar strategies. Access to its ex-U.S. affiliates may assist DMC with attracting assets and make DEX more competitive. Leveraging its affiliates’ locations will provide DMC with real time extended coverage of global markets, follow-the-sun trading and potentially enhance its investment process.

The costs of the services to be provided

DMC will compensate MIMEL, MIMGL, and MIMAK for their fixed income sub-advisory services to DEX. DEX shareholders will not bear additional expenses related to the use of the sub-advisors.

The proposed sub-advisory agreements with MIMGL and MFMHKL for equity trading do not provide for DMC or DEX to pay for the services of MIMGL and MFMHKL. The fees to be charged under these sub-advisory agreements are set at zero.

Regulatory requirements

Under the Investment Company Act of 1940, as amended (the “1940 Act”), the definition of “investment adviser” is broad and encompasses the types of services anticipated to be provided by MIMEL, MIMGL, MIMAK, and MFMHKL. Because MIMEL, MIMGL, MIMAK, and MFMHKL will be considered to be investment advisors, Section 15 of the 1940 Act requires that DMC enter into sub-advisory agreements with those entities on behalf of DEX. The 1940 Act requires that DEX’s shareholders approve the proposed sub-advisory agreements with MIMEL, MIMGL, MIMAK, and MFMHKL before DEX enters into such agreements.

If shareholders approve Proposal 2, MIMEL, MIMGL, MIMAK, and MFMHKL would begin providing services to DEX as soon as the third quarter of 2019.

Required Vote.All shareholders of DEX vote together to approve the sub-advisory agreements with MIMEL, MIMGL, MIMAK and MFMHKL. For Proposal 2, the sub-advisory agreements must be approved by the affirmative vote of a “majority of the outstanding voting securities” of DEX, which is defined in the 1940 Act as the lesser of: (A) 67% or more of the voting securities of the fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of such fund are present or represented by proxy; or (B) more than 50% of the outstanding voting securities of such fund (a “1940 Act Majority Vote”).

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF DELAWARE
ENHANCED GLOBAL DIVIDEND AND INCOME FUND UNANIMOUSLY
RECOMMENDS THAT ITS SHAREHOLDERS VOTE FOR PROPOSAL 2.

PROPOSAL 3: TO APPROVE SUB-ADVISORY AGREEMENTS
WITH MIMEL, MIMGL, AND MIMAK
(Delaware Investments Dividend and Income Fund, Inc. only)

Proposal 3 relates solely to shareholders of DDF. At DDF’s 2018 annual shareholder meeting, shareholders approved sub-advisory agreements between DMC, on behalf of DDF and each of MIMEL and MIMGL (the “Existing Sub-Advisory Agreements”). Pursuant to the Existing Sub-Advisory Agreements, MIMEL and MIMGL can provide investment recommendations, discuss strategy, and share investment ideas, including with respect to specific securities, on a regular basis for consideration and evaluation by DMC’s fixed income portfolio managers. The Board is seeking to expand the services provided by MIMEL and MIMGL at this time because there are now personnel in each location that can provide services, either trading, discretionary portfolio management, or both, that the Board believes will enhance the investment services presently provided to DDF. Therefore, the Board is recommending shareholders approve new sub-advisory agreements with each of MIMEL and MIMGL (the “New Sub-Advisory Agreements”) for these expanded services. Under the New Sub-Advisory Agreements, DMC will be authorized to delegate specific execution of DDF’s strategy to MIMEL and MIMGL from time to time in DMC’s sole discretion.

In addition, DMC is seeking to collaborate with its affiliate, MIMAK, a registered investment advisor, on its management of DDF and to also be able to delegate to MIMAK specific execution of DDF’s strategies from time to time in DMC’s sole discretion. MIMAK will provide investment recommendations, discuss strategy, and share investment ideas, including with respect to specific securities, on a regular basis for consideration and evaluation by DMC’s fixed income portfolio managers and when directed by DMC, investment discretion and trading with respect to

the implementation of certain strategies. Therefore, the Board is recommending shareholders also approve a separate sub-advisory agreement with MIMAK (the “MIMAK Sub-Advisory Agreement” and together with the New Sub-Advisory Agreements, the “DDF Sub-Advisory Agreements”).

DDF’s investment objectives, policies, and limitations will not change in connection with this Proposal. DMC will continue to serve as the Fund’s investment advisor, and DMC’s current portfolio managers will continue to have ultimate portfolio management discretion over DDF. While DMC and DDF’s portfolio managers will continue to drive DDF’s strategy and investment process and be responsible for the day-to-day management of DDF’s portfolio, DMC will be able to delegate portions of the implementation of DDF’s strategy to MIMEL, MIMGL and MIMAK.

Factors relating to the Board’s approval of the DDF Sub-Advisory Agreements with MIMEL, MIMGL, and MIMAK

Following is a discussion of the factors considered by the Board in approving the sub-advisory agreements between DMC and each of MIMEL, MIMGL, and MIMAK. In evaluating the proposed sub-advisory agreements, the Board, including a majority of the Independent Directors, made a separate finding that the sub-advisory agreements are in the best interests of DDF and its shareholders, and do not involve a conflict of interest from which any of DMC, MIMEL, MIMGL, or MIMAK derives an inappropriate advantage.

Nature, extent, and quality of services to be provided under the DDF sub-advisory agreements

The Board considered the nature, quality, and extent of services that MIMEL, MIMGL, and MIMAK each would provide as a sub-advisor to DDF. The Trustees took into account the investment process to be employed by MIMEL, MIMGL, and MIMAK in connection with each sub-advisor’s collaboration with DMC in managing DDF, and the qualifications and experience of MIMEL, MIMGL, and MIMAK’s teams with regard to implementing DDF’s investment mandate. The Board believes that this global coverage will be beneficial for DDF, as it translates into potentially more resources and diversity of viewpoints that could assist in the management of DDF. The Board considered each of MIMEL, MIMGL, and MIMAK’s organization, personnel, and operations. The Trustees also considered Management’s review and recommendation process with respect to MIMEL, MIMGL, and MIMAK, and Management’s favorable assessment as to the nature, quality, and extent of the sub-advisory services expected to be provided by MIMEL, MIMGL, and MIMAK to DDF. Based on their consideration and review of the foregoing factors, the Board concluded that the nature, quality, and extent of the sub-advisory services to be

provided by MIMEL, MIMGL, and MIMAK, as well as MIMEL, MIMGL, and MIMAK,’s ability to render such services based on its experience, organization and resources, were appropriate for the Fund, in light of DDF’s investment objectives, strategies, and policies.

About MIMEL, MIMGL and MIMAK

For more information about MIMEL, MIMGL, and MIMAK, refer to the discussion in Proposal 2 of this Combined Proxy Statement.

Benefits of the DDF Sub-Advisory Agreements

The Board considered the following benefits in approving the DDF Sub-Advisory Agreements:

●	The fixed income teams within MIMEL, MIMGL, and MIMAK have developed global research resources which have assisted them with generating a strong track record and delivering attractive risk-adjusted outcomes for their clients in their global credit and income based strategies. Utilizing the investment expertise and experience of DMC’s affiliates located in London, Sydney, and Vienna will provide DMC with more comprehensive investment resources to use in its management of DDF; and

●	The potential to attract additional assets in DDF. Many of DDF’s competitors have access to ex-U.S. affiliates in connection with their management of similar strategies. Access to its ex-U.S. affiliates may assist DMC with attracting assets and make DDF more competitive. Leveraging its affiliates’ locations will provide DMC with real time extended coverage of global markets, follow-the-sun trading and potentially enhance its investment process.

The costs of the services to be provided

DMC will compensate MIMEL, MIMGL, and MIMAK for their sub-advisory services to DDF. DDF shareholders will not bear additional expenses related to the use of the sub-advisors.

Regulatory requirements

Under the 1940 Act, the definition of “investment adviser” is broad and encompasses the types of services anticipated to be provided by MIMEL, MIMGL and MIMAK. Because MIMEL, MIMGL and MIMAK will be considered to be investment advisors, Section 15 of the 1940 Act requires that DMC enter into sub-advisory agreements with those entities on behalf of DDF. The 1940 Act requires that DDF’s shareholders approve the DDF Sub-Advisory Agreements with MIMEL, MIMGL and MIMAK before DDF enters into such agreements.

If shareholders approve Proposal 3, MIMEL, MIMGL and MIMAK would begin providing services to DDF as soon as the third quarter of 2019.

Required Vote.All shareholders of DDF vote together to approve the DDF Sub-Advisory Agreements with MIMEL, MIMGL and MIMAK. For Proposal 3, the DDF Sub-Advisory Agreements must be approved by a 1940 Act Majority Vote.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF DELAWARE
INVESTMENTS DIVIDEND AND INCOME FUND, INC. UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR PROPOSAL 3.

INDEPENDENT ACCOUNTANTS AND
AUDIT COMMITTEE REPORT

The firm of PricewaterhouseCoopers LLP (“PwC”) was selected as the independent registered public accounting firm (“independent auditors”) for Delaware Investments Dividend and Income Fund, Inc. (DDF) and Delaware Enhanced Global Dividend and Income Fund (DEX) for the fiscal year ending November 30, 2019 on November 14, 2018. PwC was selected as the independent auditors for Delaware Investments National Municipal Income Fund (VFL), Delaware Investments Colorado Municipal Income Fund, Inc. (VCF), and Delaware Investments Minnesota Municipal Income Fund II, Inc. (VMM) for the fiscal year ending March 31, 2020 on February 27, 2019 (together, DDF, DEX, VFL, VCF and VMM are the “Funds”). PwC also acted as independent auditors of the Funds for their most recently completed fiscal years.

The Audit Committee must approve all audit and non-audit services provided to the Funds by their independent auditors, as well as non-audit services provided by their independent auditors to Delaware Management Company (“DMC”) and its affiliates that provide ongoing services to the Funds if such non-audit services relate to the operations or financial reporting of the Funds. The Audit Committee reviews any audit or non-audit services to determine whether they are appropriate and permissible under applicable law.

Each Fund’s Audit Committee has adopted policies and procedures to provide a framework for the Audit Committee’s consideration of audit and non-audit services by the independent auditors. These policies and procedures require that: (i) any audit and non-audit services to be provided by the independent auditors to a Fund, and (ii) non-audit services relating directly to the operations or financial reporting of the Funds that are provided by the Funds’ independent auditors to DMC or to any entity controlling, controlled by or under common control with DMC that provides ongoing services to the Funds 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, DMC and its affiliates up to certain specified fee limits.

As required by its charter, each Fund’s Audit Committee has reviewed and discussed with Fund management and representatives from PwC the audited financial statements for each Fund’s 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 Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301: Communications with Audit Committees (formerly Auditing Standard No. 16). The Audit Committee also received the written disclosures and the letter from PwC required by PCAOB Rule 3526, and discussed with representatives of PwC the independent auditor’s independence. Each Fund’s Audit Committee 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 Fund’s Audit Committee unanimously recommended to the respective Fund’s Board that the aforementioned audited financial statements be included in each Fund’s annual report to shareholders for the fiscal year.

All members of each Fund’s Audit Committee, including John A. Fry, Lucinda S. Landreth, Thomas K. Whitford, Christianna Wood and Janet L. Yeomans, are not considered to be “interested persons” under the 1940 Act. Each Fund’s Board has adopted a formal charter for the Audit Committee setting forth its responsibilities. A copy of the Audit Committee’s charter is available at delawarefunds.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 investment advisor, excluding sub-advisors unaffiliated with the investment advisor, and any entity controlling, controlled by or under common control with the investment advisor that provides ongoing services to the Funds) were billed the amounts listed below by PwC during each Fund’s last two fiscal years. None of the fees in the table below were approved by the registrant’s Audit Committee pursuant to thede minimisexception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

				Non-Audit Fees
				Audit
	Fiscal Year	Audit		Related		Tax		All
Fund	End	Fees		Fees⁽¹⁾		Fees⁽²⁾		Other
Delaware Investments Dividend and	11/30/18	$	37,090	$	—	$	5,737	$—
Income Fund, Inc.	11/30/17	$	36,050	$	—	$	5,732	$—
Delaware Enhanced Global Dividend and	11/30/18	$	37,090	$	—	$	5,737	$—
Income Fund	11/30/17	$	36,050	$	—	$	5,732	$—
Delaware Investments Colorado Municipal	3/31/19	$	38,430	$	—	$	4,728	$—
Income Fund, Inc.	3/31/18	$	37,360	$	—	$	4,723	$—
Delaware Investments National Municipal	3/31/19	$	38,430	$	—	$	4,728	$—
Income Fund	3/31/18	$	37,360	$	—	$	4,723	$—
Delaware Investments Minnesota Municipal	3/31/19	$	38,430	$	—	$	4,728	$—
Income Fund II, Inc.	3/31/18	$	37,360	$	—	$	4,723	$—
Covered Entities	11/30/18	$	—	$	655,000	$	—	$—
	11/30/17	$	—	$	640,000	$	—	$—
	3/31/19	$	—	$	655,000	$	—	$—
	3/31/18	$	—	$	640,000	$	—	$—

____________________


1	Includes fees billed for year-end audit procedures, reporting up and subsidiary statutory.

2	Includes fees billed to the Funds for the review of income tax returns and annual excise distribution calculations.

Aggregate non-audit fees to the Funds, the investment advisor and service provider affiliates.The aggregate non-audit fees billed by the independent auditors for services rendered to VCF, VFL and VMM and to Covered Entities were $13,461,000 and $11,657,000 for the fiscal years ended March 31, 2019 and March 31, 2018, respectively. The aggregate non-audit fees billed by the independent auditors for services rendered to DDF and DEX, and to Covered Entities, were $11,748,000 and $11,180,000 for the fiscal years ended November 30, 2018 and November 30, 2017, respectively.

In connection with its selection of PwC, the Audit Committee has considered PwC’s provision of non-audit services to the investment advisor and other service providers under common control with the investment advisor that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors’ provision of these services is compatible with maintaining the auditors’ independence.

COMMUNICATIONS TO THE BOARD

Shareholders who wish to communicate to the full Board may address correspondence to Thomas L. Bennett, Board Chair for the Funds, c/o the Fund at 2005 Market Street, Philadelphia, Pennsylvania 19103. Shareholders may also send correspondence to 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).

OTHER INFORMATION

Investment Advisor.DMC, a series of Macquarie Investment Management Business Trust (formerly, Delaware Management Business Trust), 2005 Market Street, Philadelphia, PA 19103, serves as investment advisor to each Fund.

Administrator.Delaware Investments Fund Services Company, 2005 Market St., Philadelphia, PA 19103, an affiliate of DMC, performs administrative and fund accounting oversight services for the Funds.

Auditors.PwC serves as the Funds’ auditors. PwC’s principal address is Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042.

Proxy Solicitation.Your vote is being solicited by the Directors of the Funds. The solicitation costs for Proposal 1 will be split evenly among the Funds and the solicitation costs for the Sub-advisor Proposals will be borne by DMC. Subject to the foregoing, the Funds reimburse brokerage firms and other financial intermediaries for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies.

The Funds have contracted with Computershare Fund Services (“Computershare”), to assist with solicitation of proxies. The anticipated costs of retaining Computershare are set forth in the chart below and include reimbursement of reasonable out-of-pocket expenses. The solicitation costs related to Proposal 1 will be absorbed by the each of the Funds. Management will absorb the solicitation costs specific to Proposals 2 and 3. Computershare anticipates that approximately 15 of its employees or other persons will be involved in soliciting shareholders of the Funds.

Fund	Cost of Proposal 1	Cost of Proposal 2	Cost of Proposal 3
DDF	Approx. $9,000 - $10,000	N/A	Approx. $39,000 - $45,000
DEX	Approx. $5,000 - $6,000	Approx. $33,000 - $50,000	N/A
VMM	Approx. $5,000 - $7,000	N/A	N/A
VCF	Approx. $5,000 - $7,000	N/A	N/A
VFL	Approx. $5,000 - $7,000	N/A	N/A

In addition to solicitation services to be provided by Computershare, proxies may be solicited by the Funds and their Directors and executive officers, and/or regular employees and officers of the Funds’ investment advisor, administrator, or any of their affiliates, none of whom will receive any additional compensation for these solicitations.

The Funds expect that the solicitation will be primarily by mail, but also may include advertisement, telephone, telecopy, facsimile transmission, electronic, oral, or other means of communication, or by personal contacts. If the Funds do not receive your proxy by a certain time you may receive a telephone call from a proxy soliciting agent asking you to vote.

Although no precise estimate can be made at the present time, it is currently estimated that the aggregate amount to be spent in connection with the solicitation of proxies by the Funds (excluding the salaries and fees of officers and employees) will be approximately $99,350. To date, approximately $0 has been spent on the solicitation. These estimates include fees for attorneys, accountants, public relations or financial advisors, proxy solicitors, advertising, printing, transportation, litigation, and other costs incidental to the solicitation, but exclude costs normally expended for the election of Directors in the absence of a contest, and costs represented by salaries and wages of regular employees and officers.

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 Macquarie Investment Management, 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 Macquarie Investment Management, 2005 Market Street, Philadelphia, PA 19103 or call toll-free (866) 437-0252.

Shareholder Proposals.For the Funds’ annual meeting of shareholders in 2020, shareholder proposals to be included in the Funds’ Combined Proxy Statement for that meeting must be received no later than March 17, 2020. Such proposals should be sent to the Fund, directed to the attention of its Secretary, at the address of its principal executive office printed on the first page of this Combined Proxy Statement. The inclusion and/or presentation of any such proposal is subject to the applicable requirements of the proxy rules under the 1934 Act, other applicable law and each Fund’s governing instruments. The persons designated as proxies will vote in their discretion on any matter if the Funds do not receive notice of such matter prior to May 31, 2020.

Fund Reports.Each Fund’s most recent annual report and semi-annual report were previously mailed to shareholders. Copies of these reports are available upon request, without charge, by writing the Funds c/o Macquarie Investment Management, 2005 Market Street, Philadelphia, PA 19103, or by calling toll-free (866) 437-0252.

EXHIBIT A

OUTSTANDING SHARES AS OF RECORD DATE (JULY 10, 2019)

Delaware Investments Dividend and Income Fund, Inc.
Common Shares		7,688,159
Delaware Enhanced Global Dividend and Income Fund
Common Shares		12,007,336
Delaware Investments Colorado Municipal Income Fund, Inc.
Common Shares		4,837,100
Preferred Shares		300
Delaware Investments National Municipal Income Fund
Common Shares		4,528,444
Preferred Shares		300
Delaware Investments Minnesota Municipal Income Fund II, Inc.
Common Shares		11,504,975
Preferred Shares		750

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EXHIBIT B

SHAREHOLDERS OWNING 5% OR MORE OF A FUND

According to disclosure publicly filed with the SEC, as of July 10, 2019, 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	Rivernorth Capital Management, LLC	Common Shares	1,432,166	11.31%
Global Dividend and	325 N. LaSalle St
Income Fund	Suite 645
	Chicago, IL 60654
Delaware Enhanced	Saba Capital	Common Shares	691,208	5.46%
Global Dividend and	Management, L.P.
Income Fund	405 Lexington Ave
	58th Floor
	New York, NY 10174
Delaware Investments	Toronto Dominion Investments, Inc.	Preferred Shares	300	100.00%
Colorado Municipal	31 West 52nd St
Income Fund, Inc.	New York, NY 10019
Delaware Investments	MacKay Shields LLC	Common Shares	256,199	5.66%
National Municipal	1345 Avenue of Americas
Income Fund	New York, NY 10105
Delaware Investments	Toronto Dominion Investments, Inc.	Preferred Shares	300	100.00%
National Municipal	31 West 52nd St
Income Fund	New York, NY 10019
Delaware Investments	Toronto Dominion Investments, Inc.	Preferred Shares	750	100.00%
Minnesota Municipal	31 West 52nd St
Income Fund II, Inc.	New York, NY 10019

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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 advisor of each Fund, and considered to be an “interested person” of the Funds under the 1940 Act. In addition, each executive officer services in similar capacities for the six portfolios of the Optimum Fund Trust, which have the same investment advisor as the Funds. Mr. Geatens also serves as the Chief Financial Officer and Treasurer for Macquarie Global Infrastructure Total Return Fund Inc., which shares an affiliated investment manager. No officer receives compensation from the Funds.

Name, Address,	Position(s) Held with	Length of	Principal Occupation(s)
and Birthdate	the Funds	Time Served	During Past Five Years
David F. Connor	Senior Vice President,	Senior Vice President	David F. Connor has served
2005 Market Street	General Counsel,	since May 2013;	in various capacities at
Philadelphia, PA	and Secretary	General Counsel	different times at Macquarie
19103		since May 2015;	Investment Management.
		Secretary since
December 1963		October 2005

Daniel V. Geatens	Vice President and	Vice President and	Daniel V. Geatens has served
2005 Market Street	Treasurer	Treasurer since	in various capacities at
Philadelphia, PA		October 2007	different times at Macquarie
19103			Investment Management.

October 1972

Richard Salus	Senior Vice President	Senior Vice President	Richard Salus has served
2005 Market Street	and Chief Financial	and Chief Financial	in various capacities at
Philadelphia, PA	Officer	Officer since	different times at Macquarie
19103		November 2006	Investment Management.

October 1963

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EXHIBIT D

FORM OF SUB-ADVISORY AGREEMENT

AGREEMENTmade by and betweenDELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust,a Delaware statutory trust (the “Investment Manager”), andMACQUARIE______________ (the “Sub-Adviser’’).

WITNESSETH:

WHEREAS,each Trust on Schedule 1 hereto (each, a “Trust,” and collectively, the “Trusts”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as a statutory trust under the laws of the State of Delaware;

WHEREAS,the Investment Manager and the Trust, on behalf of each Fund listed on Schedule 1 (each, a “Fund,” and collectively, the “Funds”), have entered into an investment management agreement (the “Investment Management Agreement”) whereby the Investment Manager will provide investment advisory services to the Trust with respect to the Fund;

WHEREAS,the Investment Manager has the authority under the Investment Management Agreement to retain one or more sub-advisers to assist the Investment Manager in providing investment advisory services to the Trust with respect to the Fund;

WHEREAS,the Investment Manager and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment advisory services; and

WHEREAS,the Board of Trustees (the “Board”) of the Trust and the Investment Manager desire that the Investment Manager retain the Sub-Adviser to render investment advisory and other services with respect to the Fund in the manner, for the period, and on the terms hereinafter set forth.

NOW, THEREFORE,in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1. (a) The Sub-Adviser will supervise and direct the investments of the assets of the Fund in accordance with the Fund’s investment objectives, policies, and restrictions as provided in its Prospectus (“Prospectus”) and Statement of Additional Information (“SAI”), as currently in effect and as amended or supplemented from

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time to time, and such other limitations as the Fund may impose by notice in writing to the Sub-Adviser in accordance with the clause 1(c), subject always to the supervision and control of the Investment Manager and the Board.

(b) As part of the services it will provide hereunder, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Investment Manager to:

(i)		obtain and evaluate information relating to investment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Fund or that are under consideration for inclusion in the Fund and invest the Fund in accordance with the Investment Manager’s and the Board’s written direction as more fully set forth herein and as otherwise directed;

(ii)		regularly make decisions as to what securities to purchase and sell on behalf of the Fund, effect the purchase and sale of such investments in furtherance of the Fund’s objectives and policies, and furnish the Board with such information and reports within the Sub-Adviser’s possession and control regarding the Sub-Adviser’s activities in the performance of its duties and obligations under this Agreement as the Investment Manager reasonably deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trust may reasonably require in order to comply with applicable international, federal and state laws and regulations and Trust policies and procedures;

(iii)		provide any and all material composite or other performance information, records and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate and subject to any obligation of confidentiality, that are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser’s prior performance in similar strategies in the Fund’s currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials prepared by the Fund or its agent to which the Sub-Adviser has consented;

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(iv)		provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Fund when market quotations are not readily available for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board;

(v)		vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Fund, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Fund in order to comply with any applicable federal or state reporting requirements;

(vi)		provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agents in conducting ongoing due diligence and performance monitoring, subject to any obligation of confidentiality; and

(vii)		maintain all accounts, books, and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act and the rules thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records that it maintains for the Fund and that are required to be maintained by Rule 31a-l under the 1940 Act. The Sub-Adviser shall furnish to the Investment Manager copies of all such accounts, books, and records as the Investment Manager may reasonably request. The Sub-Adviser agrees that such accounts, books, and records are the property of the Trust, and will be surrendered to the Trust promptly upon request, with the understanding that the Sub-Adviser may retain its own copy of all records.

(c) Subject to sub-clause 1(d), in furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are

D-3

applicable to the Fund and notified to the Sub-Adviser; (ii) provisions of the Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicable to the Fund and notified to the Sub-Adviser; (iii) the Fund’s Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and all other international, federal and state securities laws or regulations applicable to the Trust and the Fund; (v) the Trust’s compliance policies and procedures and other policies and procedures adopted from time to time by the Board applicable to the Fund and notified to the Sub-Adviser; and (vi) the written instructions of the Investment Manager. The Sub-Adviser will promptly inform the Investment Manager if it is unable to comply with the notified modification, amendment, supplement, policy procedure or written instruction (together, “Instruction”), and the Sub-Adviser must promptly seek to clarify such Instruction with the Investment Manager. If an Instruction is inconsistent with the Fund’s Prospectus or, in the Sub-Adviser’s opinion, ambiguous or unclear in any respect, the Sub-Adviser must promptly clarify the Instruction with the Investment Manager and the Instruction will not operate until it has been clarified.

(d) The Investment Manager agrees to provide the Sub-Adviser with current copies of the documents mentioned in paragraph l(c)(i), (ii), (iii) and (v) above and all changes made to such documents at, or if practicable, before the time such changes become effective, and the Investment Manager acknowledges and agrees that the Sub-Adviser shall not be responsible for compliance with such documents or amendments unless and until a reasonable time after they are received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper instructions reasonably believed by it to be genuine and signed or communicated by or on behalf of the Investment Manager or the Fund.

(e) In order to assist the Trust and the Trust’s chief compliance officer (the “Trust CCO”) and the Investment Manager and the Investment Manager’s Chief Compliance Officer (the “IM CCO”) in satisfying the requirements contained in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act, respectively, the Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) and its officers and employees, as reasonably requested by the Trust CCO and/or IM CCO; (ii) quarterly reports reasonably required by the Investment Manager confirming that the Sub-Adviser has complied with the Trust’s Compliance Procedures in managing the Fund to the extent those Compliance Procedures directly relate to the Sub-Adviser’s services under this Agreement; and (iii) quarterly certifications with respect to Material Compliance Matters (as that term is defined in Rule 38a-1(e)(2) under the 1940 Act) related to the Sub-Adviser’s management of the Fund.

D-4

The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with copies and summaries of: (i) the Sub-Adviser’s policies and procedures for compliance by the Sub-Adviser with the federal securities laws and to prevent violation of the Advisers Act (together, the “Sub-Adviser Compliance Procedures”); and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO and IM CCO so as to facilitate the Trust CCO’s and IM CCO’s performance of their respective responsibilities under Rule 38a-1 and Rule 206(4)-7, including to review, evaluate and report to the Board on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to the Trust CCO and IM CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Fund. The Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested from time to time, access to examine and review the Sub-Adviser’s Compliance Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Fund; and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Fund. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the federal securities laws, including the conduct and results of our annual review for adequacy and effectiveness.

(f) The Sub-Adviser shall provide reasonable assistance to the Fund in the preparation of the Trust’s registration statements, the Prospectuses and SAIs, shareholder reports and other regulatory filings, or any amendment or supplement thereto (collectively, “Regulatory Filings”) as may relate to the Fund, and shall provide the Fund with information in its possession and control and reasonably requested by the Investment Manager for use in the Fund’s Regulatory Filings, including, without limitation, information related to the Sub-Adviser’s investment management personnel, portfolio manager compensation, investment management strategies and techniques, and proxy voting policies. The Sub-Adviser shall provide such certifications regarding the Fund as the Trust’s officers may reasonably request for purposes of the preparation of any Regulatory Filings.

(g) The Sub-Adviser hereby agrees during the period hereinafter set forth to render the services and assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized herein or otherwise, have no authority to act for or represent the Trust, the Fund or the Investment Manager in any way, or in any way be deemed an agent

D-5

of the Trust, the Fund or the Investment Manager. Notwithstanding the foregoing, the Investment Manager appoints the Sub-Adviser as agent of the Fund to provide investment advisory services to Fund on the terms contained in this Agreement and the Sub-Adviser accepts this appointment. For the avoidance of doubt, Sub-Adviser may, as agent, instruct and place trades, respond to corporate actions, execute Fund documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with providing advisory services to the Fund; provided that Sub-Adviser must seek prior written approval from the Investment Manager before entering into any derivatives agreements for the Fund.

(h) The Sub-Adviser may perform its services through its employees, officers or agents, and the Investment Manager shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in the Fund’s Prospectus shall perform the portfolio management duties described therein until the Sub-Adviser notifies the Investment Manager that one or more other affiliates, employees, officers or agents identified in such notice shall assume such duties as of a specific date.

(i) The Investment Manager shall provide (or use its reasonable endeavors to cause to be provided) timely information to the Sub-Adviser regarding such matters as the cash requirements and cash available for investment in the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities under this Agreement.

2. (a) Under the terms of the Investment Management Agreement, the Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance and repurchase of shares; preparation of share certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; transfer agency expenses; pricing service expenses; expenses relating to tax services; brokerage commissions; custodian fees; legal and accounting fees; taxes; interest; federal securities law filing expenses; and federal and state registration fees. The Sub-Adviser shall not be obligated to pay any expenses of the Investment Manager, the Trust or the Fund unless expressly assumed by the Sub-Adviser pursuant to this Agreement or otherwise agreed to in writing.

(b) Directors, members, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds that have employed the Sub-Adviser as sub-adviser or investment manager. Directors, members, officers and employees of the Sub-Adviser who are Trustees, officers and/or employees of the Trust, shall not receive any compensation from the Trust for acting in such dual capacity.

D-6

3. (a) The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser may combine orders for the Fund with orders for other accounts or funds under management. Transactions involving combined orders are allocated in a manner deemed equitable to each account. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Investment Manager from time to time and provided to the Sub-Adviser, and (ii) as described in the Fund’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Fund the Sub-Adviser shall use its reasonable endeavors to obtain for the Fund “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.

(b) Subject to the appropriate policies and procedures approved by the Board and provided to the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), cause the Fund to pay a broker or dealer that provides brokerage or research services to any of the Investment Manager, the Sub-Adviser or the Fund an amount of commission for effecting a Fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage and research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to its clients for which the Investment Manager or the Sub-Adviser exercises investment discretion. To the extent authorized by Section 28(e) and the Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

Subject to applicable law and regulations, including Section 17(e) of the 1940 Act and Rule 17e-l thereunder, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with brokers or dealers that are affiliated with the Sub-Adviser. Any entity or person associated with the Investment Manager or the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund to the extent and as permitted by Section 11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T) thereunder.

D-7

4. As compensation for the services to be rendered to the Trust for the benefit of the Fund by the Sub-Adviser under the provisions of this Agreement, the Investment Manager shall pay to the Sub-Adviser the fees calculated in accordance with Exhibit A attached hereto.

5. The services to be rendered by the Sub-Adviser to the Trust for the benefit of the Fund under the provisions of this Agreement are not exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be materially impaired thereby.

6. (a) Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, its directors, officers, employees, agents, and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual.

(b) Neither the Investment Manager, the Trust nor the Fund shall use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) or otherwise refer to the Sub-Adviser in any materials related to the Trust or the Fund distributed to third parties, including the Fund’s shareholders, without prior review and written approval by the Sub-Adviser, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Investment Manager, the Trust and the Fund, shall, to the extent applicable and as soon as is reasonably possible, cease to use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) in materials related to the Fund.

(c) The Sub-Adviser shall not use the Investment Manager’s name (or that of any subsidiary of Macquarie Management Holdings, Inc. (“MMHI”)) or otherwise refer to the Investment Manager or any subsidiary of MMHI in any materials related to the Trust or the Fund distributed to third parties, including the Fund’s shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon as is reasonably possible, cease to use the actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) of the Trust and the Fund, except for the purpose of describing prior clients or prior performance of the Sub-Adviser, as permitted by the Advisers Act or other applicable requirements.

(d) This Section 6 applies solely to materials related to the Fund and the Trust only, and not to other products or relationships between the Sub-Adviser and the Investment Manager.

D-8

7. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of its duties as Sub-Adviser to the Trust on behalf of the Fund, neither the Sub-Adviser nor any of its affiliates nor any of its or their controlling persons, members, officers, directors, employees or agents (collectively, “Sub-Adviser Related Persons”) shall be liable to the Trust, the Fund, the Investment Manager or any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by any reason of any act or omission of any bank, broker, the custodian bank or any administrator or trustee whether appointed on behalf of the Investment Manager, the Fund or the Trust. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable law, including applicable U.S. state and federal securities laws, ERISA or any rules or regulations adopted under any of those laws.

(b) Investment Manager will indemnify Sub-Adviser and Sub-Adviser Related Persons against any expense, cost, charge, loss or liability incurred by Sub-Adviser or Sub-Adviser Related Persons arising out of, or in connection with: (i) Sub-Adviser or Sub-Adviser Related Persons acting under this Agreement; or (ii) any negligence, fraud, dishonesty or breach of this Agreement or any law or regulation by Investment Manager and its affiliates and its or their controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (collectively “Investment Manager Related Persons”), relating to Investment Manager’s or Investment Manager Related Persons’ performance of this Agreement (for the purposes of this Section 7 indemnification, Sub-Adviser shall not be considered an agent of Investment Manager), except insofar as any loss, liability, cost, charge or expense is caused by the breach of fiduciary duty, willful misfeasance, bad faith, gross negligence, or from reckless disregard of its duties under this Agreement by Sub-Adviser or any Sub-Adviser Related Persons. This obligation continues after the termination of this Agreement.

(c) Notwithstanding anything to the contrary in this Agreement, neither party is liable to the other party for consequential loss. For the purposes of this Agreement, ‘consequential loss’ includes loss or profits, loss of revenue, loss or denial of opportunity, loss of or damage to access to markets, loss of anticipated savings, loss of or damage to goodwill, loss of or damage to business reputation, future reputation,

D-9

and publicity, any indirect, remote abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement.

8. (a) This Agreement shall be executed and become effective as of the date written below;provided, however, that this Agreement shall not become effective with respect to the Fund unless it has first been approved with respect to the Fund in the manner required by the 1940 Act and the rules thereunder or in accordance with exemptive or other relief granted by the U.S. Securities and Exchange Commission (the “SEC”) or its staff. This Agreement shall continue in effect with respect to the Fund for a period of two (2) years and may be renewed thereafter with respect to the Fund only so long as such renewal and continuance with respect to the Fund is specifically approved at least annually by the applicable Board or by the vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of those Trustees of the Trust who are not parties hereto or “interested persons” of the Trust, the Fund, or any party hereto, cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement may be amended only by written agreement of the Investment Manager and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder or any applicable exemptive order.

(c) This Agreement may be terminated with respect to a Fund (i) by the Investment Manager at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Investment Manager’s intention to do so and (ii) by the Trust with respect to the Fund in the Trust at any time, without the payment of a penalty, on 60 days’ written notice to the Sub- Adviser of the Trust’s intention to do so pursuant to action by the Board or pursuant to the vote of a majority of the outstanding voting securities of the Fund. The Sub-Adviser may terminate this Agreement with respect to the Fund at any time, without the payment of a penalty, on 60 days’ written notice to the Investment Manager and the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for (i) any obligation arising out of or relating to a breach of this Agreement committed prior to such termination, (ii) the obligation of the Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof prorated to the date of termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act) or upon the termination of an Investment Management Agreement.

D-10

9. Any information and advice furnished by either party to this Agreement to the other party shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it:

(i)	is already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party);

(ii)	is or becomes publicly known or available through no wrongful act of the receiving party;

(iii)	is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;

(iv)	is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted and reasonably practicable in the circumstances);

(v)	is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days’ written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or

(vi)	has been or is independently developed or obtained by the receiving party.

The Sub-Adviser shall not disclose any “nonpublic personal information” (as such term is defined in Regulation S-P, including any amendments thereto) pertaining to the customers (as such term is defined in Regulation S-P, including any amendments thereto) of the Trust to any third party or use such information other than for the purpose of providing the services contemplated by this Agreement.

D-11

10. The Sub-Adviser represents, warrants and agrees that:

(a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Investment Manager of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify the Fund and the Investment Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations that do not specifically relate to the Fund or the Trust shall not be required to be reported by this provision.

(b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and 204A-1 under the Advisers Act and will provide the Investment Manager and the Board with a copy of such policies and procedures and code of ethics, together with evidence of its adoption. In accordance with the requirements of Rule 17j-l, the Sub-Adviser shall certify to the Investment Manager that the Sub-Adviser has complied in all material respects with the requirements of Rule 17j-l during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its employees or its agents all information required by Rule 17j-l(c)(l) relating to the approval by the Board of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement.

D-12

(c) The Sub-Adviser has provided the Trust and the Investment Manager with a copy of its Form ADV at least forty-eight (48) hours prior to execution of this Agreement, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust and the Investment Manager at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.

(d) The Sub-Adviser will notify the Trust and the Investment Manager of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Investment Manager, or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change.

(e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage as shall be reasonably necessary in light of its obligations under this Agreement.

11. The Investment Manager will notify the Sub-Adviser of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Sub-Adviser, or change of control of the Investment Manager, as applicable.

12. The Sub-Adviser has implemented policies and procedures designed to prevent the disclosure by the Sub-Adviser, its employees or agents of the Fund’s portfolio holdings to any person or entity other than the Investment Manager, the Trust’s custodian, or other persons expressly designated by the Investment Manager.

13. This Agreement shall extend to and bind the successors of the parties hereto. Nothing in this Agreement, express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture.

14. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

D-13

15. All written notices, requests or other communications to any party hereunder shall be given to the following addresses and telecopy numbers, or such other address and telecopy number communicated to the other parties from time to time:

If to the Sub Adviser:

Fixed Income:

	Attention:	MFI Investment Solutions and Strategy
	Address:	Level 9, 50 Martin Place
		Sydney, New South Wales
		Australia
	Facsimile:	+61 2 8232 4168
	Email:	sarah.scanlon@macquarie.com;
		MAM MIM FIISSAustralia@macquarie.com

	Copy:	MIM Legal Sydney
	Address:	same as above
	Facsimile:	+61 2 8232 4168
	Email:	MFGLegalMIM@macquarie.com

	Equities:

	Attention:	Systematic Investment Team
	Address:	Level 9, 50 Martin Place
		Sydney, New South Wales
		Australia
	Facsimile:	+61 2 8232 4168
	Email:	scot.thompson@macquarie.com

	Copy:	MIM Legal Sydney
	Address:	same as above
	Facsimile:	+61 2 8232 4168
	Email:	MFGLegalMIM@macquarie.com

If to the Investment Manager or the Fund:	General Counsel
	2005 Market Street
	Philadelphia, PA 19103

D-14

16. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person,” and “assignment” shall have the meanings given them in the 1940 Act, subject, however to such exemptions as may be granted by the SEC and its staff under the 1940 Act.

17. If by reason of (a) market movements; (b) contributions to or withdrawals from the Portfolio; (c) a change in the nature of any investment (whether through change in business activity or credit rating); or (d) circumstances beyond the reasonable control of the Sub-Adviser, the Fund ceases to comply with any document or instruction referred to in clause 1(d), the Sub-Adviser must remedy the non-compliance as soon as practicable after the Sub-Adviser becomes aware of the non-compliance. If remedied in accordance with this clause, the non-compliance will not constitute a breach of the Agreement.

18. The Investment Manager and Trust acknowledge that the Sub-Adviser will manage the Fund on a pre-tax basis and is not required to take into account the Fund’s tax position in managing the Fund.

19. A party will not be liable to the other for any failure, interruption or delay in performance of their respective obligations to the extent such failure, interruption or delay is caused by (a) a breakdown, failure or malfunction of any telecommunications or computer service or system which has been set up and maintained by a party in accordance with the requirements of this Agreement; (b) the closure or suspension of any market relevant to a party’s obligations under this Agreement; or (c) any fire, explosion, flood, earthquake, peril of the sea, strike or lockout, embargo, civil commotions, riots, wars, weather, governmental laws, orders or restrictions, national or regional emergencies, strikes, labour stoppages or slowdowns or other industrial disturbances, shortage of adequate power, materials or transportation facilities or any similar cause beyond a party’s reasonable control.

20. The Investment Manager acknowledges that the Sub-Adviser is a member of the Macquarie Group Limited group of companies (“Macquarie Group”) and that such group is a diversified provider of financial and investment services, engaging in a broad range of activities including securities underwriting, sales and trading, investment banking, lending, financial advisory services, investment research, asset management and other activities. The Sub-Adviser generally has no control over these activities. As a result, the Investment Manager acknowledges that from time to time the Sub-Adviser’s investment activities may be restricted, for example due to regulatory constraints applicable to the Macquarie Group, and/or its internal policies designed to comply with such constraints. Without limitation, this includes circumstances where an acquisition of securities would cause the Macquarie Group’s aggregated holdings in a company to exceed applicable takeover thresholds. In addition, where, due to such restrictions, there is limited capacity to acquire

D-15

particular securities, the Fund will not have priority over any member of, or any other fund or clients associated with, the Macquarie Group to acquire those securities, however the Sub-Adviser will allocate available securities amongst funds and clients (including the Fund) in a fair and equitable manner.

21. Subject to the Investment Company Act of 1940, as amended, and its rules and regulations and in accordance with the Fund’s compliance policies and procedures, the Sub-Adviser may ‘cross securities’ where one or more of the client accounts or pooled funds managed by the Sub-Adviser or a related body corporate of the Sub-Adviser (“Sub-Adviser Accounts”) either (a) have demand for assets contained in the Fund; or (b) have available for sale assets which the Sub-Adviser wishes to be contained in the Fund. A ‘crossing of securities’ may occur by the Sub-Adviser making an offer to purchase specific assets from the Fund or making an offer to sell to the Fund specific assets. Neither the Sub-Adviser nor its related body corporate may charge transaction fees with respect to the trade between the Fund and a Manager Account pursuant to this clause.

D-16

IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be signed by their duly authorized officers as of ____ [____], 2019.

		DELAWARE MANAGEMENT
		COMPANY, a series of
		Macquarie Investment
		Management Business Trust


		By:
		Name:
		Title:

EXECUTEDby MACQUARIE	)
	)
	)
	)
	)
	)
Signature of attorney
		Date


Name of attorney
		Signature of attorney



		Name of attorney


Agreed to and accepted as of the day and year first above written:


		[INSERT FUND REGISTRANTS]

		By
		Name:
		Title:

D-17

SCHEDULE 1

LIST OF TRUSTS AND FUNDS

FIXED INCOME:

Delaware Group Adviser Funds
Delaware Diversified Income Fund

Delaware Group Cash Reserve
Delaware Investments Ultrashort Fund

Delaware Group Equity Funds V
Delaware Wealth Builder Fund

Delaware Group Foundation Funds
Delaware Strategic Allocation Fund (formerly Delaware Foundation Moderate Allocation Fund)

Delaware Group Government Fund
Delaware Emerging Markets Debt Fund
Delaware Strategic Income Fund

Delaware Group Income Funds
Delaware Corporate Bond Fund
Delaware Extended Duration Bond Fund
Delaware Floating Rate Fund
Delaware High Yield Opportunities Fund

Delaware Group Limited Term Government Funds
Delaware Limited Term Diversified Income Fund

Delaware Pooled Trust
Macquarie Core Plus Bond Portfolio
Macquarie High Yield Bond Portfolio

Delaware VIP Trust
Delaware VIP Diversified Income Series
Delaware VIP High Yield Series
Delaware VIP Limited Term Diversified Income Series

Delaware Enhanced Global Dividend and Income Fund

Delaware Investments Dividend and Income Fund, Inc.

D-18

EQUITY:

Delaware Group Adviser Funds
Delaware Global Real Estate Opportunities Fund

Delaware Group Equity Funds I
Delaware Mid Cap Value Fund

Delaware Group Equity Funds II
Delaware Value Fund

Delaware Group Equity Funds IV
Delaware Healthcare Fund
Delaware Small Cap Growth Fund
Delaware Smid Cap Growth Fund

Delaware Group Equity Funds V
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Wealth Builder Fund

Delaware Group Foundation Funds (Delaware Foundation Funds)
Delaware Strategic Allocation Fund

(formerly Delaware Foundation Moderate Allocation Fund)

Delaware Group Global & International Funds
Delaware Emerging Markets Fund
Delaware Global Value Fund
Delaware International Small Cap Fund
Delaware International Value Equity Fund

Delaware Pooled Trust

Macquarie Emerging Markets Portfolio II

(formerly, The Emerging Markets Portfolio II)

Delaware REIT Fund

(formerly known as The Real Estate Investment Trust Portfolio)

Delaware VIP Trust
Delaware VIP Emerging Markets Series
Delaware VIP International Value Equity Series

Delaware VIP Smid Cap Core Series

(formerly, Delaware VIP Smid Cap Growth Series)

Delaware VIP Small Cap Value Series

Delaware VIP Value Series

Voyageur Mutual Funds III

Delaware Select Growth Fund

Delaware Enhanced Global Dividend and Income Fund

Delaware Investments Dividend and Income Fund, Inc.

D-19

EXHIBIT E

FEE SCHEDULE

I. FIXED INCOME FUNDS

As compensation for the services to be rendered to the Trust for the benefit of the Fund by the Sub-Adviser under the provisions of this Agreement, the Investment Manager shall pay to the Sub-Adviser the fees calculated in accordance with the methodology below. The compensation payable to the Sub-Adviser, along with the compensation paid any other affiliated sub-advisor providing fixed income investment management and trading services to the Fund, shall not exceed 25% of the Investment Manager’s retained advisory fee payable from the Fund under the investment management agreement (after Investment Manager has paid any unaffiliated Fund sub-advisers and paid any amounts towards the Fund’s expense waivers).

For each Fund’s assets denominated in Australian dollars and New Zealand dollars and any other assets managed by the Sub-Adviser, the Sub-Adviser shall receive up to 25% of the Investment Manager’s retained investment management fee x the percentage of the Fund assets in such currency or managed by the Sub-Adviser.

Fees received by the Sub-Adviser are not to exceed 25% of the Investment Manager’s retained investment management fee (after Investment Manager has paid any unaffiliated Fund sub-advisers and paid any amounts towards the Fund’s expense waivers) in the aggregate with other affiliated sub-advisers providing fixed income investment services, including portfolio management and trading.

II. EQUITY FUNDS

For global trading and quantitative support, no fee will be payable to the Sub-Adviser by the Investment Manager.

E-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 21, 2019

PRXY-CE[__] 7/19

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby revokes all previous proxies for his/her shares and appoints A.G. Ciavarelli, Michael E. Dresnin, Earthen E. Johnson, and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the joint annual meeting of shareholders of the Fund indicated above to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on Wednesday, August 21, 2019 at 4:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this joint annual meeting of shareholders and specifically as indicated on the reverse side of this proxy card.Please refer to the Proxy Statement for a discussion of these matters.

BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSALS, 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.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
DDF_30735_070819

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the
Joint Annual Shareholder Meeting to Be Held on August 21, 2019.
The Proxy Statement for this meeting is available at:
www.delawarefunds.com/ceproxy

IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 3.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposals
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	03.	Ann D. Borowiec	04.	Joseph W. Chow
05.	John A. Fry	06.	Lucinda S. Landreth	07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa
09.	Thomas K. Whitford	10.	Christianna Wood	11.	Janet L. Yeomans

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number and name on the line provided.______________________

3.	To approve sub-advisory agreements between Delaware Management Company and each of Macquarie Investment Management Europe Limited, Macquarie Investment Management Global Limited, and Macquarie Investment Management Austria Kapitalanlage AG.

	To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐



FOR	AGAINST	ABSTAIN
☐	☐	☐

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	DDF 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

Please detach at perforation before mailing.

PROXY

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
DEX_30735_070819

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposals
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	03.	Ann D. Borowiec	04.	Joseph W. Chow
05.	John A. Fry	06.	Lucinda S. Landreth	07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa
09.	Thomas K. Whitford	10.	Christianna Wood	11.	Janet L. Yeomans

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number and name on the line provided.______________________

2.	To approve sub-advisory agreements between Delaware Management Company and each of Macquarie Investment Management Europe Limited, Macquarie Investment Management Global Limited, Macquarie Investment Management Austria Kapitalanlage AG, and Macquarie Funds Management Hong Kong Limited.

	To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐



FOR	AGAINST	ABSTAIN
☐	☐	☐

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

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	xxxxxxxxxxxxxx	DEX 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

COMMON SHARES
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" EACH OF THE NOMINEES LISTED IN 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.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
VCF_30735_070819

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposal
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	05.	John A. Fry	06.	Lucinda S. Landreth
07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa	09.	Thomas K. Whitford	10.	Christianna Wood
11.	Janet L. Yeomans

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number and name on the line provided.____________________

To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	VCF 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
VFL_30735_070819

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposal
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	05.	John A. Fry	06.	Lucinda S. Landreth
07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa	09.	Thomas K. Whitford	10.	Christianna Wood
11.	Janet L. Yeomans

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐

To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	VFL 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
VMM_30735_070819

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposal
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	05.	John A. Fry	06.	Lucinda S. Landreth
07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa	09.	Thomas K. Whitford	10.	Christianna Wood
11.	Janet L. Yeomans

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐

To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	VMM 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

PREFERRED SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
VCF_30735_070819_Pref

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposal
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	03.	Ann D. Borowiec	04.	Joseph W. Chow
05.	John A. Fry	06.	Lucinda S. Landreth	07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa
09.	Thomas K. Whitford	10.	Christianna Wood	11.	Janet L. Yeomans

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐

To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	VCF2 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

PREFERRED SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
VFL_30735_070819_Pref

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposal
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	03.	Ann D. Borowiec	04.	Joseph W. Chow
05.	John A. Fry	06.	Lucinda S. Landreth	07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa
09.	Thomas K. Whitford	10.	Christianna Wood	11.	Janet L. Yeomans

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐

To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	VFL2 30735	M xxxxxxxx

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

PROXY

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2019

PREFERRED SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
VMM_30735_070819_Pref

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

	Proposal
1.		To approve the election of Trustees:

01.	Thomas L. Bennett	02.	Jerome D. Abernathy	03.	Ann D. Borowiec	04.	Joseph W. Chow
05.	John A. Fry	06.	Lucinda S. Landreth	07.	Shawn K. Lytle	08.	Frances A. Sevilla-Sacasa
09.	Thomas K. Whitford	10.	Christianna Wood	11.	Janet L. Yeomans

FOR	WITHHOLD	FOR ALL
ALL	ALL	EXCEPT
☐	☐	☐

To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Date (mm/dd/yyyy) — Please print date below		Signature 1 — Please keep signature within the box		Signature 2 — Please keep signature within the box
*/ /*

Scanner bar code
	xxxxxxxxxxxxxx	VMM2 30735	M xxxxxxxx

abrdn National Municipal Income Fund (VFL) DEF 14ADefinitive proxy